Re: Corporate Term of Existing Corporations under the Revised Corporation Code

July 22, 2019SEC-OGC OPINION NO. 28-19RE: CORPORATE TERM OF EXISTING CORPORATIONS UNDER THE REVISED CORPORATION CODEZG LawZambrano Gruba Caganda & Advincula27/F 88 Corporate Center, 141 Sedeño Street, Salcedo Village,1229 Makati City, PhilippinesGentlemen :This refers to your letter dated 30 May 2019, requesting confirmation of your opinion that: (a) the corporate term of Unlad Resources Development Corporation (Unlad) expiring on 01 December 2020 is deemed extended and amended to perpetual existence pursuant to Republic Act No. 11232 or the Revised Corporation Code of the Philippines ("RCC") without amending its Articles of Incorporation (AOI); and (b) the amendment of Unlad's corporate term to perpetual existence does not require two-thirds (2/3) affirmative vote of the outstanding shares of Unlad. HTcADCBased on the amended AOI which you attached to your letter, Unlad was incorporated on 01 December 1920 with a corporate term of fifty (50) years expiring on 01 December 1970. On 15 November 1969, Unlad's corporate term was extended for another 50 years expiring on 01 December 2020. Given this situation, you opine that the corporate term of...