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ADMIN. RULE-MAKING#1) SECURITIES AND EXCHANGE COMMISSION (SEC),
petitioner, vs. GMA NETWORK, INC.(GMA), respondent.G.R. No. 164026
December 23, 2008
Facts: On August 19, 1995, GMA filed an application for
amendment of its Articles of Incorporationand By-Laws with SEC. One
of the amendments is the extension of the corporate term for
anotherfifty (50) years.
Upon filing, SECs Legal Department assessed GMA a filing fee for
the application forextension of corporate term equivalent to 1/10
of 1% of its authorized capital stock plus 20%thereof or an amount
of P1,212,200.00 in accordance with SEC Memorandum Circular No.
2,Series of 1994.
GMA contested the legality and propriety of the assessment for
the extension of itscorporate term.
Later, GMA requested for an official opinion/ruling from the SEC
on the validity andpropriety of the assessment and SEC upheld the
validity of the assessment as in accordance withlaw. On appeal, SEC
en banc upheld the same.
On appeal with CA, GMA argued that its application for the
extension is an amendmentand not a filing of new articles of
incorporation. It is liable under SEC memorandum CircularNo. 1,
Series of 1986 and not with the recent Circular. CA agreed that the
amendment was not anordinary and it is analogous to the filing of
new articles of incorporation.
CA, however ruled that the said Circular is ineffective as it
lack the requirement ofpublication.
Hence, the petition by SEC.
Issue:Whether SEC Memorandum Circular No. 2, Series of 1994
which is the basis of the SEC for
the imposition is valid?
Held:No. The Court agreed with the CA that the questioned
memorandum circular is invalid for
lack of publication.Under R.A. No. 3531, it provides that where
the amendment consists in extending the term
of corporate existence, the SEC "shall be entitled to collect
and receive for the filing of theamended articles of incorporation
the same fees collectible under existing law as the filing
ofarticles of incorporation." As is clearly the import of this law,
the SEC shall be entitled to collect andreceive the same fees it
assesses and collects both for the filing of articles of
incorporation andthe filing of an amended articles of incorporation
for purposes of extending the term of
corporate existence. SEC issued SEC Memorandum Circular No. 1,
Series of 1986, imposing the filing fee of 1/10 of 1% of the
authorized capital stock
but not less thanP300.00 nor more than P100,000.00 for stock
corporations, and 1/10 of 1% of the authorized capital stock but
not lessthan P200.00 nor more than P100,000.00 for stock
corporations without par value, for the filing of amended articles
of incorporation where theamendment consists of extending the term
of corporate existence.
Later, it issued SEC Memorandum Circular No. 2, Series of 1994,
imposing new fees and charges and deleting the maximumfiling fee
set forth in SEC Circular No. 1, Series of 1986, such that the fee
for the filing of articles of incorporation became 1/10 of 1% of
theauthorized capital stock plus 20% thereof but not less
thanP500.00.
A reading of the two circulars readily reveals that they indeed
pertain to different matters, asGMA points out. SEC Memorandum
Circular No. 1, Series of 1986 refers to the filing fee forthe
amendment of articles of incorporation to extend corporate life,
while MemorandumCircular No. 2, Series of 1994 pertains to the
filing fee for articles of incorporation. Thus, asGMA argues, the
former circular, being squarely applicable to GMA.
The questioned memorandum circular is an implementation of the
mandate of R.A. No.3531 and indubitably regulates and affects the
public at large. It cannot, therefore, be considered a
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mere internal rule or regulation, nor an interpretation of the
law, but a rule which must be declaredineffective as it was neither
published nor filed with the Office of the National
AdministrativeRegister.
A filing fee, by legal definition, is that charged by a public
official to accept a document forprocessing. The fee should be
just, fair, and proportionate to the service for which the fee is
being
collected, in this case, the examination and verification of the
documents submitted by GMA towarrant an extension of its corporate
term.Rate-fixing is a legislative function which concededly has
been delegated to the SEC by
R.A. No. 3531 and other pertinent laws. The due process clause,
however, permits the courts todetermine whether the regulation
issued by the SEC is reasonable and within the bounds of
itsrate-fixing authority and to strike it down when it arbitrarily
infringes on a persons right to property.
