Alhambra
Alhambra
Alhambra
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SANCHEZ, J.:
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2 Italics supplied.
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3 19 C.J.S., p. 1487.
4 Id., p. 1485, at footnote 76, citing Sharp vs. Eagle Lake Lumber Co.,
212 P. 933, 60 Cal. App. 386.
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"x x x But section 561 (section 2147) provides that, when any
corporation expires by the terms of its articles of incorporation, it
may be thereafter continued to act for the purpose of closing up its
business, but for no other purpose. The corporate life of the Home
Building Association expired on May 3, 1905. After that date, by
the mandate of the statute, it
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could continue to act for the purpose of closing up its business, but
for no other purpose. The proposed amendment was not made
until January 16, 1908, or nearly three years after the corporation
expired by the terms of the articles of incorporation. When the
corporate life of the corporation was ended, there was nothing to
extend. Here it was proposed nearly three years after the
corporate life of the association had expired to revivify the dead
body, and to make that relate back some two. years and eight
months. In other words, the association for two years and eight
months had only existed for the purpose of winding up its
business, and, after this length of time, it was proposed to revivify
it and make it a live corporation for the two years and eight
months during which it had not been such.
The law gives a certain length of time for the filing of records
in this court, and provides that the time may be extended by the
court, but under this provision it has uniformly been held that
when the time was expired, there is nothing to extend, and that
the appeal must be dismissed. x x x So, when the articles of a
corporation have expired, it is too late to adopt an amendment
extending the life of a corporation; for, the corporation7 having
expired, this is in effect to create a new corporation. x x x."
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9 At p. 1059.
10 8 Fletcher, p. 535. In 18 Am. Jur. 2d., p. 612, we find at footnote 14
the following: "Loeffler v. Federal Supply Co. 187 Okla 373, 102 P2d 862,
wherein the court notes a distinction between the words 'extend' and
'renew.' The court said that the word 'extend' means to prolong or
lengthen in time, whereas the word 'renew' means to restore to existence,
to revive, reestablish, or recreate."
11 Abercrombie vs. United Light & Power Co., 7 F. Supp. 530, 542.
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Act 3531. Since the phrase "on or before" etc., was omitted
in Republic Act 3531, which contains no similar limitation,
it follows, according to Alhambra, that it is not necessary to
extend corporate existence on or before the expiration of its
original term.
That Republic Act 3531 stands mute as to when
extention of corporate existence may be made, assumes no
relevance. We have already said, in the face of a familiar
precept, that a defunct corporation is bereft of any legal
faculty not otherwise expressly sanctioned by law.
Illuminating here is the explanatory note of H.B. 1774,
later Republic Act 3531—now in dispute. Its first
paragraph states that "Republic Act No. 1932 allows the
automatic extension of the corporate existence of domestic
life insurance corporations upon amendment of their
articles of incorporation on or before ore the expiration of
the terms f ixed by said articles". The succeeding lines are
decisive: "This is a good law, a sane and sound one. There
appears to be no valid reason why it13 should not be made to
apply to other private corporations".
The situation here presented is not one where the law
under consideration is ambiguous, where courts have to
put in harness extrinsic aids such as a look at another
statute to disentangle doubts. It is an elementary rule in
legal hermeneutics that where the terms of the law are
clear, no statutory construction may be permitted. Upon
the basic conceptual scheme under which corporations
operate, and with Section 77 of the Corporation Law
particularly in mind, we find no vagueness in Section 18, as
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13 Italics supplied.
14 82 C.J.S., p. 801.
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15 Tr., p. 18.
16 Tr., p. 17.
17 Tr., pp. 17-19.
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