DISSOLUTION OF STOCK AND NON-STOCK (CORPORATE

TERM)

1. Directors’ certificate – notarized and signed by majority of the

directors certifying the (i) amendment of the articles of
incorporation reclassifying/declassifying/converting the shares of
stock (ii) votes of the directors and the stockholders, (iii) date and
place of stockholders’ meeting and (iv) the tax identification
number of the signatories which shall be placed below their names.
2. Amended Articles of Incorporation
3. Audited financial statements (AFS) as of last fiscal year, except
  a. Where the applicant has ceased operations for at least one (1)
year, submit:

i. AFS as of last fiscal year of operation; and

ii. Affidavit of non-operation certified under oath by the President

and Treasurer
  b. Where the applicant has no operation since incorporation,
submit:

i. Balance Sheet certified under oath by the Treasurer and

President

ii. Affidavit of non-operation certified under oath by the President

and Treasurer

iii. Certificate of non-registration by the BIR

  c. Where the applicant is a stock corporation with paid-up of less
than P50,000, submit its Balance Sheet as of last preceding fiscal
year certified under oath by the President and Treasurer
  d. Where the applicant is a non-stock corporation with gross
receipts of less than P100,000 or a total assets of less
thanP500,000, submit its Balance Sheet as of last preceding fiscal
year certified under oath by the President and Treasurer
4. Certification executed under oath by the President and Treasurer
certifying that:
  a. The dissolution is not prejudicial to the interest of the creditors
  b. There is no opposition from any creditor from the time of the last
publication of the notice of dissolution up to the filing of the
application for dissolution with the Commission
5. BIR tax clearance
6. Publisher’s Affidavit of publication of notice of dissolution (once a
week for three [3] consecutive weeks)
7. Notarized Secretary’s Certificate on no pending case of intra-
corporate dispute
  NOTES: If there is opposition from the creditors, the application
should be in the form of petition to be filed with the Office of the
General Counsel of the SEC.