SECTION 6: Classification of Shares  So the incorporators will make the

It provides that the corporation may classify classification of the shares

their respective shares.  The top reward when the corporation is
The shares issued by the corporation may already incorporated the board of directors
subject to corresponding rights, privileges and together with the stockholders they are not
restrictions. precluded for reclassifying the shares of
corporation
 Ex. Corporation A and if that corporation
issued share it should classify accordingly FOLLOWING TERMINOLOGIES
and may be subject to different rights, 1. Capital stock
privileges and restriction.  That is the amount fixed in the articles of
o Because the law says the stock incorporation to be subscribed and paid by
corporation may divide their share the stockholders of the corporation.
into class or series of shares.  Basically it involves the par value and no par
o So Every class every series of shares values shares of the corporation.
is entitled to different rights, privileges 2. Authorized capital stock
and restrictions  The amount to be subscribed and paid by the
o But however if there is no stock holders.
classification mention in articles of  But basically it only involves par value shares
incorporation every shares issued by unlike in capital stocks it includes no par
the corporation is considered to be of value shares but in authorized stock its only
equal rights, liabilities and restriction limited on par values shares.
that is by reason of Doctrine of 3. Subscribe capital stock
equality of shares.  It is the shares covered by the subscription
o Before a share maybe entitled to as agreement
certain rights, privileges and  Ex. You have 100 000 capital stock 50 000 is
restrictions it must be clearly covered by subscription agreement that is
classified in the articles of now considered the subscribe capital stock.
incorporation. In the absence of that 4. Outstanding capital stock
you apply the Doctrine of equality of  It refers to all the shares issued by the
shares. corporation weather fully paid or not but it
o all shares issued by the corporation does not involve treasury shares.
shall be treated equally in all 5. Capital
respects.  Is the asset of the corporation
o When do you meet the classification 6. Stated capital
of the shares?  That is the sum of the par value shares
 Basically at the time of issued by the corporation and the value
incorporation received by the issuance of the no par values
 shares. And as well as any amount distribution of the assets in case of
transferred by a corporate action from a liquidation.
dividends into a stated capital.  Ex. Kung hawak hawak mo ngayon ay
preffered share at nagkaroon ng
CLASSIFICATION OF SHARES distribution ng dividends uunahin na
1. Common shares babayaran ka or kapag na dissolve ang
 Shares entitled to a pro rata distribution of corporation o nag liquidate ng properties
the dividends uunahin din na babayaran yung shares
 Ex. If this is our corporation you are share mo.
holders holding a common shares so you are  Because that is considered a preferred
entitled to pro rata distribution of the shares which is entitled to a certain
dividends of the corporation. preference.
 But basically if that is the common share it is
entitled to vote for the approval of the LIMITATION OF THE PREFERRED SHARES
particular corporate act. 1. It may be deprived of the voting rights
 Basically a common shares is entitled to the  The law use the word “may” you can
voting rights and at the same time it is entitled deprived the preferred share but it does not
to the pro rata distribution of the dividends of necessarily follow that the preferred share
the corporation. has no right to vote
 So therefore if in the Articles of Incorporation  It may be deprived of the voting rights and
or even in the certificate of stocks you limit, the voting rights is pertaining to The right to
you restrict the right of the common share approved a particular incorporate act.
holders that is considered invalid. Why?  But in case this preferred share is deprived
o Because you cannot restrict the right of the voting right which is The right to
of the shareholders holding a approved a particular incorporate act can a
common shares because that is preferred share vote? Yes he can still vote
entitled to all the voting rights which  Because The holders of nonvoting shares
is the right to vote for the approval of shall nevertheless be entitled to vote on
the particular corporate act and at the the following matter:
same time the right to the Pro rata a) Amendment of the articles of
distribution of the dividends issued by incorporation;
the corporation. b) Adoption and amendment of bylaws;
2. Preferred shares c) Sale, lease, exchange, mortgage,
 They are giving certain preferences so if pledge, or other disposition of all or
you are holding a preferred share you’re substantially all of the corporate property;
giving certain preferences its either to the d) Incurring, creating, or increasing bonded
distribution of dividends or as to the indebtedness;
 e) Increase or decrease of authorized  Because it is the discretion of the Board of
capital stock; Directors to declare dividends
f) Merger or consolidation of the  So incase limang taon na nawalang nag
corporation with another corporation or declare ng dividends si corporation si Board
other corporations; Of Directors (BOD) so if in the 6 year nag
