Aguirre, et al.

v.
FQB + 7 Inc., et al.
G.R. No. 170770
January 9, 2013

Facts:

This petition involves an intra-corporate dispute filed by Aguirre in his individual capacity
to restrain respondents from acting as the directors of FQB+7 and to nullify all previous actions
made in such capacity after Aguirre discovered that there was an alleged discrepancy in the
General Information Sheet (GIS) filed by the respondents, which excluded several directors and
subscribers as originally contained in the Articles of Incorporation. SEC granted the complaint,
which prompted the respondent to appeal before the CA. While on appeal, its registration as a
corporation was revoked by SEC for its failure to comply with reportorial requirements.
Ultimately, the CA dismissed Aguirre’s case holding that the corporation being revoked, it may
only continue to exist as a corporate body for the limited purpose of liquidating its assets, and
not continue its business, such as pursuing the case at hand. Hence, this petition.

Issue: Whether or not the complaint filed by Aguirre seeks to continue the dissolved
corporation’s business.

Ruling: No.

The remedies sought by Aguirre, which includes correcting entries in the GIS, to be
recognized as a stock holder, and to inspect corporate documents does not constitute continuing
the business as he does not seek to enter into contracts, issue new stocks, acquire properties,
execute business transactions, etc. Its aim is not to continue the corporate business, but to
determine and vindicate an alleged stockholder’s right to the return of his stockholdings and to
participate in the election of directors, and a corporation’s right to remove usurpers and
strangers from its affairs. It bears reiterating that Section 145 of the Corporation Code protects,
among others, the rights and remedies of corporate actors against other corporate actors, which
right is not affected by the corporation’s dissolution.

The dissolution of the corporation simply prohibits it from continuing its business.
However, despite such dissolution, the parties involved in the litigation are still corporate actors.
The dissolution does not automatically convert the parties into total strangers or change their
intra-corporate relationships. Neither does it change or terminate existing causes of action,
which arose because of the corporate ties between the parties. Thus, a cause of action involving
an intra-corporate controversy remains and must be filed as an intra-corporate dispute despite
the subsequent dissolution of the corporation.