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Corporate Term.: Section 11

This document discusses corporate term extensions under Section 11 of the Corporate Code. It states that a corporation's original term cannot exceed 50 years unless extended, and extensions cannot be for more than 50 years each or made earlier than 5 years before expiration without SEC approval. It also notes that extensions constitute continuing the original corporation, not creating a new one, and an expired corporation may only be reinstated by refiling documents and not by automatically succeeding the original. The code places no limits on the number of extensions that can be made.

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74 views

Corporate Term.: Section 11

This document discusses corporate term extensions under Section 11 of the Corporate Code. It states that a corporation's original term cannot exceed 50 years unless extended, and extensions cannot be for more than 50 years each or made earlier than 5 years before expiration without SEC approval. It also notes that extensions constitute continuing the original corporation, not creating a new one, and an expired corporation may only be reinstated by refiling documents and not by automatically succeeding the original. The code places no limits on the number of extensions that can be made.

Uploaded by

Hv Estok
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
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Section 11.

Corporate term.
A corporation shall exist for a period not exceeding fifty (50) years from the date of
incorporation UNLESS sooner dissolved or unless said period is extended.
The corporate term as originally stated in the articles of incorporation may be extended
for periods not exceeding fifty (50) years in any single instance by an amendment of the
articles of incorporation, in accordance with this Code;
Provided, that no extension can be made earlier than five (5) years prior to the
original or subsequent expiry date(s)
UNLESS there are justifiable reasons for an earlier extension as may be
determined by the Securities and Exchange Commission. (6)
Extension of Corporate Term
1. Limitations
a. The term shall not exceed fifty years
b. The amendment is effected1 before the expiration of the corporate term of
existence, for after dissolution by expiration of the corporate term there is no
more corporate life to extend. Hence, the extension cannot be done during
the three-year period of liquidation.
c. The extension cannot be made earlier than five (5) years prior to expiration
date unless there are justifiable reasons that SEC may determine.
2. Effect of extension/expiration term
a. Constitutes the continuation of the old, and not the creation of a new corporation
b. Upon the expiration of the period fixed in the AOI, in the absence of compliance
with the legal requisites for an extension period, the corporation ceases to exist
and is dissolved ipso facto.
c. The expiration of the term for which the corporation was created does not,
produce for its immediate dissolution for all purposes. A corporation whose
corporate life has expired may be reincorporated only by complying with the
registration requirements under the Corporation Code, viz., filing of new articles
of incorporation and by-laws accompanied by supporting documents required for
registration.
d. A corporation that has been reincorporated after its original terms of existence
has expired does not automatically succeed to the assets of the original
corporation which is deemed dissolved in the absence of a corporate liquidation
under Section 222
3. Automatic extension of term
Section 11 allows the automatic extension of the corporate existence by
amendment of the AOI within 5 year period before the expiration date of the
existing term, during which the SEC may look if necessary into the financial
structure of the corporation and its past operations or actuations.
The code places no limits to the number of extensions that may be made.
Period of corporate existence a matter of public interest
It has been ruled that the limitation of corporate existence to a definite period is an
exercise of control in the interest of the public.

Under the doctrine of relation which has been applied in American Decisions, where the delay in effecting the
amendment is due to the neglect of the officer with whom the application is required to be filed or to a wrongful
refusal on his part to received it, the same will be treated as having been filed before the expiry date. This doctrine
does not apply where the delay is attributable to the corporation

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