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  • Innovative Solutions for Affordable Housing in the Philippines

    “Affordable yet quality housing is a key element of a strong and secure Filipino nation.”

    – Atty. Ernesto C. Perez II, CTEP, Real estate attorney and author

    (Part 2 of 2)

    By Realttorney®

    In Part 1, I stated that the Philippine housing landscape is set for a significant shift with the passage of the “National Housing Authority Act” (Rep. Act No. 12216). This new law aims to strengthen the National Housing Authority (NHA) and extend its corporate life, a move lauded as a critical step towards addressing the nation’s enduring housing backlog, particularly for the underprivileged.

    But while this Act introduces robust measures to empower the NHA, a closer look reveals both promising advancements and significant challenges, which leave certain gaps, particularly concerning private sector engagement and the broader affordable housing ecosystem. This article will also suggest possible solutions that can be considered by policy-makers to narrow the critical gap.

    For real estate professionals navigating the evolving market and for potential homebuyers weighing their options, understanding this Act is crucial.

    🏠 The Unaddressed Realities: Critical Gaps and Proposed Solutions

    While the Act fortifies the NHA considerably, the new law primarily focuses on direct housing production for the “underprivileged and homeless citizens” and those in the lowest 30% of the urban population. This leaves certain critical gaps, particularly for other low-income earners and the broad “missing middle.”

    🏥Severely Diminished Incentives for Private Sector Partnership in Affordable Housing

    A critical change from Senate Bill No. 1713 is the absence in Rep. Act No. 12216 (in particular, Section 14 therein) of the explicit clause extending the NHA’s comprehensive tax exemptions to “projects of the NHA, in cooperation with local government units, the private sector and other entities.” While NHA can still engage in PPPs, the lack of these direct, broad fiscal incentives for developer-partners significantly weakens the financial viability and attractiveness of such collaborations for socialized and low-cost housing.

    The critical impact of this is that it would severely hamper the potential scale and speed of affordable housing delivery that relies on private sector capital and expertise. It places a heavier burden on NHA’s direct resources.

    So, what is the proposed solution to fill in this gap? There are two proposals on the table. First, professionals and real estate developers should strongly advocate for new legislation or an Executive Order to provide clear, substantial, and direct fiscal (e.g., VAT exemptions, investment tax credits, RPT holidays for affordable housing components) and non-fiscal incentives (e.g., mandatory streamlined permitting for compliant projects) directly to private developers undertaking price-controlled affordable and “missing middle” housing, independent of or alongside NHA partnerships.

    Second, both the DHSUD and NHA should work with the PPP Center and DOF to clarify what specific incentives under the PPP Code and other existing laws can still be maximally leveraged for NHA’s joint venture housing projects, even without the broad exemptions initially envisioned.

    🛂 The Persistent “Missing Middle” Affordability Chasm Persist

    The Gap: The Act, while strengthening NHA’s capacity for socialized housing, does not introduce specific, large-scale programs or financing mechanisms explicitly designed for the “missing middle” — those individuals and families who earn too much to qualify for NHA’s traditional socialized housing but not enough to comfortably afford market-rate homes offered by private developers or secure standard housing loans.

    Critical Impact: This segment is often trapped in a housing affordability crisis, resorting to substandard informal housing or living in overly dense conditions. For real estate professionals, this large, underserved market represents both a challenge and an opportunity if appropriate support mechanisms are in place.

    💡Proposed Solutions:

    Targeted Mortgage Subsidies: Advocate for and implement government-backed mortgage interest rate subsidies or downpayment assistance programs specifically for first-time homebuyers within defined mid-income brackets.

    Incentivized Private Sector Participation: Develop clear guidelines and attractive incentives (e.g., density bonuses, streamlined permitting, targeted tax relief beyond NHA partnerships) for private developers to allocate a percentage of their new residential projects to this “missing middle” segment, with agreed-upon price ceilings and quality standards.

    💰 Limited Direct End-User Financing for the Mid-Income Sector

    The Gap: The new law outlined the role of the NHA as a “production and financing arm” for the national government’s public housing initiatives. But this financing role, as outlined, appears largely institutional (funding its own projects or those of LGUs ). There’s no explicit expansion of direct, accessible, and affordable individual housing loan programs for the broader mid-income market seeking to purchase homes outside NHA’s direct production line.

    Critical Impact: Access to affordable end-user financing is a primary barrier for mid-income families. Not all Filipinos are members of the PAG-IBIG Fund. This is the reason this gap exists. Without affordable end-user financing, even if developers build more “affordable” units, this segment will struggle to purchase them.

    💡Proposed Solutions:

    Expand GFI Mandates: Broaden the mandate and funding of Government Financial Institutions (GFIs) like Pag-IBIG Fund to offer more products tailored to the mid-income group, potentially including lower equity requirements, longer loan tenors, or co-financing schemes with private banks.

    Housing Finance Development Fund: Explore the creation of a dedicated fund to provide guarantees or first-loss provisions for housing loans extended by private banks to the mid-income sector, thereby reducing perceived risk and encouraging more lending.

    🛂 Incentives Predominantly Tied to NHA Involvement

    The Gap: The significant tax exemptions in Section 13 are most clearly applicable to NHA’s own projects or those undertaken “in cooperation with” it. There is a lack of broad-based incentives for private developers independently undertaking affordable housing projects for low- (not covered by NHA) and mid-income families.

    Critical Impact: Relying solely on NHA-led or partnered projects may limit the scale and speed at which affordable housing can be delivered. Unleashing the full potential of the private sector requires direct incentives.

