SEC. 134. Voluntary Dissolution Where No Creditors are Affected.

– 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.

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, in the manner provided in Section 50 of this
Code 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 no newspaper is published in such place, in a newspaper of
general circulation in the Philippines.

A verified request for dissolution shall be filed with the Commission stating: (a) the reason for
the dissolution; (b) the form, manner, and time when the notices were given; (c) names of the
stockholders and directors or members and trustees, who approved the dissolution; (d) the
date, place, and time of the meeting in which the vote was made; and (e) details of publication.

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.

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 a certificate of dissolution.

No application for dissolution of banks, banking and quasi-banking institutions, preneed,

insurance and trust companies, nonstock savings and loan associations, pawnshops, and other
financial intermediaries shall be approved by the Commission unless accompanied by a
favorable recommendation of the appropriate government agency.

Sec 136 last par. In the case of expiration of corporate term, dissolution shall automatically take
effect on the day following the last day of the corporate term stated in the articles of
incorporation, without the need for the issuance by the Commission of a certificate of
dissolution.
SEC. 137. Withdrawal of Request and Petition for Dissolution. – A withdrawal of the request for
dissolution shall be made in writing, duly verified by any incorporator, director, trustee,
shareholder, or member and signed by the same number of incorporators, directors, trustees,
shareholders, or members necessary to request for dissolution as set forth in the foregoing
sections. The withdrawal shall be submitted no later than fifteen (15) days from receipt by the
Commission of the request for dissolution. Upon receipt of a withdrawal of request for
dissolution, the Commission shall withhold action on the request for dissolution and shall, after
investigation: (a) make a pronouncement that the request for dissolution is deemed
withdrawn; (b) direct a joint meeting of the board of directors or trustees and the stockholders
or members for the purpose of ascertaining whether to proceed with dissolution; or (c) issue
such other orders as it may deem appropriate.

A withdrawal of the petition for dissolution shall be in the form of a motion and similar in
substance to a withdrawal of request for dissolution but shall be verified and filed prior to
publication of the order setting the deadline for filing objections to the petition.

SEC. 138. Involuntary Dissolution. – A corporation may be dissolved by the Commission motu
proprio or upon filing of a verified complaint by any interested party. The following may be
grounds for dissolution of the corporation:

(a)Non-use of corporate charter as provided under Section 21 of this Code;

(b)Continuous inoperation of a corporation as provided under Section 21 of this Code;

(c)Upon receipt of a lawful court order dissolving the corporation;

(d)Upon finding by final judgment that the corporation procured its incorporation through
fraud;

(e)Upon finding by final judgment that the corporation:

(1) 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;

(2) Committed or aided in the commission of securities violations, smuggling, tax evasion,
money laundering, or graft and corrupt practices, and its stockholders knew; and

(3) Repeatedly and knowingly tolerated the commission of graft and corrupt practices or other
fraudulent or illegal acts by its directors, trustees, officers, or employees.

If the corporation is ordered dissolved by final judgment pursuant to the grounds set forth in
subparagraph (e) hereof, its assets, after payment of its 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 penalty or sanction under this Code or other
laws.

The Commission shall give reasonable notice to, and coordinate with, the appropriate
regulatory agency prior to the involuntary dissolution of companies under their special
regulatory jurisdiction.
 Sc 144 Provided further, that in case of a domestic corporation who will act as a resident
agent, it must likewise be of sound financial standing and must show proof that it is in good
standing as certified by the Commission.

SEC. 145. Resident Agent; Service of Process. – As a condition to the issuance of the license for
a foreign corporation to transact business in the Philippines, such corporation shall file with the
Commission a written power of attorney designating a person who must be a resident of the
Philippines, on whom summons and other legal processes may be served in all actions or other
legal proceedings against such corporation, and consenting that service upon such resident
agent shall be admitted and held as valid as if served upon the duly authorized officers of the
foreign corporation at its home office. Such foreign corporation shall likewise execute and file
with the Commission an agreement or stipulation, executed by the proper authorities of said
corporation, in form and substance as follows: