Practice question
A corporation's approved amended articles shorten its term to a specified date. That term then expires. The directors argue that dissolution must await an additional SEC certificate before any liquidation rules can apply. Under section 136's stated expiry rule, what is the best answer?
- Expiry is irrelevant if the directors dislike it.
- Only a private creditor may choose the dissolution date.
- The corporation necessarily receives another fifty-year term.
- Every shortening amendment automatically eliminates all liabilities.
- Upon expiration of the shortened term in the approved amended articles, it is deemed dissolved without further proceedings, subject to liquidation; expiry dissolution takes effect as the statute provides without needing an additional dissolution certificate.
Legal references
- Revised Corporation Code, RA 11232, sections 136 and 139, https://elibrary.judiciary.gov.ph/thebookshelf/showdocs/2/86463
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