Reviving a Suspended or Revoked Corporation in 2026: How to Lift the SEC Order
Updated: 3 hours ago
Short answer: A suspended or revoked corporation is not "revived." It files a verified petition asking the SEC to set aside or lift the order of suspension or revocation, after filing its latest reports and paying the assessed fines. A petition to lift a revocation may be filed at any time (SEC Memorandum Circular No. 19, s. 2023), but the SEC asks for proof that the corporation is still operating. If your corporation is only delinquent, act now: from receipt of the order, it has six months to cure a reporting default, or two years to resume operations, before the SEC revokes its certificate. A "petition for revival" is a different remedy, available only to corporations whose corporate term has expired.
Four statuses, four different problems
Delinquent status is a warning stage. The corporation still exists, but it must cure the default within a fixed period or its certificate will be revoked (Sections 21 and 177, Revised Corporation Code).
Suspension is a sanction the SEC may impose after notice and hearing (Sections 158 and 179(j), Revised Corporation Code). The certificate of incorporation is suspended, not cancelled, until the SEC lifts the order. In February 2024, the SEC suspended 117,885 corporations that had not filed reports for more than five years or had stopped operating.
Revocation cancels the certificate of incorporation. The corporation's existence ends, except for a three-year period to wind up its affairs (Section 139).
Dissolution also ends corporate existence, either by the owners' decision (voluntary) or by SEC order on specific grounds (involuntary, Section 138). The same three-year winding-up rule applies.
Why the SEC acts
Three missed filings in five years. The SEC may declare a corporation delinquent if it fails three times within five years, consecutively or not, to file its reports, mainly the audited financial statements (AFS) and General Information Sheet (GIS) (Section 177).
Never started business. A corporation that does not formally organize and start business within five years from incorporation is deemed revoked, by operation of law, from the day after that period ends (Section 21).
Stopped operating. A corporation inoperative for at least five consecutive years may be declared delinquent after notice and hearing. It then has two years to resume operations and meet SEC requirements, or its certificate is revoked (Section 21).
Repeat offenses. After notice of delinquent status, a sixth offense under the SEC's fine schedule is a ground for revocation (SEC Memorandum Circular No. 6, s. 2024).
How delinquency becomes revocation
SEC Memorandum Circular No. 19, s. 2023, dated October 26, 2023, sets the procedure.
Notice. For inoperation, the SEC sends a show-cause order by registered mail and declares the corporation delinquent if it gives no valid explanation within 30 days. For non-filing, the SEC tags the corporation as delinquent. Either way, it issues an order of delinquency.
Period to cure. For non-filing, the corporation has six months from receipt of the order to file a petition to lift it and submit the missing reports. For inoperation, it has two years to resume operations and file the petition, with proof of operations since the order.
Fines first. The SEC conducts monitoring at the same time, meaning it reviews the corporation's filings and computes the fines. Fines and filing fees must be paid before the SEC receives the petition.
Result. If the petition is meritorious, the SEC lifts the delinquent status. If the corporation does not comply in time, the SEC enters "revoked status" and issues an order of revocation.
How to lift a suspension or revocation
The SEC's checklist, Request for Lifting of Suspension and/or Revocation, calls for:
A verified petition to set aside the order, with the authorized representative's sworn certification on the latest financial statements and beginning balances.
A directors' or trustees' certificate naming that representative, and a certificate of non-forum shopping.
The latest due AFS, received by the SEC and the BIR, and the latest due GIS, received by the SEC. Our GIS filing guide explains the GIS.
The certificate of incorporation, the latest articles of incorporation and by-laws, and the stock and transfer book (or membership book) registration.
A secretary's certificate that no intra-corporate dispute is pending and that the latest AFS and income tax return were received by the SEC and BIR.
The external auditor's sworn certification that the beginning balances are supported by valid source documents.
Proof of ongoing operation, such as AFS, income tax returns or real property tax receipts, plus the latest mayor's permit and BIR certificate of registration.
Proof of compliance with SEC Memorandum Circular No. 28, s. 2020 (official email address and mobile number).