    💡Proposed Solutions:

    Tiered Incentive System for Private Developers: Implement a system where private developers can directly avail of fiscal and non-fiscal incentives (e.g., VAT exemptions on construction inputs, expedited environmental clearances, LGU fee waivers) based on the percentage of units they allocate to pre-defined affordable and mid-income price points, meeting specific quality and sustainability standards.

    💰 The Overlooked Rental Market

    The Gap: The Act, like much of Philippine housing policy, heavily emphasizes homeownership. There’s no significant provision for developing, strengthening, or regulating the affordable rental housing market, which is a crucial option for many, especially younger individuals, mobile workers, and those not yet ready or able to purchase a home. Oftenly, the rent control law is deficient in this matter as an overall policy solution.

    Critical Impact: A poorly regulated and underdeveloped rental market leads to insecure tenure, often substandard living conditions, and exploitative pricing for a large segment of the population, including many low- and mid-income earners.

    💡Proposed Solutions:

    National Affordable Rental Housing Program: Develop and fund a comprehensive program that includes:

    📌Incentives (e.g., grants, tax relief) for the construction and operation of build-to-rent projects with a significant component of affordable units.

    📌A review and update of rental regulations to ensure fair practices, secure tenure for tenants, and reasonable returns for landlords.

    📌Consideration of well-designed rental voucher or subsidy programs for the most vulnerable low-income households.

    🏥 Ensuring Equitable Geographic Focus

    The Gap: While the Act mentions “urban and rural development programs”, the historical and often current focus of large-scale housing interventions remains heavily urban-centric, driven by visible crises in cities like Metro Manila. Housing needs in diverse rural contexts, not necessarily linked to major calamities or resettlement, may not receive proportionate attention or appropriately designed solutions.

    Critical Impact: Housing insecurity is not solely an urban phenomenon. Rural families also face challenges related to housing quality, access to basic services in their homes, and tenure security, often linked to agricultural livelihoods.

    💡Proposed Solutions:

    Dedicated Rural Housing Strategy: Task the NHA and DHSUD to develop a specific strategy and allocate dedicated resources for rural housing, considering diverse regional needs, indigenous housing practices, and linkages with agricultural development.

    Strengthen LGU Capacity in Rural Areas: Provide technical and financial assistance to rural LGUs to identify housing needs, plan local housing programs, and manage projects tailored to their specific contexts.

    🏡 Building a More Inclusive Housing Future

    The strengthened National Housing Authority Act is undeniably a positive development, equipping a key government agency with more tools, resources, and a longer runway to tackle the immense housing challenge. Real estate professionals should see new avenues for collaboration in socialized housing and a more stable policy environment. Aspiring homebuyers within NHA’s target groups may find more opportunities emerging.

    However, the Act is not a panacea. The critical gaps identified—particularly concerning the “missing middle,” broader end-user financing, independent private sector incentives for affordable housing, rental market development, and equitable geographic focus—require further attention and policy innovation.

    For Real Estate Professionals: This is an opportune moment to engage proactively. Advocate for policies that address these gaps, explore innovative and inclusive business models that cater to underserved segments, and champion sustainable and community-focused development practices. Your expertise is vital in shaping a more comprehensive housing solution.

    For Potential Homebuyers (especially in the low-to-mid income brackets): Stay informed about the programs that will emerge from this Act. Organize and advocate for your housing needs and rights. Explore all available options, including those offered by GFIs like Pag-IBIG Fund, and demand transparency and quality in housing projects.

    For Policymakers: The passage of this Act is a commendable step. The next crucial phase involves crafting robust Implementing Rules and Regulations (IRRs) that are clear, fair, and truly empower partnerships. Furthermore, we urge policymakers to consider the proposed solutions to bridge the remaining gaps, fostering a housing landscape where every Filipino family has access to safe, decent, and affordable shelter, whether owned or rented.

    The journey to housing security for all Filipinos is a marathon, not a sprint. This Act provides a stronger runner in the NHA, but the race requires a concerted effort from all stakeholders—government, private sector, and the citizens themselves—to ensure no one is left behind.

    What other gaps and proposed solutions do you know that should be discussed in order to make affordable housing available to Filipinos in dire need of it? Let us know by leaving your comments below.

    ——-

    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.

  • 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.

    ——-

    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.

  • How the Ease of Paying Taxes Act Will Revolutionize Real Estate in the Philippines

    “Taxes are the price we pay for a civilized society.”

    – Oliver Wendell Holmes, Jr., Associate Justice of the US Supreme Court

    By Realttorney®

    Let’s face it: taxes have always been the ghost in the room during any property transaction in the Philippines. Whether you’re a developer breaking ground on a new residential enclave, a broker juggling multiple listings, or an heir trying to settle a family estate, tax compliance has often felt like navigating a maze – at times confusing, bureaucratic, and painfully slow.

    But all that may be about to change.

    Last January 2024, Pres. Marcos, Jr. signed into law Republic Act No. 11976, also known as the “Ease of Paying Taxes Act.” It aims to streamline tax administration, making it easier for real estate buyers, sellers, and owners to comply with their obligations. But Rep. Act No. 11976 does not directly address real estate taxation. Instead, it focuses on simplifying the administration of income and estate taxes, which can indirectly impact real estate transactions.

    This article dives into the key features of Rep. Act No. 11976, by highlighting how it benefits various taxpayers and stakeholders in the real estate industry, especially after the BIR released seven (7) Revenue Regulations in the last week of April 2024.

