The Revised Corporation Code (Republic Act No. 11232) provides for the perpetual existence of a corporation, unless its articles of incorporation provide otherwise. The Revised Corporation Code also provides that a corporation whose term has expired (“Expired Corporation”) may apply for revival of its corporate existence. To provide the guidelines for the revival of Expired Corporations, the Securities and Exchange Commission (SEC) issued SEC Memorandum Circular No. 23, series of 2019.

When a corporation or partnership has been dissolved or whose registration has been revoked (“Expired Corporation”), the name of such Expired Corporation may no longer be used by any other entity. As an exception, however, another corporation may use such name if allowed at the time of the dissolution or revocation by the stockholders, members or partners who represent a majority of the outstanding capital stock or membership of of the Expired Corporation.