FRIA Lecture Notes
FRIA Lecture Notes
FRIA Lecture Notes
To encourage debtors, both juridical and natural persons, and their creditors to collectively and realistically resolve and
adjust competing claims and property rights.
To ensure a timely, fair, transparent, effective and efficient rehabilitation or liquidation of debtors
Nature of Proceedings
1. In rem
2. Summary/Non-Adversarial
Under this law, rehabilitation refers to the restoration of the debtor to a condition of successful operation and solvency.
When rehabilitation is not feasible, it is in the interest of the State to facilitate a speedy and orderly liquidation of these
debtor's assets and the settlement of their obligations.
The definition of a debtor is important to be able to determine if the parties may avail of the proceedings provided by FRIA.
The term debtor covers a sole proprietorship duly registered with the Department of Trade and Industry (DTI), a
partnership duly registered with the Securities and Exchange Commission (SEC), a corporation duly organized and existing
under Philippine laws, or an individual debtor who has become insolvent.
1. Banks✅️
2. Insurance companies✅️
3. Pre-need companies✅️
4. National and local government agencies or units.✅️
OVERVIEW
DEBTOR
(INSOLVENT)
INDIVIDUAL JURIDICAL
Three types of rehabilitation
Court-supervised SUSPENSION OF
Pre-Negotiated PAYMENTS VOLUNTARY
Out-of-court INVOLUNTARY
VOLUNTARY
INVOLUNTARY
INSOLVENCY OF INDIVIDUAL DEBTORS
An individual debtor who, possessing sufficient property to cover all his debts but foreseeing the impossibility of meeting
them when they respectively fall due, may file a verified petition that he be declared in the state of suspension of payments
by the court of the province or city in which he has resides for six (6) months prior to the filing of his petition. He shall
attach to his petition, as a minimum: (a) a schedule of debts and liabilities; (b) an inventory of assets; and (c) a proposed
agreement with his creditors.
Voluntary Liquidation - An individual debtor whose properties are not sufficient to cover his liabilities, and owing debts
exceeding Five hundred thousand pesos (Php500,000.00), may apply to be discharged from his debts and liabilities by filing
a verified petition with the court of the province or city in which he has resided for six (6) months prior to the filing of such
petition. He shall attach to his petition a schedule of debts and liabilities and an inventory of assets. The filing of such
petition shall be an act of insolvency.
Involuntary Liquidation - Any creditor or group of creditors with a claim of, or with claims aggregating at least Five hundred
thousand pesos (Php500, 000.00) may file a verified petition for liquidation with the court of the province or city in which
the individual debtor resides.
TYPES OF REHABILITATION
A. Court – Supervised Rehabilitation ✅️
B. Pre-negotiated Rehabilitation✅️
C. Out-of-court or informal restructuring agreements or rehabilitation plans✅️
Voluntary proceedings
Petition to Initiate Voluntary Proceedings by Debtor. - When approved by the owner in case of a sole proprietorship, or by a
majority of the partners in case of a partnership, or in case of a corporation, by a majority vote of the board of directors or
trustees and authorized by the vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital
stock, or in case of nonstock corporation, by the vote of at least two-thirds (2/3) of the members, in a stockholder's or
member's meeting duly called for the purpose, an insolvent debtor may initiate voluntary proceedings under this Act by
filing a petition for rehabilitation with the court and on the grounds hereinafter specifically provided. The petition shall be
verified to establish the insolvency of the debtor and the viability of its rehabilitation, and include, whether as an
attachment or as part of the body of the petition, as a minimum the following:
a. Identification of the debtor, its principal activities and its addresses;
b. Statement of the fact of and the cause of the debtor's insolvency or inability to pay its obligations as they become
due;
c. The specific relief sought pursuant to this Act;
d. The grounds upon which the petition is based;
e. Other information that may be required under this Act depending on the form of relief requested;
f. Schedule of the debtor's debts and liabilities including a list of creditors with their addresses, amounts of claims and
collaterals, or securities, if any;
g. An inventory of all its assets including receivables and claims against third parties;
h. A Rehabilitation Plan;
i. The names of at least three (3) nominees to the position of rehabilitation receiver; and
j. Other documents required to be filed with the petition pursuant to this Act and the rules of procedure as may be
promulgated by the Supreme Court.
