legal Free Legal Advice

[rocco69]

Off-hand, you'd still have to submit to the SEC all the financial reports being required to be submitted. Also, all the obligations to the municipality have to be updated.

 

bossing,

 

question po?

 

am part-owner of a small consulting company. corporation po kami. 2 years na in operation.

 

i talked to my partners, and we ended up agreeing to put the company in the freezer, kasi, they're all employed and ako naman, magbabalik sa trabaho din.

 

kaya lang ayaw naman naming i-dissolve yung company kasi baka 3-5 years from now, we'll make it active again.

 

we've been religious about our obligations sa munisipyo (biz permit, bir forms, etc.) up to the present.

 

ano po ba ang dapat naming gawin if we want to keep the company in good standing, pero wala namang babayaran kasi di naman siya operable for the next 3 years?

[moichi]

Off-hand, you'd still have to submit to the SEC all the financial reports being required to be submitted. Also, all the obligations to the municipality have to be updated.

 

ganun po ba?

 

so we keep filing all the monthly, quarterly and annual reports, kahit walang operasyon.

 

ano pong ilalagay namin dun, "stop operations"? "freeze operations"? "cease operations"? "no operations"?

[webmaster_ph]

quite expensive to maintain it when not in operation.

 

just my two cents... :

[rocco69]

I agree. Corporations who fail to submit General Information Sheets and Financial Statements for the last six (6) years to the SEC may have their Certificates of Registration revoked. Kaya lang, SRC Rule 68 requires that financial statements to be filed with the Commission must be audited by an external auditor and must be prepared and presented in conformity with the generally accepted accounting principles in the Philippines, kaya kahit di kayo nag-ooperate gagastos pa rin kayo sa accountant (who has to be accredited with the SEC). Magkano ang ibabayad nyo sa accountant compared sa pag-rehistro ng bagong corporation na ala pa atang 3 libo. Dagdag mo pa yung pagre-renew ng mga busines permit nyo annually

 

quite expensive to maintain it when not in operation.

 

just my two cents... :

[webmaster_ph]

i talked to my partners, and we ended up agreeing to put the company in the freezer, kasi, they're all employed and ako naman, magbabalik sa trabaho din.

 

i suggest that the business be sustained unless its not profitable.

[webmaster_ph]

when registering a partnership w/ the SEC, is paid-up capital required?

 

if so, how much?

 

i've searched the requirements but this is all i found:

 

III. REGISTRATION / RECORDING OF PARTNERSHIPS

 

Basic Requirements

 

1.

 

Name Verification Slip

2.

 

Articles of Partnership

3.

 

Affidavit of a partner undertaking to change partnership name (not required if Articles of Partnership has provision on this commitment)

 

Additional requirements

 

5.

 

Endorsement/clearance from other government agencies, if applicable

6.

 

For partnership with foreign partners

 

1.

 

SEC Form No. F-105

2.

 

Bank certificate on the capital contribution of the partners

3.

 

For foreign partners who want to register their investments with the BSP: Proof of remittance

 

Note: If it is a limited partnership, the word “Limited” or “Ltd” should be added to the partnership name. Articles of Partnership of limited partnerships should be under oath only (Jurat) and not acknowledged before a notary public.

[john_locke]

It's not clear if your contracting "firm" is a corporation or not. If it is a corporation, then your co-owner would be a director of the corporation. His act would then fall under Article 34 of the Corporation Code - disloyalty of a director, as follows:

 

Sec. 34. Disloyalty of a director. — Where a director, by virtue of his office, acquires for himself a business opportunity which should belong to the corporation, thereby obtaining profits to the prejudice of such corporation, he must account to the latter for all such profits by refunding the same, unless his act has been ratified by a vote of the stockholders owning or representing at least two-thirds (2/3) of the outstanding capital stock. This provision shall be applicable, notwithstanding the fact that the director risked his own funds in the venture.

 

He would thus have to account to the corporation for any profits that he may make out of the transaction. You can file a civil case with the RTC for this.

 

If it's only a partnership, then Article 1808 of the Civil Code applies:

 

Art. 1808. The capitalist partners cannot engage for their own account in any operation which is of the kind of business in which the partnership is engaged, unless there is a stipulation to the contrary.

Any capitalist partner violating this prohibition shall bring to the common funds any profits accruing to him from his transactions, and shall personally bear all the losses. (n)

 

Clearly, he would also be liable for the profits that he makes. Again, a case can be filed against him with the RTC.

 

There would also be a valid reason to terminate the partnership. According to Art. 1831:

Art. 1831. On application by or for a partner the court shall decree a dissolution whenever:

 

xxx xxx xxx

 

(3) A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business;

(4) A partner wilfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him;

 

xxx xxx xxx

 

Hope this helps.

 

Sir, thanks so much, this surely helps. It is a corporation.

sir rocco69, question pa po, if we go for the termination of partnership, does it mean ba na ang firm namin will cease to operate? I'm just worried kasi kawawa naman yung yung mga regular workers namin. But still...our direction is to leave that "director". Is there other option ba besides termination? can we just sell our stocks? and leave the firm to that "director"?

Again, thank you for your replies.

[rocco69]

If its a corporation, you cannot avail of termination of partnership, since that would only apply to a partnership. Eh, korporasyon nga ang sa inyo.

 

Di nyo rin naman siya pwedeng tanggalin kasi 2/3rds ang kailangan nyong boto, eh 60% yung kanya. One option would be to withdraw from the corporation by selling your stock. You can then bring with you your workers if they are willing to get out with you.

