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VOLUNTARY LIQUIDATION

GBL Sec. 68. Voluntary Liquidation. In case of voluntary liquidation of any bank organized under the laws of the
Philippines, or of any branch or office in the Philippines of a foreign bank, written notice of such liquidation shall be
sent to the Monetary Board before such liquidation shall be sent to the Monetary Board before such liquidation is
undertaken, and the Monetary Board shall have the right to intervene and take such steps as may be necessary to
protect the interests of creditors.
RECEIVERSHIP AND VOLUNTARY LIQUIDATION
GBL Sec. 69. Receivership and Involuntary Liquidation. The grounds and procedures for placing a bank under
receivership or liquidation, as well as the powers and duties of the receiver or liquidator appointed for the bank shall
be governed by the provisions of Sections 30, 31, 32, and 33 of the New Central Bank Act: Provided, That the
petitioner or plaintiff files with the clerk or judge of the court in which the action is pending a bond, executed in favor
of the Bangko Sentral, in an amount to be fixed by the court. This Section shall also apply to the extent possible to the
receivership and liquidation proceedings of quasi-banks.
a. Governing lawb. Grounds
NCBA Section 30. Proceedings in Receivership and Liquidation. - Whenever, upon report of the head of the
supervising or examining department, the Monetary Board finds that a bank or quasi-bank:
(a) is unable to pay its liabilities as they become due in the ordinary course of business: Provided, That this shall
not include inability to pay caused by extraordinary demands induced by financial panic in the banking
community;
(b) has insufficient realizable assets, as determined by the Bangko Sentral, to meet its liabilities; or
(c) cannot continue in business without involving probable losses to its depositors or creditors; or
(d) has willfully violated a cease and desist order under Section 37 that has become final, involving acts or
transactions which amount to fraud or a dissipation of the assets of the institution; in which cases, the
Monetary Board may summarily and without need for prior hearing forbid the institution from doing business in
the Philippines and designate the Philippine Deposit Insurance Corporation as receiver of the banking
institution.
For a quasi-bank, any person of recognized competence in banking or finance may be designed as receiver.
The receiver shall immediately gather and take charge of all the assets and liabilities of the institution,
administer the same for the benefit of its creditors, and exercise the general powers of a receiver under the Revised
Rules of Court but shall not, with the exception of administrative expenditures, pay or commit any act that will involve
the transfer or disposition of any asset of the institution: Provided, That the receiver may deposit or place the funds of
the institution in non-speculative investments. The receiver shall determine as soon as possible, but not later than
ninety (90) days from take over, whether the institution may be rehabilitated or otherwise placed in such a condition
so that it may be permitted to resume business with safety to its depositors and creditors and the general public:
Provided, That any determination for the resumption of business of the institution shall be subject to prior approval of
the Monetary Board.
If the receiver determines that the institution cannot be rehabilitated or permitted to resume business in
accordance with the next preceding paragraph, the Monetary Board shall notify in writing the board of directors of its
findings and direct the receiver to proceed with the liquidation of the institution. The receiver shall:
(1) file ex parte with the proper regional trial court, and without requirement of prior notice or any other action, a
petition for assistance in the liquidation of the institution pursuant to a liquidation plan adopted by the
Philippine Deposit Insurance Corporation for general application to all closed banks. In case of quasi-banks, the
liquidation plan shall be adopted by the Monetary Board. Upon acquiring jurisdiction, the court shall, upon
motion by the receiver after due notice, adjudicate disputed claims against the institution, assist the
enforcement of individual liabilities of the stockholders, directors and officers, and decide on other issues as
may be material to implement the liquidation plan adopted. The receiver shall pay the cost of the proceedings
from the assets of the institution.
(2) convert the assets of the institutions to money, dispose of the same to creditors and other parties, for the
purpose of paying the debts of such institution in accordance with the rules on concurrence and preference of
credit under the Civil Code of the Philippines and he may, in the name of the institution, and with the
assistance of counsel as he may retain, institute such actions as may be necessary to collect and recover
accounts and assets of, or defend any action against, the institution. The assets of an institution under
receivership or liquidation shall be deemed in custodia legis in the hands of the receiver and shall, from the
moment the institution was placed under such receivership or liquidation, be exempt from any order of
garnishment, levy, attachment, or execution.
The actions of the Monetary Board taken under this section or under Section 29 of this Act shall be final and
executory, and may not be restrained or set aside by the court except on petition for certiorari on the ground that the
action taken was in excess of jurisdiction or with such grave abuse of discretion as to amount to lack or excess of
jurisdiction. The petition for certiorari may only be filed by the stockholders of record representing the majority of the
capital stock within ten (10) days from receipt by the board of directors of the institution of the order directing
receivership, liquidation or conservatorship.

The designation of a conservator under Section 29 of this Act or the appointment of a receiver under this
section shall be vested exclusively with the Monetary Board. Furthermore, the designation of a conservator is not a
precondition to the designation of a receiver.
NCBA Sec 36 2nd par: Whenever a bank or quasi-bank persists in carrying on its business in an unlawful or unsafe
manner, the Board may, without prejudice to the penalties provided in the preceding paragraph of this section and the
administrative sanctions provided in Section 37 of this Act, take action under Section 30 of this Act.
GBL last par: In case a bank or quasi-bank notifies the Bangko Sentral or publicly announces a bank holiday, or in any
manner suspends the payment of its deposit liabilities continuously for more than thirty (30) days, the Monetary Board
may summarily and without need for prior hearing close such banking institution and place it under receivership of the
Philippine Deposit Insurance Corporation.
c.
-