Involuntary Proceedings
Circumstances Necessary to Initiate Involuntary Proceedings. - Any creditor or group of creditors with a claim of, or the
aggregate of whose claims is, at least One Million Pesos (Php1,000,000.00) or at least twenty-five percent (25%) of the
subscribed capital stock or partners' contributions, whichever is higher, may initiate involuntary proceedings against the
debtor by filing a petition for rehabilitation with the court if:
there is no genuine issue of fact on law on the claim/s of the petitioner/s, and that the due and demandable payments
thereon have not been made for at least sixty (60) days or that the debtor has failed generally to meet its liabilities as they
fall due; or
a creditor, other than the petitioner/s, has initiated foreclosure proceedings against the debtor that will prevent the debtor
from paying its debts as they become due or will render it insolvent.
Petition to Initiate Involuntary Proceedings. - The creditor/s' petition for rehabilitation shall be verified to establish the
substantial likelihood that the debtor may be rehabilitated, and include:
a. identification of the debtor its principal activities and its address;
b. the circumstances sufficient to support a petition to initiate involuntary rehabilitation proceedings under Section 13
of this Act;
c. the specific relief sought under this Act;
d. a Rehabilitation Plan;
e. the names of at least three (3) nominees to the position of rehabilitation receiver;
f. other information that may be required under this Act depending on the form of relief requested; and
g. other documents required to be filed with the petition pursuant to this Act and the rules of procedure as may be
promulgated by the Supreme Court.
B. PRE-NEGOTIATED REHIBILITATION
An insolvent debtor, by itself or jointly with any of its creditors, may file a verified petition with the court for the approval of
a pre-negotiated Rehabilitation Plan which has been endorsed or approved by creditors holding at least two-thirds (2/3) of
the total liabilities of the debtor, including secured creditors holding more than fifty percent (50%) of the total secured
claims of the debtor and unsecured creditors holding more than fifty percent (50%) of the total unsecured claims of the
debtor. The petition shall include as a minimum:
For an out-of-court of or informal restructuring/workout agreement or Rehabilitation Plan to qualify, it must meet the
following minimum requirements:
a. The debtor must agree to the out- -court of or informal restructuring/workout agreement or Rehabilitation Plan;
b. It must be approved by creditors representing at least sixty-seven (67%) of the secured obligations of the debtor;
c. It must be approved by creditors representing at least seventy-five percent (75%) of the unsecured obligations of
the debtor; and
d. It must be approved by creditors holding at least eighty-five percent (85%) of the total liabilities, secured and
unsecured, of the debtor.
TYPES OF LIQUIDATION:
1. VOLUNTARY LIQUIDATION
2. INVOLUNTARY LIQUIDATION
Voluntary Liquidation. - An insolvent debtor may apply for liquidation by filing a petition for liquidation with the court. The
petition shall be verified, shall establish the insolvency of the debtor and shall contain, whether as an attachment or as part
of the body of the petition;
a. a schedule of the debtor's debts and liabilities including a list of creditors with their addresses, amounts of claims
and collaterals, or securities, if any;
b. an inventory of all its assets including receivables and claims against third parties; and
c. the names of at least three (3) nominees to the position of liquidator.
At any time during the pendency of court-supervised or pre-negotiated rehabilitation proceedings, the debtor may also
initiate liquidation proceedings by filing a motion in the same court where the rehabilitation proceedings are pending to
convert the rehabilitation proceedings into liquidation proceedings. The motion shall be verified, shall contain or set
forth the same matters required in the preceding paragraph, and state that the debtor is seeking immediate dissolution
and termination of its corporate existence. If the petition or the motion, as the case may be, is sufficient in form and
substance, the court shall issue a Liquidation Order.
Involuntary Liquidation. - Three (3) or more creditors the aggregate of whose claims is at least either One million pesos
(Php1,000,000,00) or at least twenty-five percent (25%) of the subscribed capital stock or partner's contributions of the
debtor, whichever is higher, may apply for and seek the liquidation of an insolvent debtor by filing a petition for liquidation
of the debtor with the court. The petition shall show that:
a. there is no genuine issue of fact or law on the claims/s of the petitioner/s, and that the due and demandable
payments thereon have not been made for at least one hundred eighty (180) days or that the debtor has failed
generally to meet its liabilities as they fall due; and
b. there is no substantial likelihood that the debtor may be rehabilitated.
