After reading “What is the procedure for voluntary dissolution where no creditors are affected?”, read also “What are the Modes of Corporate Dissolution?”.
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Voluntary dissolution where no creditors are affected is a type of dissolution initiated by the corporation.
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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 of a meeting to be held upon the call of the directors or trustees.
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A corporation may withdraw its verified request for dissolution within fifteen (15) days from receipt of the verified request for dissolution.
Voluntary dissolution where no creditors are affected is a type of dissolution initiated by the corporation. It does not prejudice, or is not consented by creditors.
The law says:
If dissolution of a corporation does not prejudice 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 of a meeting to be held upon the call of the directors or trustees. (Section 134, Revised Corporation Code of the Philippines)
In order to effect a voluntary dissolution where no creditors are affected, the procedure is laid down under the Revised Corporation Code of the Philippines.
The law says:
- 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.
- 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 no newspaper is published in such place, in a newspaper of general circulation in the Philippines.
- The resolution to dissolve must be approved by the majority of the board of directors or trustees and approved by at least majority of the outstanding capital stock or majority of the members.
- The corporation shall submit the following to the Commission: (1) 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; (2) proof of publication; and (3) favorable recommendation from the appropriate regulatory agency, when necessary. (Section 134, RCCP)
The effectivity of the dissolution shall take effect only upon the issuance by the Securities and Exchange Commission of a certificate of dissolution.
When may the corporation withdraw its verified request for dissolution? The law says:
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. (Section 134, RCCP)
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