    Streamlined Tax Administration and Tax Compliance:

    One of the most significant benefits of Rep. Act No. 11976 is the emphasis on better and efficient tax administration. To operationalize this, Revenue Regulation No. 8-2024 was issued, which classified taxpayers into four categories:

    1. Micro Taxpayers – those with gross sales of less than P3 million for a taxable year;
    1. Small Taxpayers – those with gross sales of between P3 million to less than P20 million for a taxable year;
    1. Medium Taxpayers – those with gross sales of between P20 million to less than P1 billion for a taxable year; and
    1. Large Taxpayers – those with gross sales of P1 billion and above for a taxable year.

    To be clear, gross sales refer to total sales revenue, net of VAT, if applicable, during the taxable year, without any other deduction. Furthermore, gross sales shall only cover business income, excluding compensation income earned under an employer-employee relationship, passive income under Sections 24[1], 25[2], 27[3] and 28[4], and income excluded under Section 32 (B) of Rep. Act No. 8424, as amended.

    Hence, a mixed income earner (or a person with multiple income streams) will no longer agonize about being unwittingly categorized into a higher classification of taxpayer since the regulation clearly defines gross sales to include only business income.

    However, it should be noted that business income shall include income from the conduct of trade or business or the exercise of a profession. As such, RESPs must know these 4 categories listed above by heart.

    Kindly note that VAT-registered RESPs, business people, and juridical persons shall be automatically classified as Small Taxpayers. But, a taxpayer who will register to engage in business or practice a profession upon the effectivity of RR No. 8-2024 shall initially be classified based on the declaration in the Registration Forms beginning from the year they registered, and shall remain as such unless reclassified.

    Now the concerned taxpayer shall be reclassified in accordance with the threshold values indicated in the 4 items above. Taxpayers shall be duly notified by the BIR of their classification or reclassification, as may be applicable, in a manner or procedure to be prescribed in a revenue issuance to be issued separately.

    Finally, taxpayers registered in 2022 and prior years shall be classified based on their gross sales for the taxable year 2022. But, for taxpayers registered in 2022 and prior years without any submitted information on their gross sales for the taxable year 2022, including taxpayers registered in 2023 or in 2024 before the effectivity of RR No. 8-2024, shall initially be classified as Micro Taxpayer.

    These new classifications of taxpayers were made to encourage tax compliance on the part of all taxpayers in the Philippines.

    Streamlined Tax Filing and Payment

    The Act encourages the BIR to develop user-friendly online platforms for filing tax returns and paying taxes. This translates to:

    • Reduced Time and Cost: Imagine the convenience of filing tax returns electronically from the comfort of your office or home. This eliminates the need to travel to BIR offices and stand in queues, saving valuable time and resources. No more going to and queuing at Authorized Agent Banks (AABs) of different Revenue District Offices (RDOs) all over the country.
    • Fewer Errors: Online filing systems often come with built-in validation checks, minimizing the risk of errors in tax computations and filings.

    Improved Taxpayer Assistance by Modernizing the BIR Systems

    The Act emphasizes providing better taxpayer assistance. The BIR is mandated to perform the following:

    • Enhance taxpayer education: This could involve providing clear and accessible information on tax obligations specific to real estate transactions, such as capital gains tax for property sales or documentary stamp taxes, among others.
    • Establish a more responsive taxpayer hotline: A dedicated and accessible hotline can address taxpayer queries promptly, reducing confusion and frustration. It’s been more than one year since the law became effective. I am not so sure if the BIR has indeed established a more responsive hotline for taxpayers.

    Potential for Reduced Penalties and Interest

    The Act emphasizes fair treatment of taxpayers. While it doesn’t directly waive penalties and interest on late tax payments, it lays the groundwork for a more efficient system. With easier filing and clearer communication, the likelihood of unintentional tax delinquency might decrease. Additionally, the BIR may be more lenient with taxpayers who demonstrate a genuine effort to comply.

    All these reforms are not just superficial changes. It is a change in philosophy. The government is finally recognizing that one size does not fit all, especially in an industry as complex and as vital as real estate.

    Quid Nunc?

    So, what does this mean for you? Whether you own a condominium unit in BGC, manage real estate investments from overseas, or make your living closing deals and filing tax returns, here’s why Rep. Act No. 11976 matters – and how it might just be the best thing to happen to Philippine real estate in years.

    For Real Estate Developers: A Breath of Fresh Air

    If you’ve ever worked behind the scenes of a property development, you know that taxes can make or break project timelines. Filing monthly VAT returns, waiting endlessly for VAT refunds, if any are forthcoming, and managing the ever-changing interpretations of “business style” in official receipts have long been thorns in the side of real estate developers.

    Rep. Act No. 11976 changes the game by allowing developers (and real estate professionals) to:

    • File VAT returns quarterly instead of monthly—a huge administrative relief.
    • Get VAT refunds faster, thanks to a digitalized and standardized process.
    • Forget about “business style” descriptions on receipts, eliminating confusion and clerical inconsistencies.

    For Property Buyers and Property Owners: More Confidence, Less Complexity

    Buyers of real estate will benefit from the reduced transaction time under this relatively new law. The faster processing of the payment of the appropriate tax filing expedites the issuance of certificates authorizing registration and tax clearances, which is a very crucial document for real estate transactions. This can lead to quicker property transfers.

    Property owners – especially those selling land or receiving inherited properties – have traditionally relied on lawyers or licensed real estate brokers to help navigate the tax minefield. But this new law provides some much-needed breathing room.

    Here’s how:

    • Simplified Tax Compliance: The streamlined filing process can save property owners (sellers or heirs) valuable time and resources during property sales.
    • Reduced Compliance Burden: Clearer communication from the BIR can help sellers avoid unintentional tax errors and potential penalties.

