Reactivate Your Corporation in the Philippines: A Step-by-Step Guide

November 17, 2025

Corporations in the Philippines are generally established to exist perpetually. However, some companies may experience lapses in their compliance or fail to renew their corporate term, leading to expiration or administrative termination. Fortunately, the Revised Corporation Code of the Philippines (Republic Act No. 11232) provides mechanisms for reactivating or reviving a corporation, thereby restoring its legal existence and resuming operations.

What Does Reactivation of a Corporation Mean?

Reactivation, or revival, of a corporation in the Philippines refers to the process through which a corporation whose corporate term has expired or whose certificate has been revoked, suspended, or cancelled can apply for the restoration of its corporate existence. Revival confers the same rights, privileges, and obligations as existed before expiration, allowing the corporation to lawfully continue its business activities.

This process is essential for businesses that want to regain good legal standing, access banking and licensing services, and conduct business without forming a new entity.

Legal Basis for Reactivation

The authority for revival comes from:

Section 11 of the Revised Corporation Code (RA 11232), which modernized provisions governing corporate existence by allowing perpetual terms and providing mechanisms to revive expired corporations.
SEC Memorandum Circular No. 23, Series of 2019, which provides detailed guidelines for the process.

These laws ensure procedural fairness, protect third-party interests, and support corporate rehabilitation.

Who Can Apply for Corporate Reactivation?

The following are eligible to apply:

Corporations whose original term of existence has expired.
Corporations with revoked, suspended, or cancelled certificates due to non-compliance.
Corporations whose corporate name has been reused by another entity.
Dissolved corporations whose liquidation processes are complete, but wish to resume operations.
Corporations formerly re-registered or renamed but seeking to recover previous rights.

Each category may have slightly different requirements, but all must show the intent and capacity to resume compliant operations.

Step-by-Step Process for Reactivation

Reactivating a corporation in the Philippines involves a structured and detailed series of steps mandated by the Revised Corporation Code of the Philippines. This process ensures that expired corporations can legally restore their existence and resume operations while maintaining transparency and protecting the interests of all stakeholders.

Prepare a Verified Petition for Revival

Draft a verified petition signed by a majority of the board of directors or members.
Include details of the expired status and request revival.
Confirm the revival was approved by at least two-thirds majority of outstanding capital stock or members.
Provide a reconciliation of any changes in stockholders or directors since expiration.
Assure the petition will not prejudice third parties or government agencies.
If the corporate name was reused, include an agreement to change the name within 30 days if required.

File the Petition with the SEC

Submit the petition at the SEC’s Company Registration and Monitoring Department (CRMD) or any SEC Satellite/Extension Office.
Pay required fees:
- Petition fee: Approximately ₱3,060, including legal research and documentary stamp tax.
- Filing fees: Based on authorized capital stock.

Publish the Petition

Publish a court-ordered notice of intent to revive in a newspaper of general circulation.
This allows interested parties to oppose it if needed.

Address Oppositions or Comments

Handle any opposition or government objections professionally.
Provide additional documents or clarifications as requested.

Submit Supporting Documents

Documents to accompany the petition include:

Certificate of Incorporation or original Articles of Incorporation
Amended Articles and proposed Articles showing revival term
General Information Sheet (GIS)
Latest Audited Financial Statements as of expiry
List of current stockholders and directors
Board and shareholders’ resolutions approving revival
Proof of publication of the petition notice
Official receipts for filing and payment fees.

Attend Coordination Meetings (If Required)

Participate in SEC hearings or conferences if necessary.

SEC Decision and Issuance of Certificate of Revival

Upon satisfaction of all requirements, the SEC issues a Certificate of Revival, which restores corporate rights and legal personality.
The corporate term can be extended for perpetual existence or a specific term.

Compliance Requirements Post-Reactivation

Following revival, corporations must:

Bring all reportorial requirements up to date, including General Information Sheets and Audited Financial Statements.
Settle any outstanding penalties or fines for non-compliance during the expired period.
Resume regular corporate operations, including secretariat functions and shareholder meetings.
Ensure tax registration and clearance with the Bureau of Internal Revenue (BIR).
Apply for renewal of local permits (Business Permit, Barangay Clearance).

The SEC allows grace periods but expects compliance within two years post-revival.

Common Challenges and How to Overcome Them

Incomplete Documentation: Prepare all required documents meticulously; missing items are a key cause of delay or rejection.
Opposition From Other Parties: Ensure shareholder consents and resolve intra-corporate disputes prior to filing.
Name Reuse Conflicts: If your corporate name has been re-registered, act quickly on the name change obligations imposed by the SEC.
Outstanding Regulatory Fees: Pay all outstanding fees and penalties promptly.
Delayed SEC Action: Follow up actively with the SEC and consider legal counsel if the process stalls.

Professional help expedites and streamlines revival to avoid operational downtime.

Benefits of Reactivating an Expired Corporation

Continuity of Corporate Identity: Preserve brand equity and existing contracts.
Retention of Legal Rights: Regain full capacity to sue, transact, and hold assets.
Avoid Costs of New Incorporation: Save on fees and administrative overhead.
Preserve Goodwill and Market Reputation: Quick recommencement avoids loss of market share.
Access to Financing and Incentives: Reactivation restores eligibility for government loans, grants, and tax incentives.

For dormant companies planning business re-launches or turnaround strategies, revival is a vital legal tool.

When to Consider Alternative Options

When revival is impractical because of prolonged inactivity or unresolved liabilities, consider dissolving and incorporating a new legal entity.
Check potential conflicts of name or ownership with other entities.
Assess the cost-benefit of revival versus fresh registration based on your business plans.

Final Insights

Reactivating a corporation under the Philippine Revised Corporation Code is a well-defined but demanding process. Success hinges on thorough preparation, strict adherence to SEC requirements, and proactive management of legal and tax issues. Partnering with experienced consultants like Triple i Consulting ensures that your corporate revival proceeds efficiently, restoring your company to full operational capacity and safeguarding your legacy.

Is Assistance Available?

Yes. Triple i Consulting provides comprehensive legal, tax, and compliance services to help you navigate the corporate revival process smoothly. Contact our team of experts today and schedule an initial consultation: