If an expired corporation's name has been validly used by another, it can still apply for revival but must change its name within 30 days of receiving the certificate of revival.
Corporations that have already completed the liquidation of their assets or those whose certificate of registration was revoked on grounds other than non-filing of reports are not eligible for revival.
Attorney Marie Chris Mathan introduces the topic of corporate term, or how long a corporation exists, under the Revised Corporation Code. The video will answer questions regarding the duration of a corporation's life.
Under Section 11 of the Revised Corporation Code, a corporation generally has perpetual existence, meaning it lives forever. This is the default unless specified otherwise in the articles of incorporation. Incorporators decide whether to grant perpetual existence or set a limited term.
Prior to the Revised Corporation Code, the old code limited a corporation's life to 50 years, renewable for another 50 years. The new code aims for continuity by making existence perpetual, unless incorporators choose to limit it in their articles of incorporation.
Corporations established before February 23, 2019 (the effectivity date of the Revised Corporation Code) now also have perpetual existence. However, stockholders representing a majority interest can vote to retain their original specific corporate term by notifying the Securities and Exchange Commission (SEC).
If a majority of stockholders vote to retain the original corporate term, dissenting stockholders have an appraisal right, allowing them to demand payment of the fair value of their shares.
A corporate term, whether perpetual or for a specific period, can be changed by amending the articles of incorporation. This applies to both shortening a perpetual term or extending a limited term.
An extension of a specific corporate term cannot be made earlier than three years prior to the expiry date, unless there are justifiable reasons approved by the SEC. The extension takes effect the day after the original or subsequent expiry date.
If a corporation's term has expired without an extension, it can apply for revival of its corporate existence. Upon SEC approval, a certificate of revival is issued, granting perpetual existence unless the application specifies otherwise. The revived corporation retains its rights and privileges but is also subject to existing duties, debts, and liabilities.
Certain corporations, such as banks, insurance companies, and financial intermediaries, require a favorable recommendation from the appropriate government agency in addition to the application for revival.
Expired corporations whose registration was revoked (due to non-filing of reports) or suspended by the SEC can also apply for revival. However, they must first petition to lift the revoked or suspended status, which can be combined with the revival petition.