At any time during the pendency of or after a rehabilitation court-supervised or pre-negotiated rehabilitation
proceedings, three (3) or more creditors whose claims is at least either One million pesos (Php1,000,000.00) or at least
twenty- five percent (25%) of the subscribed capital or partner's contributions of the debtor, whichever is higher, may
also initiate liquidation proceedings by filing a motion in the same court where the rehabilitation proceedings are
pending to convert the rehabilitation proceedings into liquidation proceedings. The motion shall be verified, shall
contain or set forth the same matters required in the preceding paragraph, and state that the movants are seeking the
immediate liquidation of the debtor.
Proceedings covered by FRIA and persons who will file and/or approve:
Business Organization Proceeding Approve/File
Sole Proprietorship, Pre-negotiated Insolvent debtor and the Rehabilitation Plan is endorsed
Partnership, and rehabilitation (petition for or approved by creditors holding at least two-thirds (2/3)
Corporation approval of pre-negotiation of the total liabilities
rehabilitation plan)
Sole Proprietorship, Voluntary Liquidation Insolvent debtor
Partnership, and
Corporation
Sole Proprietorship, Involuntary Liquidation Three (3) or more creditors the aggregate of whose
Partnership, and claims is at least either One million pesos
Corporation (Php1,000,000,00) or at least twenty-five percent (25%)
of the subscribed capital stock (SCS) or partner’s
contributions of the debtor, whichever is higher
(a) identify the debtor, its principal business or activity/ies and its principal place of business;
(b) summarize the ground/s for initiating the proceedings;
(c) state the relief sought under this Act and any requirement or procedure particular to the relief sought;
(d) state the legal effects of the Commencement Order, including those mentioned in Section 17 hereof;
(e) declare that the debtor is under rehabilitation;
(f) direct the publication of the Commencement Order in a newspaper of general circulation in the Philippines once a
week for at least two (2) consecutive weeks, with the first publication to be made within seven (7) days from the
time of its issuance;
(g) If the petitioner is the debtor direct the service by personal delivery of a copy of the petition on each creditor
holding at least ten percent (10%) of the total liabilities of the debtor as determined from the schedule attached to
the petition within five (5) days; if the petitioner/s is/are creditor/s, direct the service by personal delivery of a copy
of the petition on the debtor within five (5) days;
(h) appoint a rehabilitation receiver who may or not be from among the nominees of the petitioner/s and who shall
exercise such powers and duties defined in this Act as well as the procedural rules that the Supreme Court will
promulgate;
(i) summarize the requirements and deadlines for creditors to establish their claims against the debtor and direct all
creditors to their claims with the court at least five (5) days before the initial hearing;
(j) direct Bureau of internal Revenue (BIR) to file and serve on the debtor its comment on or opposition to the petition
or its claim/s against the debtor under such procedures as the Supreme Court provide;
(k) prohibit the debtor's suppliers of goods or services from withholding the supply of goods and services in the
ordinary course of business for as long as the debtor makes payments for the services or goods supplied after the
issuance of the Commencement Order;
(l) authorize the payment of administrative expenses as they become due;
(m) set the case for initial hearing, which shall not be more than forty (40) days from the date of filing of the petition for
the purpose of determining whether there is substantial likelihood for the debtor to be rehabilitated;
(n) make available copies of the petition and rehabilitation plan for examination and copying by any interested party;
(o) indicate the location or locations at which documents regarding the debtor and the proceedings under Act may be
reviewed and copied;
(p) state that any creditor or debtor who is not the petitioner, may submit the name or nominate any other qualified
person to the position of rehabilitation receiver at least five (5) days before the initial hearing;
(q) includes Stay or Suspension Order which shall:
(1) suspend all actions or proceedings, in court or otherwise, for the enforcement of claims against the debtor;
(2) suspend all actions to enforce any judgment, attachment or other provisional remedies against the debtor;
(3) prohibit the debtor from selling, encumbering, transferring or disposing in any manner any of its properties
except in the ordinary course of business; and
(4) prohibit the debtor from making any payment of its liabilities outstanding as of the commencement date except
as may be provided herein.
Any qualified natural or juridical person may serve as a rehabilitation receiver: Provided, that if the rehabilitation receiver
is a juridical entity, it must designate a natural person/s who possess/es all the qualifications and none of the
disqualifications as its representative, it being understood that the juridical entity and the representative/s are solidarily
liable for all obligations and responsibilities of the rehabilitation receiver.
