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X. Voluntary Dissolution of Corporations Laws: 1. Corporation Code, Secs. 117-122 TITLE XIV - DISSOLUTION Section 117. Methods of dissolution. - A corporation formed or organized under the provisions of this Code may be dissolved voluntarily or involuntarily. (n) Section 118. Voluntary dissolution where no creditors are affected. If dissolution of a corporation does not prejudice the rights of any creditor having a claim against it, the dissolution may be effected by majority vote of the board of directors or trustees, and by a resolution duly adopted by the affirmative vote of the stockholders owning at least two-thirds (2/3) of the outstanding capital stock or of at least two-thirds (2/3) of the members of a meeting to be held upon call of the directors or trustees after publication of the notice of time, place and object of the meeting for three (3) consecutive weeks in a newspaper published in the place where the principal office of said corporation is located; and if no newspaper is published in such place, then in a newspaper of general circulation in the Philippines, after sending such notice to each stockholder or member either by registered mail or by personal delivery at least thirty (30) days prior to said meeting. A copy of the resolution authorizing the dissolution shall be certified by a majority of the board of directors or trustees and countersigned by the secretary of the corporation. The Securities and Exchange Commission shall thereupon issue the certificate of dissolution. (62a) Section 119. Voluntary dissolution where creditors are affected. Where the dissolution of a corporation may prejudice the rights of any creditor, the petition for dissolution shall be filed with the Securities and Exchange Commission. The petition shall be signed by a majority of its board of directors or trustees or other officers having the management of its affairs, verified by its president or secretary or one of its directors or trustees, and shall set forth all claims and demands against it, and that its dissolution was resolved upon by the affirmative vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock or by at least twothirds (2/3) of the members at a meeting of its stockholders or members called for that purpose. If the petition is sufficient in form and substance, the Commission shall, by an order reciting the purpose of the petition, fix a date on or before which objections thereto may be filed by any person, which date shall not be less than thirty (30) days nor more than sixty (60) days after the entry of the order. Before such date, a copy of the order shall be published at least once a week for three (3) consecutive weeks in a newspaper of general circulation published in the municipality or city where the principal office of the corporation is situated, or if there be no such newspaper, then in a newspaper of general circulation in the Philippines, and a similar copy shall be posted for three (3) consecutive weeks in three (3) public places in such municipality or city. Upon five (5) day's notice, given after the date on which the right to file objections as fixed in the order has expired, the Commission shall proceed to hear the petition and try any issue made by the objections filed; and if no such objection is sufficient, and the material allegations of the petition are true, it shall render judgment dissolving the corporation and directing such disposition of its assets as justice requires, and may appoint a receiver to collect such assets and pay the debts of the corporation. (Rule 104, RCa) Section 120. Dissolution by shortening corporate term. - A voluntary dissolution may be effected by amending the articles of incorporation to shorten the corporate term pursuant to the provisions of this Code. A copy of the amended articles of incorporation shall be submitted to the Securities and Exchange Commission in accordance with this Code. Upon approval of the amended articles of incorporation of the expiration of the shortened term, as the case may be, the corporation shall be deemed dissolved without any further proceedings, subject to the provisions of this Code on liquidation. (n) Section 121. Involuntary dissolution. - A corporation may be dissolved by the Securities and Exchange Commission upon filing of a verified complaint and after proper notice and hearing on the grounds provided by existing laws, rules and regulations. (n) Section 122. Corporate liquidation. - Every corporation whose charter expires by its own limitation or is annulled by forfeiture or otherwise, or whose corporate existence for other purposes is terminated in any other manner, shall nevertheless be continued as a body corporate for three (3) years after the time when it would have been so dissolved, for the purpose of prosecuting and defending suits by or against it and enabling it to settle and close its affairs, to dispose of and convey its property and to distribute its assets, but not for the purpose of continuing the business for which it was established. At any time during said three (3) years, the corporation is authorized and empowered to convey all of its property to trustees for the benefit of stockholders, members, creditors, and