Re: Effective Date of Merger

March 13, 2019SEC-OGC OPINION NO. 08-19RE: EFFECTIVE DATE OF MERGEREmmanuel C. Alcantara & AssociatesUnit 1008, 10th FloorNational Life Insurance Building6762 Ayala AvenueMakati City, 1226 PhilippinesAttention: Atty. Emmanuel C. AlcantaraDear Atty. Alcantara :This refers to your letter dated 17 May 2018 requesting an opinion on whether Multi-Line Structures Corporation ("MSC") and Multi-Line Systems, Inc. ("MSI"), the parties to a merger, may agree on the date of effectivity of merger and make the following stipulation in their Plan of Merger: "The Merger shall be effective on January 1, 2018 ("Effective Merger Date") subject to the approval by the SEC of the parties' Articles of Merger and its issuance of the Certificate of Filing of the Articles of Merger, wherein MSC and MSI, shall be merged into MSC, which shall be the surviving corporation. Further to the foregoing, the parties shall also request the issuance by the Bureau of Internal Revenue of a ruling that the merger complies with Section 40 (C)(2) of the Tax Code."Section 79 of the Corporation Code (Code) provides:"Section 79. Effectivity of merger or...