(a) A citizen of the Philippines or a resident of the Philippines in the six (6) months immediately preceding his nomination;
(b) Of good moral character and with acknowledged integrity, impartiality and independence;
(c) Has the requisite knowledge of insolvency and other relevant commercial laws, rules and procedures, as well as the
relevant training and/or experience that may be necessary to enable him to properly discharge the duties and obligations of
a rehabilitation receiver; and
(d) Has no conflict of interest: Provided, that such conflict of interest may be waived, expressly or impliedly, by a party who
may be prejudiced thereby.
verify the accuracy of the factual allegations in the petition for rehabilitation
verify and correct, if necessary, the inventory of all of the assets of the debtor, and their valuation
verify and correct, if necessary, the schedule of debts and liabilities of the debtor
evaluate the validity, genuineness and true amount of all the claims against the debtor
take possession, custody and control, and to preserve the value of all the property of the debtor
sue and recover, with the approval of the court, all amounts owed to, and all properties pertaining to the debtor
have access to all information necessary, proper or relevant to the operations and business of the debtor and for its
rehabilitation
sue and recover, with the. approval of the court, all property money of the debtor paid, or transferred or disbursed in
fraud of the debtor or its creditors, or which constitute undue preference of creditor/s
monitor the operations and the business of the debtor to ensure that no payments or transfers of property are made
other than in the ordinary course of business
With the court's approval, to engage the services of or to employ persons or entities to assist him in the discharge of his
functions
determine the manner by which the debtor may be best rehabilitated, to review) revise and/or recommend action on the
Rehabilitation Plan and submit the same or a new one to the court for approval
assume and exercise the powers of management of the debtor, if directed by the court
submit a status report on the rehabilitation proceedings every quarter or as may be required
The rehabilitation receiver may be removed at any time by the court either or upon motu proprio motion by any creditor/s
holding more than fifty percent (50%) of the total obligations of the debtor, on such grounds as the rules of procedure may
provide which shall include, but are not limited to, the following:
(a) Incompetence, gross negligence, failure to perform or failure to exercise the proper degree of care in the performance of
his duties and powers;
(c) Illegal acts or conduct in the performance of his duties and powers;
(f) Manifest lack of independence that is detrimental to the general body of the stakeholders.
Rehabilitation Receiver
The rehabilitation receiver and his direct employees or independent contractors shall be entitled to compensation for
reasonable fees and expenses from the debtor according to the terms approved by the court after notice and hearing.
The rehabilitation receiver shall take an oath and file a bond, in such amount to be fixed by the court, conditioned upon
the faithful and proper discharge of his powers, duties and responsibilities.
Management Committee
takes the place of the management and the governing body of the debtor and assume their rights and responsibilities
The specific powers and duties of the management committee, whose members shall be considered as officers of the
court, shall be prescribed by the procedural rules.
selling, transferring, encumbering or disposing in any manner of his property, except those used in the ordinary operations
making any payment outside of the necessary or legitimate expenses of his business or industry, so long as the
proceedings relative to the suspension of payments
Conversion of rehabilitation to liquidation proceedings
2. there is no substantial likelihood for the debtor to be successfully rehabilitated as determined in accordance with the
rules to be promulgated by the Supreme Court.
Liquidation order:
b. order the liquidation of the debtor and, in the case of a juridical debtor, declare it as dissolved;
c. order the sheriff to take possession and control of all the property of the debtor, except those that may be exempt from
execution;
d. order the publication of the petition or motion in a newspaper of general circulation once a week for two (2) consecutive
weeks;
e. direct payments of any claims and conveyance of any property due the debtor to the liquidator;
f. prohibit payments by the debtor and the transfer of any property by the debtor;
g. direct all creditors to file their claims with the liquidator within the period set by the rules of procedure;
i. state that the debtor and creditors who are not petitioner/s may submit the names of other nominees to the position of
liquidator; and
j. set the case for hearing for the election and appointment of the liquidator, which date shall not be less than thirty (30)
days nor more than forty-five (45) days from the date of the last publication.
