G.R. No. L-6913 October 30, 1954
SERGIO F. DEL CASTILLO, ET AL., petitioners, vs. SECURITIES AND EXCHANGE COMMISSION, ET AL., respondents.

FACTS

The respondent Ma-ao Sugar Planter’s Association, Inc. was a non-stock corporation registered on August 5, 1920, for a 50-year term. Its incorporation papers were lost when its office burned during the war, but it resumed business after liberation. The Bacolod Branch of the Philippine National Bank held a true copy of its certificate of registration and articles of incorporation and had granted it loans. The corporation failed to reconstruct its lost records by the deadline of December 31, 1950, set by Republic Act No. 62 , as amended. Believing the association was dissolved due to this failure, the petitioners formed a new corporation, the Ma-ao Farmers’ Association, Inc., on September 6, 1951. Subsequently, the respondent association reconstituted its incorporation papers by submitting to the Securities and Exchange Commission (SEC) a copy from the Philippine National Bank. The SEC issued a certificate of reconstitution on September 19, 1951, under Section 5 of Republic Act No. 62 . The petitioners filed a petition for reconsideration and cancellation of this certificate, which the SEC denied on July 13, 1953, prompting this petition for review.

ISSUE

Whether the Securities and Exchange Commission correctly issued a certificate of reconstitution to the Ma-ao Sugar Planter’s Association, Inc., under Section 5 of Republic Act No. 62 , despite its failure to reconstruct its records by the December 31, 1950, deadline prescribed in Section 2 of the same Act.

RULING

Yes, the Securities and Exchange Commission correctly issued the certificate of reconstitution. The Court affirmed the SEC’s decision. The purpose of Republic Act No. 62 is to enable corporations to reconstruct corporate records to establish corporate existence for public protection. Section 5 applies where certified copies of lost or destroyed records can be furnished to the SEC, and it does not prescribe a time limit. This provision embraces situations where authentic copies are available from any source, not solely from the corporation’s own files. The copy submitted from the Philippine National Bank was authentic, and the SEC was satisfied with its reliability. The absence of a copy of the by-laws does not preclude reconstitution under Section 5, as the law is permissive and does not require simultaneous reconstitution of both articles of incorporation and by-laws if they are separate documents. A clerical error in the certificate describing the source of the copy was deemed inconsequential. The Court noted no claim that the respondent was never a valid corporation or that its term had expired, and it had operated continuously. If dissolution were proper, a quo warranto action would be the remedy, not a challenge to the reconstitution.