g) Investment of corporate funds in another declare ng dividends si BOD so therefore if
corporation or business in accordance you are holding a cumulative preferred share
with this Code; and you are entitled to the dividends at the time
h) Dissolution of the corporation. of the declaration and as well as the our
years.
 So even though preferred share is deprived  So meaning yung limang taon na wala kang
of the voting right that voting right it The right natanggap matatanggap mo yon because
to approved a particular incorporate act. But that is the cumulative preferred share
however it does not preclude the preferred 2. Participating preferred shares
share to vote the following.  Ex. Eto yung preferred shares kayo yung
 But with the respect to corporate particular common shares so equally entitled kayo sa
act he cannot if he is deprived under Articles dividends. But incase in a certain corporation
Of Incorporation (AOI). there are share holders holing preferred
2. It may be given certain preferences in the shares kapag mag didistribute ng dividends
distribution of dividends and in the uunahin sila
liquidation in the asset as long as it I  Kapag nabayaran lahat ng proportionate
provided in the Articles of Incorporation. interest ng preferred share holders (not fixed)
3. Preferred share may be issued only with a depends on the agreement. Ang natitirang
stated par value dividends that will be distributed equally
 there is a fixed amount in respect to the according to the common share holder.
preferred shares.  So after distributing meron pang natira
4. The rights, privileges and restrictions of therefore paghahatian yan normally ng
preferred shares may be fixed by the board of common share but since they are considered
directors. the participating preferred shares
paghahatian ng common share pati ng
KINDS OF THE PREFERRED SHARES participating preferred shares.
1. Cumulative preferred share 3. Non participating preferred share
 Ex. If you are holding a cumulative preferred  Entitled ka lang sa dividends kapag
share basically in the declaration of natanggap mo na ang dividends nothing less
dividends it is not necessarily that the board 4. Cumulative participating preferred shares
of directors has to declare dividends.  You apply the rule under cumulative
 Kung ayaw ni board of director na mag preferred share and the participating
declare ng dividends wala kang magagawa preferred shares.
5. Voting shares h) Dissolution of the corporation.
 Basically it is entitled to right to vote
 those shares may be deprived of voting Condition before you can issue a non voting
rights that refers to the common shares. shares
 Common shares is basically considered as 1. The non voting shares pertain only to preferred
the voting shares and redeemable shares
 However if you want to deprived the voting 2. A non voting share although it is defined as a
rights that will be had as to what? as to share that has no right to vote but it can still vote
redeemable and preferred shares. Only the on the particular instances provided in the
redeemable or preferred share that may be second paragraph of your section 6
deprived of voting rights. 3. If there are non voting shares there shall be
 But the common shares cannot be deprived shares which shall not be deprived of the voting
of the voting rights rights.
 When you say voting rights or the voting  So basically if you come up with a non voting
shares that is entitled to vote and that shares you have to issue also voting shares.
particular right is The right to approved the (kasi kapag non voting shares yan lahat sino
particular corporate act. na ang magboboto sino na ang
6. Non voting share magaapprove ng particular corporate act.
 no right to vote
 It is not applicable literally because you can CLASSIFICATION OF SHARES
still vote under the following instance in the 1. Par value shares
second paragraph.  There is a fixed amount in the articles of
a) Amendment of the articles of incorporation
incorporation;  Ex. Halaga ng per share is 50 that’s it the par
b) Adoption and amendment of bylaws; value shares as long as it is fix in the articles
c) Sale, lease, exchange, mortgage, of incorporation or in the certificate of stock.
pledge, or other disposition of all or 2. No par value shares
substantially all of the corporate property;  There is no values fix therefore it has no
d) Incurring, creating, or increasing bonded arbitrary amount but however it has no value
indebtedness; fix in the articles of incorporation it has an
e) Increase or decrease of authorized issued value.
capital stock;  Issued value
f) Merger or consolidation of the o that is the a value fix issued by the
corporation with another corporation or board of directors as to the no par
other corporations; value shares.
g) Investment of corporate funds in another
corporation or business in accordance
with this Code; and
 CONSEQUENCES OF THE ISSUANCE OF THE fulfilled normally it I the condition is the
NO PAR VALUE SHARES payment of the entire share
1. That share is considered fully paid and o Ex. Nag issue ako ng share sa inyo I
nonassessable deposited that in escrow because wala
2. That no par value share shall not be liable to pang bayad yung shares ninyo
the corporation or to its creditors. o So before you can be a share holder of a
3. That no par value share must be issued for corporation you have to pay the entire
