SERGIO DEL CASTILLO, ET AL., PETITIONERS, VS. SECURITIES AND EXCHANGE COMMISSION, ET AL., RESPONDENTS.

The respondent Maao Sugar Planters’ Association, Inc. was organized
by various sugar planters of Maao, Occidental Negros, as a non-stock
corporation registered with the Mercantile Registry of the Bureau of
Commerce on August 5, 1920, for a term of 50 years. Its principal
purpose was to work for the common welfare of the members, representing
them in their dealings with the Maao Sugar Central Co., Inc. Its
incorporation papers were lost when its office was burned during the
last war. The corporation nevertheless resumed its business after the
liberation and has continued to do so ever since. Indeed, the Bacolod
Branch of the Philippine National Bank, which has a true copy of the
certificate of registration and articles of incorporation of the
respondent Maao Sugar Planters’ Association, Inc., has granted loans to
the latter.

Under section 2 of Republic Act No. 62, as amended by Republic Act
No. 350, “All registered domestic corporations, and registered
partnerships or other forms of associations which lost their articles
of incorporation and bylaws or articles of partnerships, either totally
or partially, shall reconstruct the same or take steps towards such
reconstruction within a period not to extend beyond December thirty
one, nineteen hundred and fifty by following the procedure which the
Securities and Exchange Commission may adopt by rules and regulations
approved by the Secretary of Justice. Such corporations, associations
or partnerships as shall fail to reconstruct their records within the
said period, or having taken steps to reconstruct such records within
that period, shall fail to exert reasonable efforts to complete the
reconstruction required, pursuant to the aforesaid rules and
regulations, shall lose all rights, powers, and privileges afforded by
their past registration.”

Notwithstanding the loss in its files of the incorporation papers of
the respondent Maao Sugar Planters’ Association, Inc. during the last
war, it had failed to reconstruct its records on or before December 31,
1950, in accordance with section 2 of Republic Act 62. Believing that
the Maao Sugar Planters’ Association, Inc. was dissolved for its
failure to so reconstruct its incorporation papers, the petitioners
Sergio F. del Castillo and four others, formed on September 6, 1951,
another corporation known as the Maao Farmers’ Association, Inc., the
purpose of which was substantially the same as that of the respondent
Maao Sugar Planters’ Association, Inc. In the meantime, the latter
reconstituted its incorporation papers by submitting to the Securities
and Exchange Commission a copy of its certificate of registration and
articles of incorporation, based on the true copy kept in the office of
the Bacolod Branch of the Philippine National Bank, and on September
19, 1951, the Commission issued in favor of the Maao Sugar Planters’
Association, Inc. the corresponding certificate of reconstitution. The
action of the Commission was premised on section 5 of Republic Act No.
62 which provides that “Domestic corporations and registered
partnerships whose articles of incorporation and by laws or articles of
co-partnerships have been lost or destroyed shall furnish the
Securities and Exchange Commission with certified copies of such records
as it may require.”

On November 5, 1951, the petitioners Sergio F. del Castillo et al.,
through counsel, filed with the Securities and Exchange Commission a
petition for the reconsideration and consequent cancellation of the
certificate of re-constitution issued on September 19, 1951, in favor
of the respondent Maao Sugar Planters’ Association, Inc. The latter
being affected by said petition for reconsideration and cancellation,
intervened and filed an opposition thereto. After hearing, the
Securities and Exchange Commission denied the petition in its decision
dated July 13, 1953, from which the present petition for review was
filed in this Court.

It is contended for petitioners that section 3 of Republic Act No.
62, already above quoted, under which no time limit is prescribed for
reconstitution, contemplates a situation where the corporate records
kept in the office of the corporation have not been lost or destroyed,
and not a case where a copy of the articles of incorporation may be
found in the possession or custody of another. We cannot acquiesce in
this contention. The purpose of Republic Act No. 62 is obviously to
enable corporations or other entities to reconstruct or reconstitute
its corporate records, especially the articles of incorporation, with a
view to establishing their corporate existence for the protection of
the public. This purpose will in a way be frustrated if section 3 of
Republic Act No. 62 were to be construed strictly so as to limit its
application to cases where the articles of incorporation and by-laws
kept in the files of the entities concerned have not been lost or
destroyed. We are inclined to rule that the law embraces situations
wherein copies or necessary corporate records are available, regardless
of the place where they may be found, as long as, and this is
important, that their authenticity is established to the satisfaction
of the Securities and Exchange Commission. In the present case, the
copies of the certificate of registration and articles of incorporation
submitted by the Maao Sugar Planters’ Association, Inc. to the
Commission, were reproduced from the copies in the custody of the
Philippine National Bank at Bacolod City, and it is not here pretended
that said copies are not authentic. At any rate, we have to accept the
factual finding of the Securities and Exchange Commission that it is
fully satisfied as to the reliableness and authenticity thereof.
Moreover, it is interesting to note that no intimation whatsoever has
been made that the respondent Maao Sugar Planters’ Association, Inc. is
not a duly organized corporation or that its corporate term under the
articles of incorporation had expired.

The petitioners further argue that, as no copy of the by-laws of the
respondent Maao Sugar Planters’ Association, Inc. is available, this
case falls under section 2 of Republic Act No. 62, under which
reconstruction of corporate records could be accomplished only until
December 31, 1950. The petitioners reason out that both sections 2 and
3 of Republic Act No. 62 mention articles of incorporation and by-laws,
with the result that the reconstruction or reconstitution, as the case
may be, should refer necessarily to the articles of incorporation, and
bylaws together. This contention is untenable, if we consider the
circumstance that, in the present case, there is no showing that the
articles of incorporation and the bylaws of the respondent Maao Sugar
Planters’ Association, Inc. were contained in one and the same
document. The law is merely permissive as to the records that may be
reconstructed or reconstituted and does not prohibit the reconstitution
of the articles of incorporation or the bylaws, whichever is available,
under section 3 of Republic Act No. 62.

It appears that in the certificate of reconstitution issued by the
Securities and Exchange Commission on September 19, 1951, reference was
made to the copy “certified to by the Secretary-treasurer thereof, as
true and correct copy of the signed duplicate copy of the original in
their possession.” The petitioners claim that this is contrary to the
actual fact, because the copy submitted to the Commission was
reproduced from a mere copy kept in the office of the Bacolod Branch of
the Philippine National Bank. The error has been admitted by the
Commission to be clerical, arising from the circumstance that the
general form used in cases of reconstitution was adopted, and the
Commission in the appealed decision recalled the certificate of
reconstitution for necessary correction. We believe that the mistake is
of no moment, the important consideration being that the Commission was
satisfied that the copy submitted to it was authentic. In this
connection it may be stated that Republic Act No. 62 was designed
undoubtedly not to extinguish the corporate existence of corporations
whose records were lost or destroyed, but, on the contrary, to enable
them to maintain their corporate status. As already stated, there is no
pretense on the part of the petitioners that the respondent Maao Sugar
Planters’ Association, Inc. was never a corporation or that its
corporate term had expired. Upon the other hand, as found by the
Securities and Exchange Commission, “It has been in business
uninterruptedly since liberation, helping its members, and petitioners
who had been such members, dealing with it and recognizing its lawful
corporate existence, can not and should not now be allowed to question
the same.” At any rate, if the dissolution of the respondent
corporation is in order, the proper action for quo warranto may be
availed of.

Wherefore, the appealed decision is affirmed and it is so ordered with costs against the petitioners.

Pablo, Bengzon, Padilla, Montemayor, Reyes, A., Bautista Angelo, Concepcion, and Reyes, J. B. L., JJ., concur.