After reading, Voluntary Dissolution of a Corporation Where No Creditors are Affected, read also Effects When a Board Meeting of a Close Corporation is Unnecessary or Improperly Held
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A corporation formed or organized under the Revised Corporation Code may be dissolved voluntarily or involuntarily
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A corporation may be voluntarily dissolved where no creditors are affected
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A verified request for dissolution shall be filed with the Securities and Exchange Commission
A corporation formed or organized under the Revised Corporation Code may be dissolved voluntarily or involuntarily.
How may a corporation be voluntarily dissolved where no creditors are affected?
The law says:
If dissolution of a corporation does not prejudice or affect the rights of any creditor having a claim against it, the dissolution may be effected by majority vote of the board of directors or trustees, and by a resolution adopted by the affirmative vote of the stockholders owning at least majority of the outstanding capital stock or majority of the members for a meeting to be held upon the call of the directors or trustees.
At least twenty (20) days prior to the meeting, notice shall be given to each shareholder or member of record personally, by registered mail, or by any means authorized under its bylaws, whether or not entitled to vote at the meeting and shall state that the purpose of the meeting is to vote on the dissolution of the corporation. Notice of the time, place and object of the meeting shall be published once prior to the date of the meeting in a newspaper published in the place where the principal office of said corporation is located, or if general circulation in the Philippines.
Where should the request for dissolution be filed?
The law says:
A verified request for dissolution shall be filed with the Securities and Exchange Commission (Commission) stating:
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the reason for the dissolution;
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the form, manner, and time when the notices were given;
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names of the stockholders and directors or members and trustees who approved the dissolution;
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the date, place, and time of the meeting in which the vote was made; and
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details of publication.
The corporation shall submit the following to the Commission:
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a copy of the resolution authorizing the dissolution, certified by a majority of the board of directors or trustees and countersigned by the secretary of the corporation;
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proof of publication; and
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favorable recommendation from the appropriate regulatory agency, when necessary.
Within fifteen (15) days from receipt of the verified request for dissolution, and in the absence of any withdrawal within said period, the Commission shall approve the request and issue the certificate of dissolution. The dissolution shall take effect only upon the issuance by the Commission of certificate of dissolution.
No application for dissolution of banks, banking and quasi-banking institutions, preneed, insurance and trust companies, non-stock savings and loan associations (NSSLAs), pawnshops, and other financial intermediaries shall be approved by the Commission unless accompanied by a favorable recommendation of the appropriate government agency.
What if the voluntary dissolution affects creditors? A related article will be posted in a few days.
Alburo Alburo and Associates Law Offices specializes in business law and labor law consulting. For inquiries regarding illegal dismissal, you may reach us at info@alburolaw.com, or dial us at (02)7745-4391/0917-5772207.
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