other persons in interest. From and after any such conveyance by the corporation of its property in trust for the benefit of its stockholders, members, creditors and others in interest, all interest which the corporation had in the property terminates, the legal interest vests in the trustees, and the beneficial interest in the stockholders, members, creditors or other persons in interest. Upon the winding up of the corporate affairs, any asset distributable to any creditor or stockholder or member who is unknown or cannot be found shall be escheated to the city or municipality where such assets are located. Except by decrease of capital stock and as otherwise allowed by this Code, no corporation shall distribute any of its assets or property except upon lawful dissolution and after payment of all its debts and liabilities. (77a, 89a, 16a) 2. FRIA R.A. 10142 NOTE ON SYLLABUS: Petition for Rehabilitation is also a special proceeding, and under the FRIA, may be converted to a Page 1 of 66
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Section 37.Role of the Management Committee. When appointed pursuant to the foregoing section, the management committee shall take the place of the management and the governing body of the debtor and assume their rights and responsibilities. Page 11 of 66
(c) The shareholders, owners or partners of the juridical debtor lose at least their controlling interest as a result of the Rehabilitation Plan; and (d) The Rehabilitation Plan would likely provide the objecting class of creditors with compensation which has a net present value greater than that which they would have received if the debtor were under liquidation. Section 65.Submission of Rehabilitation Plan to the Court. - 1fthe Rehabilitation Plan is approved, the rehabilitation receiver shall submit the same to the court for confirmation. Within five (5) days from receipt of the Rehabilitation Plan, the court shall notify the creditors that the Rehabilitation Plan has been submitted for confirmation, that any creditor may obtain copies of the Rehabilitation Plan and that any creditor may file an objection thereto. Section 66.Filing of Objections to Rehabilitation Plan. A creditor may file an objection to the Rehabilitation Plan within twenty (20) days from receipt of notice from the court that the Rehabilitation Plan has been submitted for confirmation. Objections to a Rehabilitation Plan shall be limited to the following: (a) The creditors' support was induced by fraud; (b)The documents or data relied upon in the Rehabilitation Plan are materially false or misleading; or (c)The Rehabilitation Plan is in fact not supported by the voting creditors. Section 67.Hearing on the Objections. - If objections have been submitted during the relevant period, the court shall issue an order setting the time and date for the hearing or hearings on the objections. If the court finds merit in the objection, it shall order the rehabilitation receiver or other party to cure the defect, whenever feasible. If the court determines that the debtor acted in bad faith, or that it is not feasible to cure the defect, the court shall convert the proceedings into one for the liquidation of the debtor under Chapter V of this Act. Section 68.Confirmation of the Rehabilitation Plan. If no objections are filed within the relevant period or, if objections are filed, the court finds them lacking in merit, or determines that the basis for the objection has been cured, or determines that the debtor has
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CHAPTER IX FUNDS FOR REHABILITATION OF GOVERNMENT-OWNED AND CONTROLLED CORPORATIONS Section 143. Funds for Rehabilitation of Government -owned and Controlled Corporations. - Public funds for the rehabilitation of government-owned and controlled corporations shall be released only pursuant to an appropriation by Congress and shall be supported by funds actually available as certified by the National Treasurer.
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HELD: SET ASIDE. NULL AND VOID. REMANDED TO TC TO DIRECT PETITIONER TO AMEND PETITION AND PUBLICATION Decision allowing change of name of wife Lucia and 6 minor children VOID AB INITIO Total absence of petition signed by them and publication Decision allowing change of name of Secan and Marilyn VOID AB INITIO for lack of jurisdiction Petition and publication do not contain all the names and aliases, and the new names desired 4. VILLEGAS V FERNANDO (1969) Case: (1) JOSE D. VILLEGAS and RIZALINA SANTOS RIVERA, oppositors-appellants, vs. AL FERNANDO, ANGUSTIA IBAY, JUSTO IBAY and VALENTIN BUENVIAJE, ET AL., petitionersappellees (2) JOSE MIRANDA SAMPEDRO and PEDRO MANAHAN, applicants-appellants, vs. DIRECTOR OF LANDS, ET AL., oppositors-appellees Ponente: Reyes, JBL DOCTRINE: Upon failure to reconstitute destroyed judicial records within the period prescribed by law, the parties are deemed to have waived the effects of the decision rendered in their favor and their only alternative is to file an action anew. FACTS: Nature: Petition to approve amended cadastral plan corresponding to a parcel of land and direct the Land Registration Commission (LRC) to issue a decree of registration for a lot included in the same plan in their name.