    Imagine this: an 82-year-old widow in Quezon City, working to settle her late husband’s estate, no longer needs to deal with stacks of paper forms or wait in endless queues. With the help of a CPA or estate planner using accredited tax systems, her tax filings are secure and timely.

    Real Estate Owners (Landlords and Landladies): Stress-free Management

    • Easier Rental Income Reporting: Online filing systems can simplify the process of reporting rental income and paying income taxes.
    • Improved Access to Tax Information: Clearer and more accessible information from the BIR can help property owners understand their tax obligations related to rental income and property ownership.

    For OFWs and Foreign Investors: No More Flying Home Just to Pay Taxes

    If you’re a Filipino-American, an overseas worker, or a foreign investor who owns land or property in the Philippines, this law is music to your ears. Why? It should be emphasized that all taxes can now be filed and paid online. You have direct control over how you pay and when to pay your taxes.

    Better still, the BIR now recognizes tax service providers who can file the appropriate returns on your behalf, and these filings are considered official.

    That means you don’t need to fly back just to settle capital gains tax or sign estate tax documents. A well-trusted tax lawyer or CPA can now take care of this with full legal effect. With real-time access to filings and BIR receipts, managing a Philippine property portfolio abroad just became more viable.

    For Brokers and Real Estate Professionals: Clarity and Control

    Real estate brokers, listen up. This law could be one of the best tools you didn’t know you needed. Why?

    Historically, brokers have struggled with unclear tax obligations. Are you subject to VAT or percentage tax? Are you filing too much, too often? Worse, issuing a receipt with a mismatched “business style” could trigger an audit.

    What’s better now:

    • The law removes the need to state “business style”, which often caused mismatches between BIR records and what’s written on paper.
    • It clearly classifies taxpayers into micro, small, medium, and large, so brokers with modest earnings aren’t lumped into the same compliance group as corporations.
    • Online filing is now standard, making it easier to comply, even if you live or work in provinces where tax offices are limited.

    Let’s not forget the countless real estate brokers in the past who were penalized for minor infractions in receipts or due to confusion in VAT versus percentage tax requirements. Those days are long gone.

    What to Watch Out For: Implementation Hiccups

    While Rep. Act No. 11976 holds promise for a more taxpayer-friendly environment, its full impact will depend on the BIR’s implementation. Let’s not pretend this will be perfect after more than a year since the effectivity of this law. There are still challenges. And the success of the Act hinges on several factors.

    First, the BIR’s digital infrastructure must catch up quickly. User-friendly online platforms for filing and payment are crucial for achieving the intended benefits. Nationwide implementation requires investment and training for all BIR personnel.

    Second, many tax professionals and real estate service practitioners need retraining to adapt to new systems and classifications.

    Third, aside from professionals, educating taxpayers about their obligations and the new system is vital for ensuring smooth adoption.

    So, while the law is promising, vigilance is still the name of the game. So here are some practical advice for real estate stakeholders – whether you’re a developer, RESP, investor, or heir, here’s what you can do today to benefit from this landmark law:

    1. Review your tax filings and registration. Know what category you fall under.
    1. Update your invoice and receipt formats. Remove “business style” fields and comply with new standards.
    1. Go digital. Sign up for BIR’s eFPS and consult with accredited service providers.
    1. Ask for help. Engage a lawyer-CPA who understands both tax law and real estate. It’s worth it.

    In Closing: A Quiet Revolution for a Complex Industry

    The Ease of Paying Taxes Act isn’t just about cutting red tape. It’s about trust in a system that no longer sees taxpayers as adversaries, but as partners. And in the world of real estate, where fortunes rise and fall on timing, transparency, and compliance, this law may just be the quiet revolution we’ve been waiting for.

    So, the next time you close a sale, inherit a parcel of land, or get ready to invest in property, take comfort in knowing that the system behind the scenes is finally catching up with you, and for you.

    Rep. Act No. 11976 is not just a law. It’s a signal that things in Philippine real estate are about to get a lot easier – and a whole lot smarter. The law represents a positive step towards simplifying tax compliance in the Philippines.

    If you are a real estate service professional, you can play a vital role in disseminating information about the Act’s benefits to your clients. By understanding these changes, real estate buyers, sellers, and owners can navigate the tax landscape with greater ease and confidence. Remember, consulting with a tax advisor is always recommended for specific tax situations related to real estate transactions.

    Share your thoughts by leaving your comments in the comments section, and let’s start a conversation.

    ——-

    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.

    [1] On Interests, Royalties, Prizes, and Other Winnings, and Cash and/or Property Dividends of Individual Citizens.

    [2] On Prizes amounting to PhP 10,000.00 or less; and royalties on books as well as other literary works, and royalties on musical compositions of an Individual Resident Alien.

    [3] On Interest from Deposits and Yield or any other Monetary Benefit from Deposit Substitutes and from Trust Funds and Similar Arrangements, and Royalties; and Tax on Income Derived under the Expanded Foreign Currency Deposit System of Domestic Corporations.

    [4] Tax on Resident and Non-Resident Foreign Corporations.

  • Retirement and Real Estate: Living in the Philippines After Working Abroad

    “Retirement is a blank sheet of paper. It is a chance to redesign your life into something new and different.”

    – Patrick Foley, Actor and Writer

    By Realttorney®

    For many Filipino-Americans and overseas workers, retiring in the Philippines offers a blend of affordability, cultural familiarity, and tropical beauty. Whether driven by emotional ties or economic advantages, settling down in the Philippines requires careful planning, especially when it comes to real estate, taxation, healthcare, and other legal considerations.

