Voluntary Dissolution where no Creditors are Affected (Sec. 134)
- Initiated by filing a verified request with the Company Registration and Monitoring Department (“CRMD”) or SEC Extension Office, signed by the corporation’s duly authorized representative, stating:
- Corporate Name, SEC Registration Number, Principal Office and Email Address;
- Complete Name, Designation and Mailing Address of Authorized Representative;
- Request for Dissolution and the fact that dissolution does not prejudice the rights of any creditor;
- Reason for the Dissolution;
- Form, Manner, and Time when Stockholder/Member Notices were given;
- Names of Stockholders and Directors or Members and Trustees who approved the Dissolution; Provided: Majority of the Directors or Trustees, and Stockholders owning or controlling at least a majority of the Outstanding Capital Stock including the holders of non-voting shares or majority of the Members voted for the Dissolution;
- That the above-mentioned Stockholders and Directors, or Members and Trustees are the duly elected Directors or Trustees, and the Stockholders or Members of Record as of the date of the meeting;
- Details of Publication (i.e. name of newspaper, complete name of publisher, principal office of publisher, are of circulation, date when notice was published, and contents of notice as published); and
- That the Corporation has no pending case involving intra-corporate dispute.
- Verification and Certification Against Forum Shopping– the Verified Request for Dissolution shall contain an affidavit and certification duly signed by the authorized representative of the corporation.
- Supporting Documents:
- A notarized copy of the Board Resolution or Director’s/Trustee’s Certificate authorizing the dissolution and designating an authorized representative, signed by a majority of the board of directors or trustees and countersigned by the corporate secretary;
- Publisher’s Affidavit of Publication of the Notice of the Meeting;
- Latest General Information Sheet;
- Audited Financial Statements, except:
- Where the applicant has ceased operations for at least one (1) year;
- Where the applicant has no operation since incorporation;
- Where the applicant is with total assets or liabilities of less than PhP600,000.00.
- Affidavit executed under oath by the President and Treasurer that:
- That the dissolution is not prejudicial to the interest of creditors; and
- There is no opposition from any creditors from the time of publication of the notice of dissolution up to the filing of the dissolution with the Commission.
- Bureau of Internal Revenue (“BIR”) Tax Clearance;
- Notarized Secretary’s Certificate of no pending case involving intra-corporate dispute;
- Clearance/favorable recommendation from other Departments of the Commission or from appropriate regulatory agencies, when necessary.
- Withdrawal of Request for Dissolution– within fifteen (15) days from receipt by the Commission of the Verified Request for Dissolution, made in writing and duly verified by any incorporator, director, trustee, shareholder, or member and signed by majority of the directors or trustees, and stockholders owning or controlling at least majority of the outstanding capital stock or majority of the members who voted for the dissolution.
- Verification of Withdrawal– the verified withdrawal of request for dissolution shall contain an affidavit duly signed by any incorporator, director, trustee, shareholder, or member, which shall allege:
- The allegations in the Verified Withdrawal of Request for Dissolution are true and correct based on his or her personal knowledge, or based on authentic documents;
- The Verified Withdrawal of Request for Dissolution is not filed to harass, cause unnecessary delay, or needlessly increase the cost of regulation and/or litigation;
- The factual allegations therein have evidentiary support, or if specifically identified, will likewise have evidentiary support after reasonable opportunity for discovery.
- Approval and Issuance of Certificate– fifteen days from receipt of the Verified Withdrawal of Request for Dissolution the Commission shall issue the Certificate of Dissolution. The Dissolution shall take effect only upon the issuance by the Commission of the Certificate of Dissolution.
- Dissolution by Shortening Corporate Term (Sec. 136)
- Documentary Requirements where Proposed Expiration of the Corporate Term is 1 Year or Morefrom approval of application submitted to the Corporate and Partnership Registration Division (“CPRD”) of CRMD or SEC Extension Offices:
- Cover Sheet;
- Notarized Directors’ Certificate signed by majority of the directors or trustees and the corporate secretary, attesting that: a) the dissolution by shortening of corporate term was approved by majority of the board of directors/trustees and ratified by at least 2/3 vote of the stockholders representing the outstanding capital stock, including holders of non-voting shares/members; b) date and place of the stockholders’ or members’ meeting; and c) the tax identification number of the signatories which shall be placed below their names.
- Amended Articles of Incorporation;
- Compliance Monitoring Division (“CMD”) Monitoring Clearance;
- Notarized Secretary’s Certificate of no pending case involving intra corporate dispute;
- Clearance/favorable recommendation from other Departments of the Commission or from the appropriate regulatory agency, when needed.
