When a corporation or partnership has been dissolved or whose registration has been revoked (“Expired Corporation”), the name of such Expired Corporation may no longer be used by any other entity.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.
The Securities and Exchange Commission (SEC) will entertain the application for re-registration of the Expired Corporation’s name by another corporation/partnership, only if the following documents are submitted:
1. Board Resolution, executed or signed under oath by the hold-over board of directors/trustees of the expired corporation, attesting that:
- i. the applicant for re-registration is a new corporation intending to use the name of the expired corporation (specially identifying the corporate name and registration number);
- ii. the re-registration is approved by the majority vote of the directors or trustees and the vote of the stockholders representing the majority of the outstanding capital stock or membership;
- iii. they shall include a statement in the articles of incorporation of the new corporation that the same is using the name of the expired corporation; and
- iv. if applicable, they will no longer file a petition to set aside the order of revocation.
2. Latest General Information Sheet (GIS) of the expired corporation, stamped “received” by the SEC; and
3. Affidavit, executed under oath by the hold-over secretary, attesting that:
- i. there are no properties owned by the dissolved/revoked corporation due for liquidation, or in case there are properties owned by the expired corporation, no property is transferred to the new corporation or, in case of stock corporations, used for subscription payment without undergoing corporate liquidation process;
- ii. there is no pending intra-corporate dispute or claim involving the expired corporation; and
- iii. the expired corporation has no derogatory information with the SEC at the time of the application for re-registration.
Upon approval of the re-registration, the certificate of registration to be issued to the new corporation shall indicate its new SEC registration number and pre-generated Tax Identification Number (TIN) as confirmation that the same is a separate and distinct entity from the expired corporation.
These guidelines are contained in SEC Memorandum Circular No. 13, series of 2019 dated 21 June 2019. See Amended Guidelines and Procedures on the Use of Corporate and Partnership Names.
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