    This guide provides a comprehensive roadmap for retirees looking to transition smoothly into life in the Philippines, covering best places to retire, real estate options, tax implications, healthcare access, and educational institutions.

    🏡 Best Places to Retire in the Philippines

    Choosing the right location depends on the cost of living, healthcare access, and community atmosphere. Some of the most popular retirement destinations include:

    1. Cebu City

    ✅ A balance of urban convenience and coastal charm.

    ✅ Home to top-tier hospitals like Chong Hua Hospital and Cebu Doctors’ University Hospital.

    ✅ Thriving expat community with international restaurants and shopping centers.

    2. Dumaguete

    ✅ Known as the “City of Gentle People,” it offers a low cost of living and a peaceful environment.

    ✅ Home to Silliman Medical Center, a preferred hospital for retirees.

    ✅ Strong expat presence, making integration easier.

    3. Tagaytay

    ✅ Cooler climate, scenic views, and proximity to Metro Manila.

    ✅ Ideal for retirees who want tranquility without isolation.

    ✅ Access to quality healthcare in nearby cities like Makati and Manila.

    4. Iloilo

    ✅ A growing city with modern amenities, yet it retains a laid-back provincial feel.

    ✅ Affordable housing and strong local governance.

    ✅ Access to Western Visayas Medical Center and private hospitals.

    5. Davao City

    ✅ Affordable living, strong security, and access to nature.

    ✅ Home to the Southern Philippines Medical Center, one of the largest hospitals in Mindanao.

    ✅ Strict local policies ensure cleanliness and safety.

    🏠 Real Estate Options: Gated Subdivisions vs. Condos vs. Countryside Homes

    Retirees have several real estate options depending on their lifestyle preferences:

    1. Gated Subdivisions

    ✅ Security & Community – Ideal for those who want 24/7 security, amenities, and a suburban feel.

    ✅ Proximity to Urban Centers – Many subdivisions are located near business districts and hospitals.

    ✅ Higher Property Value – Homes in gated communities tend to appreciate over time.

    2. Condominiums

    ✅ Low-Maintenance Living – Best for retirees who prefer easy upkeep and access to city conveniences.

    ✅ Amenities & Accessibility – Condominium projects often include gyms, pools, and concierge services.

    ✅ Foreign Ownership Allowed – Under the Condominium Act of 1966, foreigners can own condo units as long as foreign ownership in the building does not exceed 40%.

    3. Countryside Homes

    ✅ Privacy & Space – Offers larger lots, gardens, and a slower pace of life.

    ✅ Lower Cost of Living – Rural areas generally have cheaper land and living expenses.

    ✅ Self-Sufficiency – Ideal for retirees who want to grow their own food or live sustainably.

    🛂 SRRV (Special Resident Retiree Visa) and Its Benefits

    The Special Resident Retiree Visa (SRRV) is a great option for foreign retirees, including former Filipinos, who do not wish to apply for dual citizenship. The benefits of this program of the Philippine Retirement Authority include:

    ✅ Multiple-entry privileges with indefinite stay in the Philippines.

    ✅ Exemption from travel taxes when leaving the country.

    ✅ Access to local investments such as real estate and business ventures.

    ✅ Discounts on healthcare and other services.

    Applicants must meet financial requirements, including a deposit ranging from $10,000 to $50,000, depending on age and retirement status.

    💰 Tax Implications for Retirees in the Philippines

    Retirees in the Philippines must consider various tax obligations:

    1. Income Tax. Retirees earning passive income (such as rental income from properties) are subject to graduated income tax rates or a final withholding tax.

    2. Capital Gains Tax (CGT). A 6% tax applies to the sale of real estate classified as a capital asset.

    3. Estate Tax. Retirees planning their estate must consider the 6% estate tax, which applies to the net value of assets transferred upon death.

    4. Real Property Tax. There is an annual ad valorem tax that is imposed by local government units on the ownership of land within their territorial jurisdiction. This is typically 1% to 2% of the assessed value, based on the current schedule of market values.

    🏥 Best Healthcare Options for Retirees

    Access to quality healthcare is a major consideration for retirees. Some of the best hospitals and healthcare providers include:

    ✔️ St. Luke’s Medical Center (Manila & Quezon City) – World-class facilities with international accreditation.

    ✔️Makati Medical Center – A top-tier hospital known for its advanced medical services.

    ✔️Chong Hua Hospital (Cebu) – A leading hospital in the Visayas region.

    ✔️Medical City (Pasig & Clark) – Offers specialized care and wellness programs for retirees.

    ✔️Silliman Medical Center (Dumaguete) – A preferred hospital for retirees in the Visayas.

    Retirees can also enroll in PhilHealth, the national health insurance program, or opt for private health insurance for broader coverage.

    📖 Best Educational Institutions for Retirees in the Philippines

    Many retirees have found comfort, affordability, and fulfillment in the Philippines. Retirement does not have to be the end of educational pursuits. Retirees who wish to share their knowledge and experience may desire to take up part-time teaching positions in these prestigious educational institutions.

    Finally, education may also be an important consideration for retirees who may have children or grandchildren studying in the Philippines, or who simply value access to lifelong learning opportunities. Here’s a look at some of the best educational institutions located near the top retirement destinations in the Philippines:’

    1. Cebu City. The City of Cebu is home to several prestigious universities and schools that cater to both local and international students

    ✔️ University of Cebu (UC) – Offers a wide range of courses, including business, law, and engineering.

    ✔️ University of San Carlos (USC) – One of the oldest universities in the Philippines, known for its strong academic programs.

    ✔️ Cebu Institute of Medicine – A top medical school for retirees interested in healthcare education.