As with delinquency, fines and filing fees come first, and earlier reports you never filed are assessed as not filed (SEC Memorandum Circular No. 6, s. 2024). If two groups claim the same ownership or rights in a pending intra-corporate dispute, the SEC accepts the petition only after a final court decision. If the petition is meritorious, the SEC issues an order lifting the revocation (SEC Memorandum Circular No. 19, s. 2023).
"Revival" is only for expired corporations
A "petition for revival of corporate existence" is for corporations whose corporate term has expired, including expired corporations that were also suspended or revoked for non-filing (Section 11, Revised Corporation Code; SEC Memorandum Circular No. 23, s. 2019). A corporation whose term has not expired files a petition to lift instead. Under the Revised Corporation Code, corporations have perpetual existence unless their articles provide otherwise, so expired terms are now less common.
What a revoked corporation can and cannot do
Wind up only. For three years after revocation, the corporation remains a body corporate only to sue and be sued, settle its affairs, dispose of its property and distribute its assets. It may not continue its business (Section 139).
No new suits after three years. The Supreme Court ruled that a corporation lacked capacity to sue when it filed a case about five months after its three-year period ended (Alabang Development Corp. v. Alabang Hills Village Association, Inc., G.R. No. 187456, June 2, 2014, decided under the old Corporation Code).
Personal liability. Anyone who acts as a corporation knowing it has no authority is liable as a general partner for the resulting debts and damages. A party who dealt with it as a corporation also cannot refuse to perform on the ground that it lacked corporate personality (Section 20).
The corporate name. Another company generally cannot use a revoked corporation's name within five years from revocation (SEC Memorandum Circular No. 13, s. 2019). After that, the name may be taken.
Fines and 2026 relief
SEC Memorandum Circular No. 6, s. 2024 sets base fines for late filing and non-filing, plus a monthly add-on counted up to 12 months. From May 14 to December 31, 2026, the SEC is not imposing the monthly add-on. Base fines still apply, deadlines are unchanged, and monthly penalties paid before May 14, 2026 are not refunded (SEC Memorandum Circular No. 16, s. 2026). Unless the SEC extends the relief, monthly penalties resume on January 1, 2027, so it pays to file and settle in 2026.
The SEC's 2024 Enhanced Compliance Incentive Plan, which cut fines for suspended and revoked corporations, closed at the end of 2024 (SEC Memorandum Circular No. 13, s. 2024, as extended). If you are simply behind on filings, see Late GIS filing: risks and remedies.
Frequently asked questions
Is there a deadline to file a petition to lift a revocation?
No. It may be filed at any time (SEC Memorandum Circular No. 19, s. 2023). But delay makes proof of operation harder, and the five-year protection of the corporate name can run out.
Can a revoked corporation keep operating while its petition is pending?
No. Until the revocation is lifted, it may only wind up its affairs (Section 139). Those who keep doing business in its name risk personal liability (Section 20).
Does paying the fines lift the order?
No. You must also file a petition, and the SEC lifts the order only if it finds the petition meritorious. Even under the 2024 incentive program, payment alone did not lift a suspension or revocation.
Our corporation is only delinquent. What should we do?
File the missing reports and a petition to lift within six months from receiving the order. For inoperation, resume operations and file within two years.
Sources
Revised Corporation Code (Republic Act No. 11232), Sections 11, 20, 21, 138, 139, 158, 177 and 179
SEC Memorandum Circular No. 19, Series of 2023 (October 26, 2023)
SEC Memorandum Circular No. 6, Series of 2024 (March 27, 2024)
SEC Memorandum Circular No. 16, Series of 2026 (May 13, 2026)
SEC Memorandum Circular No. 13, Series of 2024 (Enhanced Compliance Incentive Plan)
SEC Memorandum Circular No. 23, Series of 2019 (revival of expired corporations)
SEC Memorandum Circular No. 13, Series of 2019 (corporate and partnership names)
SEC Memorandum Circular No. 28, Series of 2020
SEC checklist: Request for Lifting of Suspension and/or Revocation
SEC order of February 16, 2024 suspending 117,885 corporations
Alabang Development Corp. v. Alabang Hills Village Association, Inc., G.R. No. 187456, June 2, 2014
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This article is general information as of its publication date, not legal advice, and does not create a lawyer-client relationship. For advice on your situation, consult a lawyer.
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