a consideration not less than 5 pesos. share or agriggate amount of that shares
4. The no par value share shall not be declared deposited in escrow. So that is the
as to dividends but rather it shall be treated considered share in escrow.
as capital.  Founders’ shares
 But at the same time the corporation may further o This is the shares issued to the founders,
classify their shares accordingly to ensure the reward to the founders In the
legal compliances provided in the last part. incorporators sila yung nag incorporate
ng corporations so they are entitled in the
MGA DI PWEDE MAG ISSUE NG NO PAR founders’ shares
VALUE SHARES o And when you see founders’ share they
 Preferred shares hindi pwedeng gawing no par are entitle to a certain rights and
values shares privileges which is not available to any
 The shares or series of shares that is issued by other shares
banks, trust insurance, pre need companies, o But however if the right and privileges
public utilities, building and loans association granted to the founder share is the right
and other corporation authorized to obtain or to be vote, to vote and to be voted for in
access funds from the public claim. the election of directors is granted it must
be limited not exceed 5 years from the
SECTION 7: Founders’ Shares date of incorporation.
 Promotion share o Ex. Sila yung incorporators and they are
o They are shared issued to the promoters given founder shares and that share Is
of the corporation entitled to be voted as a director of the
o Before you incorporate a corporation board of directors that is only good for 5
meron kayong mga promoters because years from the date of incorporation.
the promoters will attract investors so o Meaning meron na silang secured seats
therefore as a reward you give promotion sa board of directors.
shares o But however founder shares must be
 Share in escrow shall subject to “Anti-dummy law” and
o They are the shares deposited until and “foreign investments act of 1991” and
unless the certain conditions have been other pertinent law.
 o Anti-dummy law – that respect the  Trust Fund Doctrine says – The capital of the
nationalization principle (Filipino first corporation is preserved for the corporate
policy) creditors.
o because as a rule before you incorporate o But Exception to the rule if it is
a corporation there should be 60% redeemable shares you can purchased
(owned by Filipino) and 40% (Owned by that redeemable shares out of the capital
foreigners) of the corporation
basta wag lang lumagpas ng 40% other  When the redeemable share redeem by the
wise that’s violate the anti dummy law. corporation that is considered as a retired shares
o There are corporation that is required and can no longer be reissued
morethan 60% example mass media o Exeception to the rule if the articles of
must be 100% (Filipino owned) under incorporation provide that it can be
foreign investment act. like ABS-CBN it reissued.
must be Filipino owned corporation.
SECTION 9: Treasury Shares
SECTION 8: Redeemable Shares
May be common shares or preferred shares.
They are shares may be issued by the
With regard to treasury shares they are shares of
corporation. They are shares which may purchased
stock which have been issued and fully paid by the
by the corporation from the holders of such shares
stockholders.
upon the expiration of a fixed term period.
If a corporation issues a redeemable shares But however it was subsequently required by
that is for the purposes of temporary barrowings the corporation through purchase, redemption,
Kumbaga nag issue ka ng redeemable shares donation and some other lawful ways
sa public you are like borrowing money from the
In redeemable shares after certain period will
public in order to sustain the business of the
be considered ah retired shares but in in with
corporation and there is a reasonable period
regards to treasury shares it can be disposed again
provided for the redemption of that redeemable
by the board of directors or by the corporation
shares.
subject to reasonable price.
 Ex. For 5 years the corporation A issued
redeemable shares that is in issue of temporary  Ex. The common share is 100 per share and
borrowings in order to sustain the corporate then that is considered now a treasury share you
business therefore after 5 years it may be can disposed it again even for 80 pesos does not
redeem by the corporation necessarily mean you will follow the peg value of
 the corporation get a payment from the that shares because that is now considered a
redeemable shares in the capital. Pero as a rule treasury shares which may be disposed by the
bawal mong galawin ang capital because by the corporation as long as the disposal is for
reason of Trust Fund Doctrine. reasonable price.
 And at the same time if there is treasury shares  So basically if there are corporations that
that is not entitled to dividends and not entitled to exist at the time of enactment of the
vote. As long as its remains as a treasury shares revised corporation code.
pero kapag na reissued na ng corporation  Ex. This revised corporation code
makaka vote na. enacted last 2018 so before 2018 may
corporation na nag eexist na and its
SECRION 10: Number and Qualification of expiration is 2025 the says they have
Private Corporation now the perpetual existence.
Qualification of incorporation  Unless they notified the security and
 Any persons and that any person is limited exchange commission that they opted