    ✔️ Cebu International School – Ideal for expat families looking for an international curriculum.

    2. Dumaguete. Dumaguete is known as the “University Town” due to its strong academic institutions:

    ✔️ St. Paul University Dumaguete – A private Catholic institution known for its high academic standards.

    ✔️ Negros Oriental Montessori International School – A Montessori-based school emphasizing individualized learning.

    3. Tagaytay. While Tagaytay itself does not have many universities, nearby cities offer excellent options:

    ✔️ De La Salle University – Dasmariñas – A top-tier university located in Cavite, offering business, engineering, and liberal arts programs.

    ✔️ Lyceum of the Philippines University – Cavite – Known for its strong hospitality and tourism programs.

    ✔️ Cavite State University, Don Severino De Las Alas Campus – This is the main campus of the Cavite State University system that was founded in 1906 in the heart of Upland Cavite. It is known for its strong focus on agriculture, particularly in research and development, and its commitment to producing globally competitive nurses and academicians.

    4. Iloilo. The “City of Love” or “Asia’s City of Love” – the nickname of Iloilo City – is a growing educational hub with several reputable institutions:

    ✔️ University of the Philippines Visayas (UPV) – A leading university specializing in fisheries, marine science, and business.

    ✔️ Central Philippine University (CPU) – Offers strong programs in engineering, business, and health sciences.

    ✔️ Iloilo Scholastic Academy – A private school offering international curricula.

    5. Davao City. Davao is home to some of the best universities in Mindanao:

    ✔️ Ateneo de Davao University – A prestigious Jesuit university known for its law, business, and engineering programs.

    ✔️ University of Mindanao – Offers a wide range of courses, including criminology and business administration.

    These institutions provide high-quality education and contribute to the vibrant intellectual and cultural atmosphere of their respective cities. Whether retirees are looking for lifelong learning opportunities, educational institutions for family members, or simply a well-rounded community, these universities and schools enhance the appeal of these retirement destinations.

    ✅ Why It Matters: Making Retirement in the Philippines a Reality

    Retiring in the Philippines offers a unique blend of affordability, cultural familiarity, and a relaxed tropical lifestyle. Whether you are a Filipino-American returning home, an overseas worker planning for retirement, or a foreign retiree seeking a peaceful haven, the Philippines provides diverse real estate options, strong healthcare infrastructure, and financial advantages that make it an attractive retirement destination.

    However, a successful transition requires careful planning. From choosing the right location to understanding tax implications, securing quality healthcare, and designing a retirement home remotely, every step plays a crucial role in ensuring a comfortable and financially stable retirement.

    Your Next Steps: Turning Retirement Plans into Reality

    ✅ Assess Your Retirement Needs – Define your budget, healthcare requirements, and lifestyle preferences.

    ✅ Explore Real Estate Options – Whether it’s a gated subdivision, a condominium unit, or a countryside home, choose a property that aligns with your retirement goals.

    ✅ Understand Tax & Legal Considerations – Ensure compliance with capital gains tax, estate planning, and property ownership laws.

    ✅ Secure Healthcare Coverage – Enroll in PhilHealth or private insurance to guarantee access to top-tier medical facilities.

    ✅ Apply for the SRRV Visa – If eligible, take advantage of the Special Resident Retiree Visa for long-term residency benefits.

    ✅ Consult with Experts – Work with licensed real estate brokers, attorneys, and financial advisors to navigate the complexities of retirement planning.

    Start Planning Today!

    Retirement is not just about relaxation — it’s about security, fulfillment, and making informed decisions. By taking proactive steps, you can ensure a smooth transition into your new life in the Philippines.

    If you’re ready to take the next step, connect with local experts, explore real estate opportunities, and start building your dream retirement home today!

    ——-

    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, as well as other stakeholders, be well-informed of the latest laws, rules, regulations, and information relevant to the real estate service industry.

  • Legal Insights on Real Estate in Corporate Liquidation

    “Besides a happy policy as to civil government, it is necessary to institute a system of law and jurisprudence founded in justice, equity and public right.”

    – Ezra Stiles, American Education & Theologian

    (Part 3 of 4)

    By Realttorney®

    In the previous article, we covered the background and step-by-step procedures for selling real estate registered in the name of a dissolved corporation. We now turn to discussing several key jurisprudences. The Supreme Court has issued multiple rulings that clarify the extent of a “dead” corporation’s authority and the validity of its transactions post-dissolution.

    These decisions are binding legal precedents and valuable guidance for real estate service professionals.

    ⚖️ Rich v. Paloma III (G.R. No. 210538, March 7, 2018)

    📚 Facts Leading to the Controversy:

    📌 In 1997, Dr. Gil Rich lent ₱1,000,000 to his brother, Estanislao Rich, secured by a real estate mortgage over a 1,000-square-meter parcel of land in Maasin City, Southern Leyte.

    📌 When Estanislao failed to pay, Dr. Rich foreclosed on the property in March 2005 and was declared the highest bidder at the auction.

    📌 Unknown to Dr. Rich, Estanislao had previously mortgaged the same property to Maasin Traders Lending Corporation (MTLC) in January 2005 for ₱2.6 million.

    📌 MTLC, through its president, Ester Servacio, redeemed the property in March 2006, despite being dissolved by the Securities and Exchange Commission in September 2003.

    🌐 Main Issue to be Resolved: Was MTLC legally capable of redeeming the property despite its dissolution?

    💡 Key Legal Principles Applied

    ✅ Corporate Dissolution & Liquidation: The Supreme Court ruled that a dissolved corporation retains no juridical personality except for liquidation purposes. Since MTLC had ceased to exist before the mortgage agreement, it could not validly redeem the property.

