Functus Officio is a Latin term meaning 

“having performed his or her office.” With

regard to an officer or official body, it means without further authority or legal
competence because the duties and functions of the original commission have been
fully accomplished.
Liquidation

Section 139 covers the corporate liquidation.

Liquidation is a necessary consequence of the dissolution of a corporation. Liquidation is the

process by which a company’s assets are liquidated (or converted to cash) to facilitate payment of
obligations to creditors and SH or M – it is also called winding up

In this section it states that every corporation whose

1. charter expires pursuant to its AOI,

2. annulled by forfeiture
3. corporate existence is terminated in any other manner

Shall continue to exist with a limited corporate personality for 3 years after the effective date of
dissolution to do the following:

1. prosecuting and defending suits by or against it

2. settle and close its affairs
3. dispose or convey its property
4. distribute its assets

it is important to note that it is not included in the aforementioned purposes the continuance of
the business of the corporation.

EXCEPTION to this rule: Banks which shall be covered by the applicable provisions of RA 7653
“New Central Bank Act” as amended and RA 3591 – “Philippine Deposit Insurance Corporation Charter
as amended.

The BODs are not rendered functus officio (having performed his or her office) as this section
allows the existence even for a limited purpose – there must be a board that will continue acting for and
behalf the dissolved corporation

Another method under this section:

Within the given 3-year liquidation period, the corporation is authorized and empowered to
convey all of its property to trustees for the benefit of its stockholders, members, creditors, and other
persons in interest.

The trustee becomes the legal owner of the property subject to the beneficial interest of the
creditors, stockholders or members, and other persons in interest.

The trustee may sue and be sued as such matters connected with the liquidation. The trust shall
exist indefinitely until the affairs of the dissolved corporation shall have been completely settled and
liquidated. (3 year shall not apply in this case)

It is also included in this section that in the event in the winding up of its corporate affairs and
there are assets distributable to any creditor, member, or shareholder - but if he is unknown or his
whereabouts are unknown – then it shall be escheated or revert to the local government unit where
such assets are located.