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A.

Voluntary Dissolution Pursuant to Section 118 of the corporation Code


of the Philippines:

1. Resolution dissolving the corporation adopted by the affirmative vote of the at least
two thirds (2/3) of the outstanding, capital stocks of the corporation at the meeting
held on the call of directors, after publishing notice of the time, place and object of
the meeting for three consecutive weeks on the newspaper published in the place
where the principal office is located, and if no newspaper is published in the place,
then the newspaper of general circulation in the Philippines, and after sending such
notice to its stockholders by registered mail or by person delivery at least (30) days
prior to said meeting (5 copies);

2. Resolution to dissolve the corporation, approved by the majority vote of the board of
directors (5 copies);

3. Directors’ certificate signed by at least a majority of the directors, countersigned by


the corporate secretary, certifying to the approval of the resolution dissolving the
corporate (5 copies);

4. Affidavits of any of the directors or officers assuming any valid claim or creditors
against the corporation (5 copies);

5. Consent of the creditors, if there are any, with regards to the dissolution of the
corporate (5 copies);

6. Affidavit of the publisher regarding the publication of the notice of the time, place and
object of the stockholders’ meeting approving the dissolution, once a week for three
consecutive weeks in the newspaper of regional general circulation (5 copies);

7. BIR Tax clearance certificate (5 copies);

8. Audited Financial statement, as of the date of the meeting approving the dissolution
(1 copy);

9. General information sheet, as of the date of the board meeting approving, the
dissolution (6 copies); and

10. Filing fee of ₱ 530. 00, payable Securities and Exchange Commission in cash, postal
money order or cashier’s/ manager’s check.

Note:
 Original + 4 conformed copies
 All copies must be conformed, i.e. must contain consistent information both as filed
and as base upon any changes
 Paper size is A4
 Black printing on white unglazed paper. Onion skin and carbon paper not acceptable

SEC-Iloilo Extension office


Tel. No 3350025/3379984

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