Under the Revised Corporation Code, may a corporation whose fixed term has expired file an application for revival of its certificate of Incorporation with the SEC?

• A. No, because the corporation is ipso facto dissolved by operation of law upon failure to renew the term within the deadline.
• B. Yes, a corporation whose term has expired may apply with SEC for the revival of its certificate of Incorporation and subject to all of its duties, debts, and liabilities existing prior to its revival.
• C. No, in the absence of court order.
• D. Yes, but only with the consent of the Congress of the Philippines.

Answer: (B)

A fixed-term corporation is not automatically dead the moment its term ends. The Revised Corporation Code allows revival of a corporation’s certificate of incorporation by filing with the SEC after the term has expired, so the corporate existence can be reestablished. If revived, the corporation can resume its existence and conduct business, but it does so with all the duties, debts, and liabilities that existed before revival. This means creditors and other obligations are preserved and the revival does not wipe out prior liabilities. There’s no need for a court order or for Congress’s consent, since the revival is an SEC process within the framework of the law. So the correct understanding is that revival is permitted, and the corporation remains responsible for its pre-revival obligations.