- Documentary Requirements where Proposed Expiration of the Corporate Term is Less than 1 yearfrom approval of application submitted to the Corporate and Partnership Registration Division (“CPRD”) of CRMD or SEC Extension Offices:
- Cover Sheet;
- Notarized Directors’ Certificate signed by majority of the directors or trustees and the corporate secretary, attesting that: a) the dissolution by shortening of corporate term was approved by majority of the board of directors/trustees and ratified by at least 2/3 vote of the stockholders representing the outstanding capital stock, including holders of non-voting shares/members; b) date and place of the stockholders’ or members’ meeting; and c) the tax identification number of the signatories which shall be placed below their names.
- Amended Articles of Incorporation;
- Audited Financial Statements as of last fiscal year, except:
- Where the applicant has ceased operations for at least 1 year;
- Where the applicant has no operation since incorporation; and
- Where the applicant corporation (stock or nonstock) with total assets or liabilities of less than PhP600,000.00.
- Affidavit executed under oath by the President and Treasurer that:
- The dissolution is not prejudicial to the interest of the creditors; and
- There is no opposition from any creditors from the time of publication of the notice of dissolution up to the filing of the dissolution with the Commission;
- BIR Tax Clearance;
- Publisher’s Affidavit of Publication of the Notice of Meeting;
- Notarized Secretary’s Certificate of no pending case involving intra corporate dispute; and
- Clearance/favorable recommendation from other Departments of the Commission or from the appropriate regulatory agency, when needed.
- The proposed expiration of the corporate term for all applications for amendment filed under Sec. 136 of the RCC must contemplate a future date.
- Effectivity of Dissolution– upon expiration of the shortened term as stated in the approved amended articles of incorporation, the corporation shall be deemed dissolved without any further proceedings, subject to the provisions of this Code on Liquidation. Dissolution shall automatically take effect on the day following the last day of the corporate term stated in the amended articles of incorporation, without need of issuance of certificate of dissolution.
- Documentary Requirements where Proposed Expiration of the Corporate Term is 1 Year or Morefrom approval of application submitted to the Corporate and Partnership Registration Division (“CPRD”) of CRMD or SEC Extension Offices:
- Involuntary Dissolution (Sec. 138 and Sec. 6i of PD 902-A)
- Grounds under Section 138 of the RCC – Commission may, motu proprio, or upon filing of a verified complaint by any interested party, dissolve a corporation based on the following:
- Non-use of corporate charter;
- Continuous inoperation;
- Receipt of a lawful order dissolving the corporation;
- Upon finding by final judgment that the corporation procured its incorporation through fraud; and
- Upon finding by final judgment that the corporation:
- Was created for the purpose of committing, concealing or aiding the commission of securities violations, smuggling, tax evasion, money laundering or graft and corrupt practices;
- Committed or aided in the commission of securities violations, smuggling, tax evasion, money laundering, or graft and corrupt practices, and its stockholders knew; and
- Repeatedly and knowingly tolerated the commission of graft and corrupt practices or other fraudulent or illegal acts by its directors, trustees, officers, or employees.
- Grounds under Section 138 of the RCC – Commission may, motu proprio, or upon filing of a verified complaint by any interested party, dissolve a corporation based on the following:
*when another agency or tribunal has been identified by law as the primary regulator, investigative or administrative body for specific cases such as smuggling, tax evasion, money laundering, or graft and corrupt practices, all complaints or petitions for revocation shall be endorsed to said primary regulator, investigative or administrative body, for their appropriate action.
- Grounds under Section 6i of PD 902-A
- Fraud in the procurement of certificate of registration;
- Failure to file or register any of the following for a period of at least 5 years of a) Financial Statements; b) General Information Sheet; and c) Stock and Transfer Book or Membership Book.
- Documentary Requirements for verified complaint filed by interested parties submitted to the CRMD and SEC Extension Office:
- Verified Complaint/Petition;
- Certificate against Forum Shopping;
- Secretary’s Certificate authorizing the filing of the complaint, if filed by a corporation; and
- Affidavits and other documentary evidence to support the claim.
Forfeiture of Assets – If a corporation is ordered dissolved by final judgment its assets, after payment of liabilities, shall, upon petition of the Commission with the appropriate court, be forfeited in favor of the national government. Such forfeiture shall be without prejudice to the rights of innocent stockholders and employees for services rendered, and to the application of other penalties or sanctions under the RCC or other laws.