    ✅ The Supreme Court reversed the Court of Appeals’ decision and declared the real estate mortgage between Estanislao and MTLC null and void. It also ordered the cancellation of the Deed of Redemption in favor of MTLC.

    ⚖️ Yu v. Yukayguan (G.R. No. 177549, June 18, 2009)

    📚 Facts Leading to the Controversy:

    📌 The case involved a dispute between Anthony S. Yu and Joseph S. Yukayguan, who were half-brothers and stockholders of Winchester Industrial Supply, Inc. (Winchester, Inc.).

    📌 Joseph and his family filed a derivative suit against Anthony and his family, alleging embezzlement, falsification of corporate records, and misappropriation of corporate funds.

    📌 The Regional Trial Court (RTC) of Cebu City dismissed the complaint, ruling that the plaintiffs failed to meet the requirements for a derivative suit.

    🌐 Main Issues to be Resolved: (1) Did the plaintiffs properly exhaust all remedies before filing the derivative suit, and (2) Should the case be remanded for further proceedings given the dissolution of Winchester, Inc.

    💡 Key Legal Principles Applied

    ✅ Requirements for a Derivative Suit: The Supreme Court emphasized that a stockholder must exhaust all available remedies within the corporation before filing a derivative suit. The plaintiffs failed to prove they had done so.

    ✅ Corporate Dissolution & Liquidation: Since Winchester, Inc. had been formally dissolved, the Court of Appeals remanded the case to the RTC to oversee the final settlement of corporate assets.

    ✅ In the end, the Supreme Court affirmed the RTC’s dismissal of the derivative suit but upheld the remand of the case to the RTC for the proper distribution of corporate assets following the dissolution of Winchester, Inc.

    ⚖️ Aguirre v. FQB+7 (G.R. No. 170770, Jan. 9, 2013)

    📚 Facts Leading to the Controversy:

    📌 FQB+7, Inc. was a corporation established in 1985, with its original board of directors and stockholders listed in its Articles of Incorporation.

    📌 In 2002, a General Information Sheet (GIS) was filed with the Securities and Exchange Commission (SEC), reflecting changes in the corporation’s directors and stockholders, including the heirs of a deceased stockholder.

    📌 Vitaliano Aguirre II, a stockholder, discovered the GIS in 2004 and questioned its validity, alleging that the changes were fraudulent and unauthorized.

    📌 Thereafter, Aguirre filed a complaint for intra-corporate dispute, seeking an injunction, inspection of corporate books, and damages.

    🌐 Main Issues to be Resolved: (1) Did the trial court have jurisdiction over the intra-corporate dispute despite the corporation’s dissolution, and (2) Was the GIS valid, and did the respondents have the authority to act as corporate officers?

    💡 Key Legal Principles Applied

    ✅ Jurisdiction Over Intra-Corporate Disputes: The Supreme Court ruled that corporate dissolution does not automatically terminate intra-corporate disputes. Under Section 145 of the old Corporation Code, rights and remedies of stockholders and directors remain enforceable even after dissolution.

    ✅ Corporate Liquidation: A dissolved corporation retains limited juridical personality for the purpose of winding up its affairs, including resolving disputes over stock ownership and corporate governance.

    ✅ Validity of Corporate Acts: The Court emphasized that corporate records, such as GIS filings, must be properly authenticated and that unauthorized changes to corporate governance can be challenged.

    ✅ The Supreme Court partially granted the petition, reinstating the intra-corporate case before the trial court while nullifying the writ of preliminary injunction. It clarified that the dispute should proceed to determine the rightful corporate officers and stockholders.

    ⚖️ Gelano v. Court of Appeals (G.R. No. L-39050, Feb. 24, 1981)

    📚 Facts Leading to the Controversy:

    📌 Insular Sawmill, Inc., a corporation engaged in the lumber business, leased a property owned by Guillermina Mendoza de Gelano in Manila.

    📌 Guillermina’s husband, Carlos Gelano, obtained cash advances from Insular Sawmill amounting to ₱25,950, agreeing that the corporation could deduct the amount from rental payments.

    📌 Carlos failed to fully repay the advances, leaving an unpaid balance of ₱20,000.

    📌 Additionally, the couple made credit purchases of lumber materials worth ₱946.46 for home improvements, which remained unpaid.

    📌 Insular Sawmill also co-signed a promissory note with Carlos for a ₱8,000 loan from China Banking Corporation, which Carlos failed to settle, leaving a balance of ₱4,106.

    📌 Guillermina refused liability, arguing that the debts were personal obligations of her husband.

    🌐 Main Issue to be Resolved: Could Insular Sawmill, Inc. continue prosecuting the case despite its corporate dissolution?

    💡 Key Legal Principles Applied

    ✅ Corporate Dissolution & Litigation: The Supreme Court ruled that a dissolved corporation may continue prosecuting pending cases beyond the three-year winding-up period, provided there is substantial compliance with liquidation procedures.

    ✅ Trustee Representation: Even without a formal trustee, the corporation’s legal counsel was deemed to have substantially fulfilled the role of a trustee for litigation purposes.

    ⚖️ Clemente v. Court of Appeals (G.R. No. 82407, Mar. 27, 1995)

    📚 Facts Leading to the Controversy:

    📌 The case involved a dispute over ownership of a 5,349-square-meter parcel of land in Calamba, Laguna.

    📌 The land was originally acquired by Sociedad Popular Calambeña, an organization that operated as a sociedad anónima (anonymous partnership) from 1909 to 1932.