a. the juridical debtor shall be deemed dissolved and its corporate or juridical existence terminated;
b. legal title to and control of all the assets of the debtor, except those that may be exempt from execution, shall be deemed
vested in the liquidator or, pending his election or appointment, with the court;
c. all contracts of the debtor shall be deemed terminated and/or breached, unless the liquidator, within ninety (90) days
from the date of his assumption of office, declares otherwise and the contracting party agrees;
d. no separate action for the collection of an unsecured claim shall be allowed. Such actions already pending will be
transferred to the Liquidator for him to accept and settle or contest. If the liquidator contests or disputes the claim, the
court shall allow, hear and resolve such contest except when the case is already on appeal. In such a case, the suit may
proceed to judgment, and any final and executor judgment therein for a claim against the debtor shall be filed and allowed
in court; and
e. no foreclosure proceeding shall be allowed for a period of one hundred eighty (180) days
Suspension of Payments Liquidation
Debtor is insolvent
Debts must be at least P500,000
Acts of insolvency need not be alleged or proved Creditors must prove acts of insolvency
Individual debtor files the petition Creditor or group of creditors files the petition
Debtor is not absent as he files the petition Applies even in the case of absent debtor (debtor resides
outside or has departed from the Philippines, cannot be
found, or conceals himself)
Posting of bond by creditors is not required Posting of bond by creditors is required
Voluntary Liquidation of Individual Debtor Involuntary Liquidation of Individual Debtor
Debts must be at least P500,000 Debt or aggregate of debts must be at least P1,000,000 or
equivalent to 25% of the SCS or partners’ contribution,
whichever is higher
Individual can continue his business Business organization will be dissolved
There must be an act of insolvency Act of insolvency not required
Involuntary Liquidation of Individual Debtor Involuntary Liquidation of Business
Rights of secured creditors
The Liquidation Order shall not affect the right of a secured creditor to enforce his lien in accordance with the applicable
contract or law. A secured creditor may:
a. waive his right under the security or lien, prove his claim in the liquidation proceedings and share in the
distribution of the assets of the debtor; or
b. maintain his rights under the security or lien
If the secured creditor maintains his rights under the security or lien:
1. the value of the property may be fixed in a manner agreed upon by the creditor and the liquidator. When the value
of the property is less than the claim it secures, the liquidator may convey the property to the secured creditor and
the latter will be admitted in the liquidation proceedings as a creditor for the balance. If its value exceeds the claim
secured, the liquidator may convey the property to the creditor and waive the debtor's right of redemption upon
receiving the excess from the creditor;
2. the liquidator may sell the property and satisfy the secured creditor's entire claim from the proceeds of the sale; or
3. the secure creditor may enforce the lien or foreclose on the property pursuant to applicable laws.
The liquidator shall be deemed an officer of the court with the principal duly of preserving and maximizing the value and
recovering the assets of the debtor, with the end of liquidating them and discharging to the extent possible all the claims
against the debtor. The powers, duties and responsibilities of the liquidator shall include, but not limited to:
a. to sue and recover all the assets, debts and claims, belonging or due to the debtor;
b. to take possession of all the property of the debtor except property exempt by law from execution;
c. to sell, with the approval of the court, any property of the debtor which has come into his possession or control;
d. to redeem all mortgages and pledges, and so satisfy any judgement which may be an encumbrance on any property
sold by him;
e. to settle all accounts between the debtor and his creditors, subject to the approval of the court;
f. to recover any property or its value, fraudulently conveyed by the debtor;
g. to recommend to the court the creation of a creditors' committee which will assist him in the discharge of the
functions and which shall have powers as the court deems just, reasonable and necessary; and
h. upon approval of the court, to engage such professional as may be necessary and reasonable to assist him in the
discharge of his duties.
In addition to the rights and duties of a rehabilitation receiver, the liquidator, shall have the right and duty to take all
reasonable steps to manage and dispose of the debtor's assets with a view towards maximizing the proceedings therefrom,
to pay creditors and stockholders, and to terminate the debtor's legal existence.
Registry of claims
Within twenty (20) days from his assumption into office the liquidator shall prepare a preliminary registry of claims of
secured and unsecured creditors. Secured creditors who have waived their security or lien, or have fixed the value of the
property subject of their security or lien by agreement with the liquidator and is admitted as a creditor for the balance, shall
be considered as unsecured creditors. The liquidator shall make the registry available for public inspection and provide
publication notice to creditors, individual debtor’s owner/s of the sole proprietorshipdebtor, the partners of the
partnership-debtor and shareholders or members of the corporationdebtor, on where and when they may inspect it. All
claims must be duly proven before being paid.
Liquidation Plan
Within three (3) months from his assumption into office, the Liquidator shall submit a Liquidation Plan to the court. The
Liquidation Plan shall, as a minimum enumerate all the assets of the debtor and a schedule of liquidation of the assets and
payment of the claims.