Section 21 of the Revised Corporation Code (Republic Act No. 10132) provides that if a corporation does not formally organize and commence its business within 5 years from the date of its incorporation, its certificate of incorporation shall be deemed revoked as of the day following the end of the 5-year period.
However, if a corporation has commenced its business but subsequently becomes inoperative for a period of at least 5 consecutive years, the Securities and Exchange Commission (SEC) may, after due notice and hearing, place the corporation under delinquent status.
A delinquent corporation shall have a period of 2 years to resume operations and comply with all requirements that the SEC shall prescribe. Upon compliance by the corporation, the SEC shall issue an order lifting the delinquent status. Failure to comply with the requirements and resume operations within the period given by the SEC shall cause the revocation of the corporation’s certificate of incorporation.
The SEC shall give reasonable notice to, and coordinate with the appropriate regulatory agency prior to the suspension or revocation of the certificate of incorporation of companies under their special regulatory jurisdiction.
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