Corporation Law

What are the consequences if the liquidation is not terminated within the 3-year period?

1. Pending suits for or against the corporation which were initiated prior to the expiration of the 3-year period shall continue. (Gelano v. CA, G.R. No. L-39050, Feb. 24, 1981)

 

2. New actions may still be filed against the trustee of the corporation even after the expiration of the 3-year period but before the affairs of said corporation have been finally liquidated or settled by the trustee. (Republic v. Marsman, G.R. No. L-18956 Apr. 27, 1972)

 

3. A corporation which has a pending action which cannot be finished within the 3-year period is authorized to convey all its property, including pending choses of action, of a trustee to enable it to prosecute and defend suits by or against the corporation beyond the 3-year period. Where no trustee is appointed, its counsel who prosecuted and represented the interest of the corporation may be considered as trustee of said corporation, at least with respect to the matter in litigation (Gelano v. CA, G.R. No. L-39050, Feb. 24, 1981). The directors may also be permitted to continue as trustees to complete the liquidation. (Clemente v. CA, G.R. No. 82407, Mar. 27, 1995)

 

4. The creditors of the corporation who were not paid may follow the property of the corporation that may have passed to its stockholders unless barred by prescription or laches or disposition of said property in favor of a purchaser in good faith.


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