only to the natural persons. Corporation may the elected of the same term under their
incorporate another corporation a partnership articles in incorporation. But there must
may incorporate another corporation singly or be an approval of stockholders
jointly with other but with a minimum no. Is 1 representing a majority of the
maximum no. Is 15. Why because we have now Outstanding capital stock
the one person corporation  If incase there is a corporate term you
 Unlike the old corporation code minimum can extend the corporate term and the
no. Of incorporators is 5 and the requirements is the amendment of
maximum no. Is 15 articles of incorporation but however
 under the old corporation code a there shall be no extension made earlier
partnership cannot incorporate a than 3 years prior to the original or
corporation why that is contrary to public subsequent expiration date of the
policy but in the advent of the revise corporation.
corporation code a partnership may now  Unless there are justifiable reason for an
create a corporation earlier extension as may determined by
 but however if that partnership is the commission.
exercising a profession they cannot  If the corporation has already expired
incorporate a corporation exemption to before 2018 they can apply for revival so
the rule is when the special law provides that they can revive a corporation subject
 You must subscribed in at least 1 share to the same rights and obligations and
otherwise you cannot be consider a liabilities.
incorporators  but however if that corporation is a banks,
 And with regard to the natural person that banking and quasi-banking institutions,
natural person must be in legal age preneed insurance and trust companies
Section 11 Corporate Term and the like before they can revive it must
 It has now a perpetual existence unlike in be supported or accompanied by a
you old corporation code 50 years. favorable recommendation of the
appropriate government agency.
SECTION 12: Minimum Capital Stock Not o Secondary purpose - you can
Required of Stock Corporation have two or more purpose stated
There is no requirement as to the minimum purpose.
capital stock “Principle of stretching the purpose clause”
There is requirement if there is a special law
o You can stretch the purpose of the
provide that there shall be a minimum
corporation in order to cover any
unforeseeable events that is not foreseen at
SECTION 13: Contents of the Articles of
the time of the incorporation.
Incorporation
o as long as when stretch the purpose of
corporation it must be with accordance with
Requirement as to the contents of the articles of
the primary and the secondary purpose of
incorporation:
the corporation.
 All corporation shall file with the SEC articles of
C. The place where the principal office of the
incorporation and that AOI has any of the official
corporation is to be located, which must be
languages duly signed and acknowledged or
within the Philippines;
authenticated in such form and manner as may
allowed by the commission. The following are the test to identify the nationalities
 as to regard to AOI what is required is of the corporation.
substantial compliance. As long as it has
 Place of incorporation test
substantially complied all the provision
 It refers once the corporation is form,
under the section13 it does not affect the
organized, or exist under the
dejure existence of the corporation
Philippine law that is considered a
Filipino corporation under the place of
THE CONTENTS OF ARTICLES OF
incorporation test.
INCORPORATION (AOI)
 The place where you incorporated a
A. The name of the corporation
corporation is the nationality of the
 When you say name that is required in
corporation.
order for the corporation to sue and be
 Control test
sue.
 60% owned by the Filipino’s 40%
 And the name of the corporation it
owned by the foreigner’s
identified the corporation as a juridical
 The grandfather test or the
personality
grandfather rule
B. The specific purpose or purposes for which
 It breaks now the equity structure
the corporation is being formed.
under your control test
 Specific purpose: you have
 Weather 60:40 is complied therefore
o Primary purpose - only one
you apply the grandfather rule
primary purpose
because it breaks the 60:40 structure.
D. The term for which the corporation is to exist,  An arbitration agreement may be provided in
if the corporation has not elected perpetual the articles of incorporation pursuant to
existence; Section 181 of this Code.
 It is perpetual unless it is provided in the AOI  The articles of incorporation and applications
that they do not observe the perpetual for amendments thereto may be filed with the
existence. Commission in the form of an electronic
E. The names, nationalities, and residence document, in accordance with the
addresses of the incorporators; Commission’s rules and regulations on
electronic filing.
F. The number of directors, which shall not be  Under your revise corporation code you can
more than fifteen (15) or the number of trustees now amend, you can now apply for the
which may be more than fifteen (15); amendment to electronic documents unlike
before you gave credit na dapat personal
G. The names, nationalities, and residence mong sinasubmit.
addresses of persons who shall act as directors
or trustees until the first regular directors or SECTION 15: Amendment of Articles of
trustees are duly elected and qualified in Incorporation

