People v. Roque
REITERATIONFacts
The Antecedents: The Barangay Mulawin Tricycle Operators and Drivers Association, Inc. (BMTODA) was registered with the SEC on November 17, 1993. Oscar Ongjoco, a member, discovered missing funds and requested BMTODA's documents from Secretary Rosalyn Singson and President Alejandro Roque. Both denied his request. Ongjoco also noted that the incumbent officers were serving beyond the one-year term stipulated in the by-laws. Ongjoco filed an Affidavit-Complaint against Roque and Singson for violating Section 74 in relation to Section 144 of the Corporation Code due to their refusal to provide records. Procedural History: The Office of the City Prosecutor found probable cause, and an Information was filed. After the prosecution rested its case, Roque and Singson filed a Motion for Leave of Court to File Demurrer to Evidence. The Regional Trial Court (RTC) granted the motion, dismissing the case, ruling that BMTODA failed to prove its existence as a corporation, thus making the Corporation Code inapplicable to its officers. The Court of Appeals (CA) reversed the RTC, finding that BMTODA was a duly registered corporation and remanding the case for presentation of defense evidence. The Petition: Roque filed a Petition for Review on Certiorari, contending that there was insufficient evidence to prove BMTODA's corporate existence, precluding prosecution under the Corporation Code.
Issue(s)
Whether the prosecution sufficiently proved the corporate existence of BMTODA to hold its officers liable under the Corporation Code. Whether the revocation of BMTODA's registration extinguished its corporate existence and the rights of its members.
Ruling
The petition is denied. The Decision and Resolution of the Court of Appeals are affirmed in toto.
Ratio Decidendi
On the issue of corporate existence and liability under the Corporation Code: The Court held that the prosecution presented sufficient evidence to establish BMTODA's corporate existence. The prosecution presented a Petition to Lift Order of Revocation and the SEC Order Lifting the Revocation, which logically presuppose a duly registered and existing entity. Furthermore, the Court noted that Roque himself admitted the revocation of BMTODA's registration, which implies a prior valid existence that could not be revoked without it. The refusal of Ongjoco's written request for records by both Roque and Singson, as members of BMTODA, constituted a violation of Section 74 of the Corporation Code. Roque's denial of the request for a list of members and franchise fees, and Singson's denial of other documents, were individual acts that led to their liability. On the effect of revocation of registration: The Court clarified that the revocation of a corporation's Certificate of Registration does not automatically lead to its extinction, nor does it extinguish its rights and liabilities. The Court cited Clemente v. Court of Appeals to explain that the termination of a juridical entity's life does not, by itself, cause the extinction or diminution of its rights and liabilities. In this case, even though BMTODA's registration was revoked on September 30, 2003, the revocation was lifted on August 30, 2004. Ongjoco's request, though initially made during the revocation period, was received by Singson on September 23, 2004, when BMTODA had regained its active status. Therefore, Ongjoco's right to examine pertinent documents and records remained intact.
Main Doctrine
The revocation of a corporation's Certificate of Registration does not automatically extinguish its rights and liabilities, nor does it strip members of their right to examine corporate records, especially if the revocation is subsequently lifted.