    📌 The petitioners, including Luis C. Clemente, claimed ownership based on their stockholdings in the dissolved entity.

    📌 The respondents, Elvira Pandinco-Castro and Victor Castro asserted ownership through acquisitive prescription, arguing that they had possessed the land openly and continuously.

    🌐 Main Issues Resolved: (1) Did the petitioners have a valid claim to ownership based on their stockholdings in Sociedad Popular Calambeña, and (2) Could the respondents acquire ownership through acquisitive prescription despite the petitioners’ claims?

    💡 Key Legal Principles Applied

    ✅ Ownership Rights of Dissolved Entities: The Supreme Court ruled that stockholders of a dissolved corporation do not automatically acquire ownership of corporate assets unless proper liquidation procedures are followed.

    ✅ Acquisitive Prescription: The Court upheld the principle that continuous, open, and adverse possession of property for the required period can lead to ownership, provided there is no legal impediment to prescription.

    ✅ Burden of Proof in Ownership Claims: The petitioners failed to establish a clear legal basis for their claim, as they did not present sufficient evidence proving their direct ownership of the land.

    ✅ Hence, the Supreme Court affirmed the Court of Appeals’ decision, rejecting the petitioners’ claim and recognizing the respondents’ ownership through acquisitive prescription.

    ⚖️ Reburiano v. Court of Appeals (G.R. No. 102965, January 21, 1999)

    📚 Facts Leading to the Controversy:

    📌 Pepsi Cola Bottling Company of the Philippines, Inc. filed a case against Urbano Reburiano and James Reburiano for unpaid obligations amounting to ₱55,000.

    📌 The Regional Trial Court (RTC) of Quezon City ruled in favor of Pepsi, ordering the defendants to pay the amount, with deductions for returned empty cases.

    📌 Pepsi appealed to the Court of Appeals, which modified the RTC’s ruling, ordering the defendants to pay ₱55,000 with legal interest from January 1982.

    📌 After the case became final and executory, the RTC issued a writ of execution in 1991.

    📌 The Reburianos moved to quash the writ, arguing that Pepsi had ceased to exist as a corporation in 1983, thus losing its juridical personality to sue or enforce judgments.

    🌐 Main Issues Resolved: Could Pepsi Cola Bottling Company enforce the judgment despite its corporate dissolution?

    💡 Key Legal Principles Applied

    ✅ Corporate Dissolution & Liquidation: The Supreme Court ruled that a dissolved corporation retains limited juridical personality for three years to settle affairs and prosecute pending cases.

    ✅ Trustee Representation: Even without a formal trustee, the corporation’s legal counsel was deemed to have substantially fulfilled the role of a trustee for litigation purposes.

    ✅ Finality of Judgments: The Court emphasized that final and executory judgments must be enforced, and procedural objections raised after finality cannot prevent execution.

    ✅ The Supreme Court affirmed the Court of Appeals’ decision, ruling that Pepsi Cola Bottling Company could still enforce the judgment despite its dissolution. The motion to quash was denied, and the execution of the judgment was upheld.

    ⚖️ Alhambra Cigar & Cigarette Manufacturing Company, Inc., vs. SEC (G.R. No. L-23606, July 29, 1968)

    📚 Facts Leading to the Controversy:

    📌 Alhambra Cigar & Cigarette Manufacturing Company, Inc. was incorporated in 1912 with a corporate term of 50 years, set to expire on January 15, 1962.

    📌 Upon expiration, Alhambra ceased operations and entered liquidation, appointing Angel S. Gamboa as trustee.

    📌 In 1963, Republic Act No. 3531 was enacted, allowing corporations to extend their corporate life beyond the original term.

    📌 Alhambra attempted to amend its Articles of Incorporation to extend its corporate existence for another 50 years.

    📌 The Securities and Exchange Commission (SEC) rejected the amendment, ruling that Republic Act No. 3531 had no retroactive effect and could not apply to corporations whose term had already expired.

    🌐 Main Issues Resolved: Could Alhambra extend its corporate life after its original term had expired?

    💡 Key Legal Principles Applied

    ✅ Corporate Life Extension: The Supreme Court ruled that a corporation cannot extend its existence once its original term has expired. Any amendment must be made before expiration.

    ✅ Non-Retroactivity of Laws: Republic Act No. 3531 did not apply retroactively, meaning corporations that had already ceased to exist could not revive themselves through an amendment.

    ✅ SEC’s Authority: The Court upheld the SEC’s decision, affirming its authority to reject amendments that violate corporate law principles.

    ✅ The Supreme Court affirmed the SEC’s decision, ruling that Alhambra could not extend its corporate life after expiration. The corporation remained in liquidation, and its assets were to be distributed accordingly.

    These are some of the decisions promulgated by the Supreme Court that will guide practitioners to understand the process of dissolution and the underlying legal principles behind it. May this review of related jurisprudence be a valuable tool for all practitioners alike.

    Now, real estate service practitioners play a vital role in safeguarding the legality and integrity of property transactions involving dissolved corporations. Whether the sale is conducted during or after the 3-year liquidation window, it is essential to:

    👉 Identify the correct person or group of persons who is/are authorized to sell the property.

    👉 Conduct proper and exhaustive legal due diligence on the entity and the property subject to the purchase.

    👉 Ensure full legal transparency to protect all parties to the transaction.

    When in doubt, consult a corporate or real estate lawyer familiar with liquidation and estate laws. Ethical practice and legal compliance should always be aligned.

    The last part of the series will discuss the path to resurrecting a “dead” corporation in light of the enactment of the Revised Corporation Code (Rep. Act No. 11232).

    ——-

    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.