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AN ACT ALLOWING ILLEGITIMATE CHILDREN TO USE THE SURNAME OF THEIR FATHER, AMENDING FOR THE PURPOSE ARTICLE 176 OF EXECUTIVE ORDER NO. 209, OTHERWISE KNOWN AS THE "FAMILY CODE OF THE PHILIPPINES" Be it enacted by the Senate and House of Representatives of the Philippines in Congress assembled: SECTION 1. Article 176 of Executive Order No. 209, otherwise known as the Family Code of the Philippines, is hereby amended to read as follows: "Article 176. Illegitimate children shall use the surname and shall be under the parental authority of their mother, and shall be entitled to support in conformity with this Code. However, illegitimate children may use the surname of their father if their filiation has been expressly recognized by the father through the record of birth appearing in the civil register, or when an admission in a public document or private handwritten instrument is made by the father. Provided, the father has the right to institute an action before the regular courts to prove non-filiation during Page 61 of 66
7.1 For Births Not Yet Registered 7.1.1 The illegitimate child shall use the surname of the father if a public document is executed by the father, either at the back of the Certificate of Live Birth or in a separate document. 7.1.2 If admission of paternity is made through a private handwritten instrument, the child shall use the surname of the father, provided the registration is supported by the following documents: a. AUSF b. Consent of the child, if 18 years old and over at the time of the filing of the document3 c. Any two of the following documents showing clearly the paternity between the father and the child: 1) Employment records 2) SSS/GSIS records 3) Insurance 4) Certification of membership in any organization 5) Statement of Assets and Liabilities 6) Income Tax Return (ITR) 7.2 For Births Previously Registered under the Surname of the Mother 7.2.1 If filiation has been expressly recognized by the father, the child shall use the surname of the father upon the submission of the accomplished AUSF. 7.2.2 If filiation has not been expressly recognized by the father, the child shall use the surname of father upon submission of a public document or a private handwritten instrument supported by the documents listed in Rule 7.1.2. 7.3 Except in Item 7.2.1, the consent of the illegitimate child is required if he/she has reached the age of majority. The consent may be contained in a separate instrument duly notarized.
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2. UYGUANCO V CA (1989) Case: DOROTEA, VIRGILIO, APOLINARIO, JR., SULPICIO & DOMINADOR, all surnamed YGUANGCO, petitioners, vs. COURT OF APPEALS, Judge SENEN PENARANDA and GRACIANO BACJAO UYGUANGCO, respondents. Ponente: Cruz DOCTRINE: A claim for recognition as an illegitimate child under FC Art 172 par. 2, (1) open and continuous possession of the status of a legitimate child, and (2) other means allowed by the Rules of Court, must be brought during the lifetime of the alleged parent. Otherwise, the action is barred. QUICK FACTS: In a complaint for partition , Graciano claims that he is the illegitimate son of Apolinario Uyguanco (the deceased) and, as an excluded heir, sought to annul the extrajudicial partition made by the surviving spouse and 4 legitimate children. His claim is based on open and continuous possession of the status of a legitimate child. SC: Gracianos action is barred because the same must be brought during the lifetime of his father. FACTS: Nature: What is case is filed. If more than one case is filed, indicate what case was filed first and who filed it. TC. Indicate city where case was filed, if applicable. CA. SC. Apolinario Uyguangco died intestate in 1975, leaving his wife, Dorotea, four legitimate children (her co-petitioners herein) and a huge estate, which the 5 heirs divided through an extrajudicial settlement of his properties. Graciano Bacjao Uyguangco filed a complaint for partition [date of filing not mentioned] against all the petitioners, claiming that he is an illegitimate son of Apolinario and that he has been excluded heir from the extrajudicial settlement.
The petitioners filed a Motion to Dismiss (MTD) on the ground that Graciano could no longer prove his alleged filiation under the applicable provisions of the Civil Code. Their arguments are as ff: The only evidence allowed under Art. 278 to prove the private respondent's claim was not available to him as he himself had admitted; He cannot now resort to the provisions of Art. 285 because he was already an adult when his alleged father died in 1975, and his claim did not come under the exceptions. TC CA MTD denied. Affirmed denial.
The petitioners appealed the denial of their MTD before the SC. The parties positions are as follows: Petitioners (legit family): The complaint for partition is actually an action for recognition as an illegitimate child, which, being already barred, is a clear attempt to circumvent the said provisions. Graciano: He has a right to show under Art. 283 that he is "in continuous possession of the status of a child of his alleged father by the direct acts of the latter or of his family," and presented the ff facts: - he lived with his father from 1967 until 1973, - received support from him during that time; - he has been using the surname Uyguangco without objection from his father and the petitioners as shown in his high school diploma, a special power of attorney executed in his favor by Dorotea Uyguangco, and another one by Sulpicio Uyguangco; - that he has shared in the profits of the copra business of the Uyguangcos, which is a strictly family business; - he was a director, together with the petitioners, of the Alu and Sons Development Corporation, a family corporation; and - that in the addendum to the original extrajudicial settlement concluded by the petitioners he was given a share in his deceased father's estate. ISSUE: W/N Graciano should be allowed to prove that he is an illegitimate child of his claimed father, who is already dead, in the absence of the documentary evidence required by the Civil Code. Page 65 of 66