 

Sir, thanks so much, this surely helps. It is a corporation.

sir rocco69, question pa po, if we go for the termination of partnership, does it mean ba na ang firm namin will cease to operate? I'm just worried kasi kawawa naman yung yung mga regular workers namin. But still...our direction is to leave that "director". Is there other option ba besides termination? can we just sell our stocks? and leave the firm to that "director"?

Again, thank you for your replies.

[webmaster_ph]

If its a corporation, you cannot avail of termination of partnership, since that would only apply to a partnership. Eh, korporasyon nga ang sa inyo.

 

agree. the decision will be based on votes of the majority.

[james_bandido]

This is what is written on my notice of NOTICE OF RETRENCHMENT.

 

..... regrets to inform you that your employment as ..... will be terminated in view of the Company's decision to close the Customer Service Section as a result of the principal's move to transfer the entire customer service function back to U.S. to avoid financial reverses brough about by reduction of work.

 

Under The Labor Code of the Phils. Book 6 Article 283 Closure of establishment and reduction of personnel, it states three (3) options regarding the benefits due to the employee :

 

1 - In case of termination due to the installation of labor-saving devices or redundancy, the worker affected thereby shall be entitled to a separation pay equivalent to at least his one (1) month pay or to at least one (1) month pay for every year of service, whichever is higher.

 

2 - In case of retrenchment to prevent losses and in cases of closures or cessation of operations of establishment or undertaking not due to serious business losses or financial reverses, the separation pay shall be equivalent to one (1) month pay or

 

3 - at least one-half (1/2) month pay for every year of service, whichever is higher. A fraction of at least six (6) months shall be considered one (1) whole year.

 

Now, based from the notice that I have received, I'd like to clarify if I fall under the second option, since it was stated clearly "to avoid financial reverses". From my understanding that is similar to "not due to serious business losses or financial reverses".

 

Can someone clear this up, since my manager stated that they'll be giving us the third option. I'm kinda confused.

 

Thanks in advance.

 

[moichi]

quite expensive to maintain it when not in operation.

 

just my two cents... :

 

 

I agree. Corporations who fail to submit General Information Sheets and Financial Statements for the last six (6) years to the SEC may have their Certificates of Registration revoked. Kaya lang, SRC Rule 68 requires that financial statements to be filed with the Commission must be audited by an external auditor and must be prepared and presented in conformity with the generally accepted accounting principles in the Philippines, kaya kahit di kayo nag-ooperate gagastos pa rin kayo sa accountant (who has to be accredited with the SEC). Magkano ang ibabayad nyo sa accountant compared sa pag-rehistro ng bagong corporation na ala pa atang 3 libo. Dagdag mo pa yung pagre-renew ng mga busines permit nyo annually

 

i have an inkling about the costs.

 

well, we were thinking that with the years na out of operations yung co, that will add to our history. yung tipong 3 years from now, we can claim na 5 years in existence na kami.

 

is this a good enough reason to keep it?

[webmaster_ph]

can anybody help me with this?

 

sec registration of partnership

[Dr_PepPeR]

This is what is written on my notice of NOTICE OF RETRENCHMENT.

Under The Labor Code of the Phils. Book 6 Article 283 Closure of establishment and reduction of personnel, it states three (3) options regarding the benefits due to the employee :

 

1 - In case of termination due to the installation of labor-saving devices or redundancy, the worker affected thereby shall be entitled to a separation pay equivalent to at least his one (1) month pay or to at least one (1) month pay for every year of service, whichever is higher.

 

2 - In case of retrenchment to prevent losses and in cases of closures or cessation of operations of establishment or undertaking not due to serious business losses or financial reverses, the separation pay shall be equivalent to one (1) month pay or

 

3 - at least one-half (1/2) month pay for every year of service, whichever is higher. A fraction of at least six (6) months shall be considered one (1) whole year.

 

Now, based from the notice that I have received, I'd like to clarify if I fall under the second option, since it was stated clearly "to avoid financial reverses". From my understanding that is similar to "not due to serious business losses or financial reverses".

 

Can someone clear this up, since my manager stated that they'll be giving us the third option. I'm kinda confused.

 

Thanks in advance.

 

 

My opinion is perhaps simplistic but this is the way it's supposed to work. If the retrenchment is due to business losses then it's one half month for every year of service. But if it's not, like the one cited by your company, then you should get one month for every year of service.

[webmaster_ph]

My opinion is perhaps simplistic but this is the way it's supposed to work. If the retrenchment is due to business losses then it's one half month for every year of service. But if it's not, like the one cited by your company, then you should get one month for every year of service.

 

normally, its one month for every year of service.

[havagut]

greetings, honorable men of the law!

 

i have combed through this thread, searching for issues that resemble my problem. unfortunately, i have found none.

 

i have married a very beautiful woman who already has a son. she, in her wisdom, decided long ago against marrying the child's biological father. the biological father is now married with two children of his own.

 

my eight-year old stepson is carrying his mother's surname, per Philippine laws.

 

the three of us want to change his surname to my surname. how do we go about this? is there a need to seek the biological father's permission? he has acknowledged paternity by signing the child's birth certificate as the father, and he supports the child's education. he also visits weekly.

 

if i adopt my stepson, will the adoption invalidate his right to demand support from his biological father? will it also cancel his rights as heir to the estate of his father?

 

thank you very much for the time, and all praises for this very helpful thread.