The Day Isla Fuerte Faced Corporate Oblivion — And the Secretarial Lifeline That Rescued It

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Business Name: Isla Fuerte Beach & Wellness Resort Corp.

Business Type: Domestic Stock Corporation

Industry: Hospitality & Tourism

Location: Lapu-Lapu City, Cebu

Structure before JKNC: Family-owned corporation with over a decade of non-compliance in SEC filings, absence of a corporate secretary, and disorganized corporate records

All names and business identifiers have been fictionalized in full compliance with the Data Privacy Act of 2012 (RA 10173).

The Story

           For over a decade, Isla Fuerte Beach & Wellness Resort Corp. thrived as a premier destination in Lapu-Lapu City, offering serene beachfront experiences and holistic wellness retreats. Behind the scenes, however, the corporation's legal and administrative foundations were crumbling.

The resort had not filed its General Information Sheet (GIS) or Audited Financial Statements (AFS) for 12 consecutive years. The corporate secretary had resigned years prior, and no successor was appointed. Board meetings were informal, undocumented, and critical resolutions were neither drafted nor notarized.

The tipping point came when a major financial institution required updated corporate documents for a significant loan application. The absence of a current GIS, AFS, and Secretary’s Certificate stalled the process. Subsequently, the Securities and Exchange Commission (SEC) issued a notice highlighting the corporation's prolonged non-compliance, threatening revocation of its Certificate of Incorporation.

“We were on the brink of losing everything we had built over the years due to administrative oversights.”
— Chairperson, Isla Fuerte Beach & Wellness Resort Corp.

In desperation, the management sought assistance and was referred to JKNC. Recognizing the urgency, JKNC initiated a comprehensive corporate compliance rescue operation.

Hidden Problems Revealed

JKNC's thorough assessment uncovered:

• 12 years of unfiled GIS and AFS, violating the Revised Corporation Code (RCC) Section 177

• Absence of a corporate secretary, leading to undocumented board resolutions and meetings

• Non-compliance with SEC Memorandum Circular No. 28, Series of 2020, mandating the submission of official email addresses and mobile numbers for SEC communications

• Risk of revocation of the corporation's registration due to prolonged non-compliance

JKNC's Strategic Response

1. Availing the SEC Amnesty Program
JKNC guided the corporation through the SEC Amnesty Program under SEC MC No. 2, Series of 2023. This initiative allowed the corporation to:

• Settle a fixed amnesty fee of ₱5,000 for the non-filing of GIS and AFS

• Waive the ₱10,000 penalty for non-compliance with MC No. 28, Series of 2020

• Submit an Expression of Interest via the SEC's Electronic Filing and Submission Tool (eFAST)

• Upload the latest GIS and AFS, along with other required documents, to complete the amnesty process

2. Corporate Governance Rehabilitation

• Appointed a qualified Corporate Secretary to oversee compliance

• Reconstructed the Stock and Transfer Book, ensuring accurate records of shareholdings

• Drafted and notarized pending Board Resolutions and Secretary’s Certificates

• Scheduled and documented overdue Annual Stockholders' Meetings

3. Implementation of Compliance Systems

• Established a Corporate Compliance Calendar to track filing deadlines

• Integrated a Document Management System for secure storage and retrieval of corporate records

• Conducted training sessions for the board and administrative staff on corporate governance best practices

Results & Transformation

• SEC compliance restored, with the issuance of a Confirmation of Payment under the amnesty program

• Avoided potential revocation of the Certificate of Incorporation

• Reinstated credibility with financial institutions, facilitating the continuation of loan applications

• Institutionalized corporate governance practices, ensuring ongoing compliance and organizational stability

“JKNC didn't just help us rectify our past mistakes; they equipped us with the tools and knowledge to maintain compliance moving forward.”
— President, Isla Fuerte Beach & Wellness Resort Corp.

Strategic Insight from JKNC

“Prolonged non-compliance can jeopardize even the most successful businesses. The SEC's amnesty program provided a lifeline, but proactive governance is essential. JKNC empowers corporations to not only correct past oversights but to establish robust systems that safeguard their future.”

Don't wait for regulatory repercussions if your corporation has lapsed in its compliance obligations. JKNC offers comprehensive corporate secretarial services to guide you to compliance and fortify your governance structures.
Book a confidential consultation at https://jknc.io.

Legal & Confidentiality Notice

This case study is fictionalized for illustrative purposes. All business names, identifiers, and personal details are anonymized in compliance with the Data Privacy Act of 2012 (RA 10173). Any resemblance to actual persons or businesses is coincidental.