SEC warns people using aliases for business purposes

The Securities and Exchange Commission (SEC) has revoked the corporate license of Care Best International Inc., a janitorial services provider whose clientele comprises mostly government offices and agencies, on the ground of fraud.

According to the SEC’s Compliance and Enforcement Department, two of Care Best’s six incorporators — Ricardo Solivio and Jessica Ibita — used names other than their registered names in registration documents to circumvent a law that requires companies to have at least five incorporator-directors.

In cancelling Care Best’s articles of incorporation, the SEC relied on the admission by Solivio and Ibita that they used the aliases Ricardo Enriquez and Jessica Evangelista, respectively, in the certificates of registration.

For the same reason, Solivio and Ibita were earlier accused before the Metropolitan Trial Court of Makati, Branch 65 for violation of the Anti-Alias law. The criminal complaints, however, were already dismissed by the trial court.

The SEC said while Solivio and Ibita have not been criminally prosecuted, their use of aliases to secure the incorporation of Care Best warrants the cancellation of the registration certificate.

The Commission en banc cited section 15 of the corporation code which requires that articles of incorporation must be acknowledged by the incorporators before a notary public. “The purpose of requiring the acknowledgement is to secure the State and all concerned against the possibility of any fictitious name being subscribed to the articles and furnish proof of the genuineness of the signatures,” the SEC en banc said.

“The cavalier attitude toward statutory registration requirements can not be countenanced. To turn a blind eye on the unaccounted, unexplained or unjustified use by incorporators in registration documents of names different from their official names would not only be a dangerous precedent that may be used by unscrupulous people to defraud the public but would also be a mockery of the commission’s regulatory and supervisory functions, in derogation of its mandate to enforce corporate and applied laws,” the SEC en banc pointed out.

Care Best, however, has elevated its case to the Court of Appeals and sought the reversal of the SEC order due to lack of evidence.

Care Best said the CED failed to establish proof that Solivio and Ibita, either individually or collectively, ever utilized fictitious names to defraud or evade any form of liability or obligation to any third party, including the government and its various agencies.

Care Best likewise stressed that its stockholders and officers have religiously complied with the reportorial requirements of the SEC and other applicable laws and rules during its 10 years of existence.

According to Care Best, its sound business practice has allowed it to bag numerous contracts from various government agencies and government-owned entities including the Philippine Amusement & Gaming Corp.-Manila, National Home Mortgage Financing Corp., Bangko Sentral ng Pilipinas-Quezon City, PEZA-Bataan Economic Zone, Department of Energy-Taguig, Quezon City Court of Tax Appeals, UP-Diliman, PNOC Shipping Corp., Senate, Presidential Commission on Good Government, Bureau of Internal Revenue, Philippine General Hospital, PhilExim, Philippine Orthopedic Center, Department of Social Welfare and Development, Philippine Reclamation Authority, Cultural Center of the Philippines and Bureau of Plant Industry.