VELASCO, PUNZALAN and COMPANY

(Formerly Velasco Aguirre and Company)

CERTIFIED PUBLIC ACCOUNTANTS
LG 21 Cityland Dela Rosa Condominium, 7648 Dela Rosa St., Pio Del Pilar, Makati City 1230 |Tel (632) 8819-1427 | Telefax (632) 8817-6395
Email velascoaguirre@outlook.ph; velascopunzalan@gmail.com; nestor@vmccpa.com; Web http://vpccpas.weebly.com
PRC/BOA Cert. of Reg. No. 3390 | SEC Accreditation No. 0385-F | BSP Accredited | CDA Accreditation No. 0019-AF

NOTICE NO.: 2021-002

TO: ALL CLIENTS

SUBJECT: ONLINE AND MANUAL SUBMISSION OF “NOTICE TO RETAIN

SPECIFIC CORPORATE TERM”

REMINDER
Section 11 of Republic Act 11232, or the “Revised Corporation Code of the Philippines (RCC)”,
which was signed into law on February 20, 2019 states: “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 stockholders representing a majority of its outstanding capital
stock, notifies the Commission that it elects to retain its specific corporate term pursuant to its articles
of incorporation,”.

In implementing the above stated provision, the Securities and Exchange Commission (SEC)
issued Memorandum Circular 22, Series of 2020 (SEC MC 22, Series of 2020), or the Guidelines on
Corporate Term.

SEC MC 22, Series of 2020 provides for the guidelines to fully implement Section 11 of the RCC.
Generally, it states that corporations incorporated under the RCC shall have perpetual existence unless
its articles of incorporation (AOI) provides for a specific term. It also discussed the procedures for
corporations incorporated under the old Corporation Code of the Philippines (Batasan Pambansa or BP
68) and the Corporation Law (Act 1459), and provides options for corporations incorporated under the
RCC whose AOI provides for a specific corporate term and existing corporations incorporated under
BP 68 and Act 1459.

Pursuant to SEC MC 22, Series of 2020, the SEC on January 13, 2021 issued a notice to remind
corporations, which registered prior to the effectivity of the RCC and intend to retain their specific
corporate terms, to file the required notice to retain specific corporate term, together with a director’s
certificate.

The notice and director’s certificate shall be filed on or before February 23, 2021, through email
at MC22_S2020@sec.gov.ph. The required notice and director’s certificate must also be filed with the
SEC’s Company Registration and Monitoring Department for the issuance of a certificate of filing notice
to retain specific corporate term, subject to payment of certification fees.

Corporation who fails to submit the required notice by February 23, 2021, or two years from
the effectivity of the RCC, shall be deemed to have selected a perpetual term.

We apologize for this short notice. Please be guided accordingly.