From Expired to Revived: SEC Rules on Reviving Corporations

“This will translate to more market players competing, introducing innovations and more choices, and creating employment opportunities, among others.”

– Emilio B. Aquino, Former SEC Chairperson [on the revival of expired corporations under the Revised Corporation Code and SEC MC No. 23]

(Part 4 of 4)

By Realttorney^®

On November 21, 2019, the Securities and Exchange Commission (SEC) of the Philippines issued Memorandum Circular No. 23, Series of 2019 (MC No. 23), also known as the Guidelines on the Revival of Expired Corporations. This circular was prompted by the passage of the Revised Corporation Code of the Philippines (Rep. Act No. 11232), which grants perpetual existence to corporations unless otherwise specified.

Under this new framework, corporations that expired under the old Corporation Code of 1980 now have a chance to revive their corporate existence through a verified petition filed with the SEC.

For entrepreneurs, corporate officers, and heirs of deceased stockholders, understanding how to revive an expired corporation is critical for preserving business interests, real estate assets, and corporate continuity. This is especially important if the “dead corporation” has real estate registered in its name.

What is Corporate Revival?

Corporate revival is the legal process of restoring a corporation that has expired due to the lapse of its original term of existence. Once revived, the corporation regains its juridical personality, rights, and obligations as if its expiration never occurred.

This concept differs from re-registration, which creates a brand-new corporate entity. Revival, therefore, is more advantageous for corporations with assets (real estate), liabilities, or pending transactions that need continuity.

Who Can File for Revival Under SEC MC No. 23?

The following corporations are eligible to apply for revival:

✅ Expired corporations whose original term of existence stated in their Articles of Incorporation has lapsed.

✅Corporations suspended or revoked for failure to file reports (e.g., General Information Sheet, Audited Financial Statements).

✅ Expired corporations whose names have been reused by another corporation already registered with the SEC.

📌 Pro Tip: Even if your corporate name has been reused, you may still revive your expired corporation under a different corporate name approved by the SEC.

Corporations Not Qualified for Revival. Not all corporations may file for revival. MC No. 23 specifically disqualifies:

✅ Corporations that have completed the liquidation of assets.

✅ Corporations whose registration was revoked for causes other than non-filing of reports (e.g., fraud, serious violations).

✅ Corporations dissolved under the Anti-Dummy Law (C.A. No. 108, as amended).

✅ Corporations that have already undergone re-registration under SEC MC No. 13, Series of 2019, unless the re-registered entity consents to dissolution or a name change in favor of the expired corporation.

Step-by-Step Procedure for Revival of Expired Corporations. If your corporation is qualified, here’s how to revive your corporate existence with the SEC:

1. Secure Approval from the Board and Stockholders

• A majority of the Board of Directors or Trustees must approve the revival.
• A majority of the outstanding capital stock or members must also consent.

2. File a Verified Petition with the SEC

• Submit a Verified Petition for Revival of Corporate Existence.
• Include the required details under Section 6 (a) of MC No. 23 (corporate name, incorporation date, expiration date, grounds for revival).
• Attach the documentary requirements listed in Section 7 (Articles of Incorporation, By-Laws, latest GIS, audited financials, etc.).

3. Publish the Petition

• Publish the petition stamped “received” by the SEC in a newspaper of general circulation within 15 days from filing.
• File proof of publication with the SEC.

4. Opposition and Clarificatory Conference

• Interested parties, such as creditors or heirs of stockholders, may file an opposition.
• The SEC may schedule a clarificatory conference to resolve issues.

5. Issuance of Certificate of Revival

• Once approved, the SEC issues a Certificate of Revival of Corporate Existence.
• The revived corporation is restored with all rights, privileges, duties, debts, and liabilities it had prior to expiration.
• Unless otherwise stated in the Verified Petition, the revived corporation is granted perpetual existence.

Legal and Business Effects of Revival

Reviving a corporation has significant legal and financial implications:

👉 Continuity of Legal Personality – The revived corporation is treated as though no expiration occurred.

👉 Restoration of Rights and Privileges – It regains its franchise, contracts, and ability to transact.

👉 Accountability for Liabilities – All prior debts, obligations, and liabilities remain enforceable.

👉 Perpetual Existence – Unless specified, the revived entity now enjoys perpetual corporate life under the Revised Corporation Code.

Revival vs. Re-registration: What’s the Difference?

Revival	Re-registration
Restores the same corporate entity	Creates a new juridical person
Retains existing assets, liabilities, and contracts	No continuity with prior corporation
Rights and obligations are revived	New entity must establish rights anew
Certificate of Revival issued	New Certificate of Incorporation issued

📌 Pro Tip: For corporations owning real estate, pending cases, or valuable business licenses, revival is often the more practical remedy.

Practical Importance of Revival for Business Owners and Heirs

✅ Estate Planning and Inheritance – Revival allows heirs to maximize the value of corporate shares tied to real estate or businesses.

✅ Creditor Rights – Creditors may continue pursuing claims since revival restores liabilities.

✅Corporate Restructuring – Useful for family-owned corporations seeking to resume operations or reorganize without starting from scratch.

Frequently Asked Questions (FAQ)

⚠️ Can an expired corporation still own its real estate properties? Yes. Ownership remains with the corporation unless assets have been liquidated. Revival simply restores the corporation’s legal personality to deal with those assets.

⚠️ Is revival automatic under the Revised Corporation Code? No. A Verified Petition must be filed with the SEC and duly approved.

⚠️ How long does the revival process take at the SEC? Timelines vary depending on the completeness of requirements, publication, and whether there are oppositions. Generally, it may take several months.

⚠️ Will a revived corporation automatically have perpetual existence? Yes, unless the petition expressly requests a fixed corporate term.

🔗 Reference: Click here for the full text of SEC Memorandum Circular No. 23, Series of 2019.

Conclusion

The issuance of SEC Memorandum Circular No. 23, Series of 2019, provides a clear legal pathway for the revival of expired corporations in the Philippines. By filing a verified petition, publishing it, and complying with SEC requirements, business owners and heirs can restore corporate existence and preserve both corporate and family assets.

Whether for business continuity, estate planning, or creditor protection, corporate revival is a powerful tool under the Revised Corporation Code.

This is the final article of the series that answered the question, How can a “dead” corporation sell its real estate? The third article of the series discussed the significant decisions of the Supreme Court regarding the legal authority and actions of dissolved corporations, particularly discussing the process of liquidating their properties – both real and personal.

If you have any questions about the process of reviving a “dead” corporation, kindly leave your comments in the comments section.

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Atty. Jojo is a real estate attorney, an estate planning attorney, a licensed real estate broker, and a PRC-accredited Lecturer/ Speaker for Training Programs in Real Estate. He is committed to helping new and veteran real estate service practitioners be well-informed of the latest laws, rules, regulations, and information relevant to the real estate service sector.