April 15, 2019
SEC-OGC OPINION NO. 16-19
RE: CORPORATE TERMS OF EXISTING CORPORATIONS UNDER THE REVISED CORPORATION CODE
Paner Hosaka & Ypil
502 Pacific Center Building
33 San Miguel Avenue
Ortigas Center, Pasig City
Attention: Atty. Emmanuel S. Ypil
Gentlemen :
This refers to your letter dated 28 February 2019 requesting an opinion on whether the corporate term of Victorias Milling Company, Inc. (VMC) has already been deemed amended to that of perpetual existence pursuant to Republic Act No. 11232 or the Revised Corporation Code of the Philippines (RCC).
You stated that VMC's certificate of incorporation was issued prior to the effectivity of the RCC, and that its corporate term is until April 25, 2019. Given this situation, you ask whether the corporate term of VMC is now perpetual without need of any positive act on the part of the corporation.
We answer in the affirmative. Paragraph 2, Section 11 of the RCC provides:
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"Corporations with certificates of incorporation issued prior to the effectivity of this Code, and which continue to exist, shall have perpetual existence, unless the corporation, upon a vote of its...