accordance with this Code; Before you can amend the AOI, it must be for
a legitimate purposes. What is the requirements
before you can amend the AOI?
H. If it be a stock corporation, the amount of its
If that is a stock of corporation.
authorized capital stock, number of shares into
It requires:
which it is divided, the par value of each, names,
nationalities, and residence addresses of the  First, be amended by a majority vote of
original subscribers, amount subscribed and the board of directors & at the same time
it must be approved by a vote or written
paid by each on the subscription, and a assent of the stockholder representing at
statement that some or all of the shares are least 2/3 of the outstanding capital stock.
without par value, if applicable;  When you say written assent, Kahit Wala
pang stockholders meeting, you can
assent the AOI because it provides a vote
I. If it be a nonstock corporation, the amount of or written assent of the stockholders.
its capital, the names, nationalities, and  Normally kasi the stockholders have to
residence addresses of the contributors, and decide a survey matter. There must be a
meeting as to the effect. But exception to
amount contributed by each; and the rule as amended by your AOI, even
written assent will supply to the
J. Such other matters consistent with law and amendment of your AOI but as long as
that amendment must be approved by
which the incorporators may deem necessary
stockholders representing at least 2/3 of
and convenient. the outstanding capital.
 If that's a non stock corporation, what is
required? Majority votes of the board
 of the trustees and it must be voted at your section 15. Substantial compliance is only
least 2/3 of the members. required.
 However, with respect to the  The purpose/s of the corporation are patently
amendment, the original AOI & the unconstitutional, illegal, immoral or contrary to
amended AOI must contain all the government rules and regulations.
provision set forth by your Section 14. &  For example, yung purpose ng
at the same time under your amended corporation niyo is to come up with a
AOI. drugs, your AOI will be disapproved
 It must be contain or underscore all the because the corporation is not allowed to
amended for the changes undertaken by exist.
the corporation. With regard to the AOI,  The certification concerning the amount of
amendment of the AOI, the effectivity is capital stock subscribed and/or paid is false.
from the date of approval.  The required percentage of Filipino ownership of
 So basically the AOI may approved in 2 the capital stock under existing laws or the
WAYS: constitution has not been complied with.
 Implied Approval by the  However with regard to corporation that
commission ( if the commission are considered banks, banking and
didn't act upon the amendment quasi-banking institutions, preened,
within 6 months from the date of insurance and trust companies,
the filing. NSSLAS, pawnshops and other financial
o If there's laps of 6 months intermediaries. Before the approval of the
period from the date of AOI, it must be accompanied by a
filing, that is implied favorable recommendation coming from
approval) pertinent government agency.
 Express Approval by the
commission (when you say
express approval, the
commission approved that. It
begins the commencement as of
today.

