How long does a corporation exist? Can you shorten or extend its life? (Section 11, RCC)

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Summary

This video explains the concept of corporate term or the duration of a corporation's existence under the Revised Corporation Code (RCC) of the Philippines. It covers the general rule of perpetual existence, exceptions, retroactivity of the law, and procedures for extending, shortening, or reviving corporate terms, including special considerations for certain types of corporations.

Highlights

Revival with a Reused Corporate Name
00:17:30

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.

Exceptions to Revival
00:18:05

Corporations that have already completed the liquidation of their assets or those whose certificate of registration was revoked on grounds other than non-filing of reports are not eligible for revival.

Introduction to Corporate Term
00:00:20

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.

Perpetual Existence: The General Rule
00:01:04

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.

Comparison with the Old Code
00:02:58

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.

Retroactivity for Pre-Existing Corporations
00:03:46

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).

Appraisal Rights for Dissenting Stockholders
00:07:51

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.

Amending the Corporate Term (Shortening or Extending)
00:08:18

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.

Rules for Extending a Corporate Term
00:10:30

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.

Revival of Corporate Existence
00:12:06

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.

Special Cases for Revival (Banks, Financial Institutions, etc.)
00:14:38

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.

Revival for Revoked or Suspended Corporations
00:16:06

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.

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