Who may be Receiver


Monetary Board may summarily and without need for prior hearing forbid the institution from doing business in
the Philippines and designate the Philippine Deposit Insurance Corporation as receiver of the banking
institution.
For a quasi-bank, any person of recognized competence in banking or finance may be designed as receiver

d. Duties of Receiver
The receiver of the bank is in fact obliged
1. to collect debts owing to the bank, which debts form part of the assets of the bank.
2. The receiver must assemble the assets and pay the obligation of the bank under receivership, and
3. take steps to prevent dissipation of such assets.
4. Accordingly, the receiver of the bank is obliged to collect pre-existing debts due to the bank, and in
connection therewith,
5. to foreclose mortgages securing such debts.
e. Close Now-Hear Later Doctrine
The law does not contemplate prior notice and hearing before the bank may be directed to stop operations and
placed under receivership. The purpose is to prevent unwarranted dissipation of the banks assets and as a
valid exercise of police power to protect the depositors, creditors, stockholders and the general public. (Central
Bank of the Philippines v. CA, G.R. No. 76118 Mar. 30, 1993)
f.

Liquidation
i.
As opposed to rehabilitation
Liquidation, in corporation law, connotes a winding up or settling with creditors and debtors. 9 It is the winding
up of a corporation so that
assets are distributed to those entitled to receive them. It is the process of reducing
assets to cash, discharging liabilities and dividing
surplus or loss.
On the opposite end of the spectrum is rehabilitation which connotes a reopening or reorganization.
Rehabilitation contemplates a continuance of corporate life and activities in an effort to restore and reinstate the
corporation to its former position of successful operation and solvency.
It is crystal clear that the concept of liquidation is diametrically opposed or contrary to the concept of
rehabilitation, such that both cannot be undertaken at the same time. To allow the liquidation proceedings to
continue would seriously hinder the rehabilitation of the
subject bank. (PVB union vs Vega)
ii.
iii.

Actions to take NCBA Sec 30 (supra)


How assets are distributed NCBA:
Section 31. Distribution of Assets. - In case of liquidation of a bank or quasi-bank, after payment of the
cost of proceedings, including reasonable expenses and fees of the receiver to be allowed by the court, the
receiver shall pay the debts of such institution, under order of the court, in accordance with the rules on
concurrence and preference of credit as provided in the Civil Code.
Section 32. Disposition of Revenues and Earnings. - All revenues and earnings realized by the receiver in
winding up the affairs and administering the assets of any bank or quasi-bank within the purview of this Act
shall be used to pay the costs, fees and expenses mentioned in the preceding section, salaries of such
personnel whose employment is rendered necessary in the discharge of the liquidation together with other
additional expenses caused thereby. The balance of revenues and earnings, after the payment of all said
expenses, shall form part of the assets available for payment to creditors.
iv.
All claims filed in liquidation court

v.

Disposition of banking franchise NCBA


Section 33. Disposition of Banking Franchise. - The Bangko Sentral may, if public interest so requires,
award to an institution, upon such terms and conditions as the Monetary Board may approve, the
banking franchise of a bank under liquidation to operate in the area where said bank or its branches
were previously operating: Provided, That whatever proceeds may be realized from such award shall
be subject to the appropriate exclusive disposition of the Monetary Board.

g. Effects of Receivership and Liquidation


i. restriction on capacity to act

ii. Penalties for transaction after bank becomes insolvent


GBL Sec. 70. Penalty for Transactions After a Bank Becomes Insolvent. Any director or officer of any bank
declared insolvent or placed
under receivership by the Monetary Board who refuses to turn over the banks records
and assets to the designated receivers, or who tampers with banks records, or who appropriates for himself for
another party or destroys or causes the misappropriation and destruction of the banks assets, or who receives or
permits or causes to be received in said bank any deposit, collection of loans and/or
receivables, or who pays out or
permits or causes to be transferred any securities or property of said bank shall be subject to the penal
provisions of the New Central Bank Act.
iii. Effect on Garnishment, levy on attachment or execution- Sec 30 NCBA
iv. Stoppage of Business

v. Interest on Deposits

JUDICIAL REVIEW
a. Availability of remedy sec 30 NCBA
b. Ground: grave abuse of discretion
c. Jurisdiction:
Rule 65 Sec. 4. Where petition filed.
The petition may be filed not later than sixty (60) days from notice of the judgment, order or resolution sought
to be assailed in the Supreme Court or, if it relates to the acts or omissions of a lower court or of a corporation,
board, officer or person, in the Regional Trial Court exercising jurisdiction over the territorial area as defined by
the Supreme Court. It may also be filed in the Court of Appeals whether or not the same is in aid of its
appellate jurisdiction, or in the Sandiganbayan if it is in aid of its jurisdiction. If it involves the acts or omissions
of a quasi-judicial agency, and unless otherwise provided by law or these Rules, the petition shall be filed in
and cognizable only by the Court of Appeals.
d. Who may question:
e. Actions of MB final and executor; injunction
f. Effect of filing petition for Review
g. Liability of MB and PDIC
the BSP should not be held liable on the crossed cashier's checks for it was not a party to the issuance of the
same; nor can it be held liable for imposing the sanctions on Prime Savings Bank which indirectly affected
Miranda, since it is mandated under Sec. 37 of R.A. No. 7653 to act accordingly. 26 The BSP, through the
Monetary Board was well within its discretion to exercise this power granted by law to issue a resolution
suspending the interbank clearing privileges of Prime Savings Bank, having made a factual determination that
the bank had deficient cash reserves deposited before the BSP. There is no showing that the BSP abused this
discretionary power conferred upon it by law.
In addition, co-respondent PDIC was impleaded as a party-litigant only in its representative capacity as the
receiver/liquidator of Prime Savings Bank. Both BSP and PDIC cannot therefore be held directly and solidarily
liable for the payment of the two cashier's checks. Sole liability rests with Prime Savings Bank. (Miranda vs
PDIC)

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