SECTION 16: Grounds when Articles of

Incorporation or Amendment may be Approved

The Commission may disapprove the AOI or

any amendment thereto if the same is not compliant
with the requirements of the law.

However before the disapproval, the

commission has to give a reasonable time for the
corporation to make the necessary amendments or
changes in order to conform with the requirements
of the law.

What are the ground for disapproval?

 The AOI or any amendment thereto is not

substantially in accordance with the form
prescribe under your section 14 together with
Section 17: Corporate Name  Meaning the commission has to identify if
the corporate name is already protected
The corporate name identifies the under the law
corporation, it distinguish the corporation from any
other corporation. That's the importance of the Requirements that you need to submit to the
name. commission for verification

Requirement: 1. Verification, you have to submit for

verification so that the commission can
 The name must be distinguishable identify if you are not violative under your
o meaning it "can" be distinguish from Section 17.
that already reserved or registered for 2. After the verification, the commission will
the use of another corporation, or if now reserve the corporate name.
such name is not protected by law or 3. After that, the corporate will now be required
when its use is not contrary to to submit an AOI.
existing law, rules and regulations. 4. If the AOI are in compliant with the
o But however if the corporation uses requirements of the law, there should be now
the word "corporation, company, issuance if certificate of incorporation.
incorporated, limited, limited liability, 5. By the issuance of certificate of
or an abbreviation of one of such incorporation, there will be now
words, punctuations... It's still commencement of juridical personality. It
distinguishable corporate name. requires to have certificate of incorporation to
o Because those words are generic. have juridical personality.
That will not affect the corporation.  Exception to the rule, if the corporation is
 If the commission summarily order the created under the special law, there is
corporation to immediately cease and desist no need to come up with a certificate
from causing such name and also cause the of incorporation. Why? Because it
removal of all visible signages, marks and cease upon to the effectivity na
advertisements, label, prints, and other effect nakalagay sa law.
bearing such corporate name. What will  If there is already certificate of
happen then? incorporation, the incorporated,
o It can require the corporation to stockholders/members and their
register a new corporate name. successors shall constitute a body
o If there is something failure to do so, corporate. They can now act, exercise all
the commission may hold the the powers, privilege and rights as well as
corporation and its responsible the obligations of a corporate entity. That
directors or officers in contempt can exercise from the period provided in
and/or hold them administratively, the AOI unless said period is extended or
civilly and or criminally liable under revoked.
this Code and or revoke the
registration of the corporation. Section 19: De Facto Corporation

Section 18: Registration, Incorporation and  De facto corporation

Commencement of Corporate Existence  it exist in the law and exist in fact.
 It has a colorable compliance of the
A person or group of persons desiring to requirements of the law.
incorporate shall submit the intended corporate  Requisites:
name to that Commission for verification 1. There must be a valid law under
which the corporation is
organized.
 2. There must be Bona fide  But however, yung mga taong nag act
attempt in good faith to as a corporation without authority to
incorporate, meaning there is do, shall be liable equally and
colorable compliance subsidiary for all the debts, liabilities
 If there is no good faith: and damages.
 absence of AOI o Since they permitted, they held
 failure to submit themselves to be a corporation to
an AOI the public, they exercise all the
 not granted powers and function of the
certificate of corporation, they are considered
incorporation by the law as "corporation by
3. There is an assumption of estoppel" in order not to
corporate powers. prejudice 3rd person.
 Meaning you function as a o It shall not be allowed to use its
corporation. You set the lack of corporate personality as a
rights, powers and obligation defense.
of the corporation as set forth o Kung ako 3rd person, nagkaron
by the revised corporation. ako ng business/transaction with
there is no difference you, and gusto ko na agad tong
between De Jure ipatigil at umalis. Can I do that?
Corporation (corporation No. Because anyone who
that exist in the law) and De assumes an obligation to
Facto Corporation. Yung ostensible partner or corporation
rights, privileges and cannot resist performance thereof
obligations ay same lang. Ang on the ground that there was in
difference lang ay ang de fact no corporation.
facto, it existence may not be
Section 21: Effects of Non-Use of Corporate
inquired in collaterally.
Charter and Continuous Inoperation
 The state can inquire the
existence of that corporation. You assume today, the corporation is
There should be a direct incorporated but the corporation does not formally
attack not a collateral attack. organize and commence its business with 5 yrs
And what is a direct attack? from the date of its incorporation, its certificate of
- That is known a quo incorporation or the corporate franchise shall be
warranto proceedings deemed revoked.
as initiated by the
Solicitor General.  Failure to organize:
- Such inquiry be made  Hindi Na nag elect ng directors
by the Solicitor General  Walang AOI
in a quo warranto  If a corporation has commenced its business
proceedings but subsequently becomes inoperative for a
- Kapag nalaman ng state period of at least 5 consecutive years, the
na de facto ka, pwede commission may, after due notice and
ka nilang pigilan na mag hearing, place the corporation under
exist. delinquent status.
 Delinquent corporation shall have a period
Section 20: Corporation By Estoppel
of 2 years to resume operations and comply
 There is no corpotion.. with all the requirements that commission
shall prescribe.
 After the compliance, the commission shall
issue an order lifting the delinquent status.
 But however if the corporation failure to
comply with the require us and resume
operations within the period of 2 years, the
law says that corporation is now subject to
revocation -- Revocation of the
corporation's certificate of incorporate.
 The commission 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.