CORPORATION

R. A. No. 11232
An Act Providing for the
Revised Corporation Code of the Philippines

TITLE XIV
DISSOLUTION

METHOD OF DISSOLUTION.
SEC. 133.
 VOLUNTARY or INVOLUNTARY.

VOLUNTARY DISSOLUTION WHERE NO CREDITORS ARE

AFFECTED.
SEC. 134.

 Where dissolution does not prejudice creditor –

PROCEDURE:

I. VOTING:
i. by majority vote of the BOD/BOT and

ii. by resolution adopted by the affirmative

vote of the stockholders owning at least
majority of the OCS/members

 At a meeting called by the

directors/trustees for the purpose of
dissolving the corp.

 NOTICE 20 days prior to the meeting

shall be given to each stockholder in
manner acc. to sec. 50 of the RCCP
stating that the purpose.

 PUBLICATION of the notice is required:

In the newspaper in the place of the
principal office of the corp., or if none,
in a newspaper of general circulation
in the Phil.

II. REQUEST FOR DISSOLUTION FILED W/

SEC.
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 A verified request for dissolution shall be
filed w/ SEC stating the :

a) reason for dissolution;

b) form, manner & time when the notices
were given;
c) names of the S,D.M,T who approved
the dissolution;
d) date, place & time of the meeting in
w/c the vote was made; and
e) details of publication.

 Document to be submitted to SEC

1) Copy of the resolution authorizing

the dissolution, certified by the
majority of the BOD/BOT &
countersigned by the corporate
secretary;
2) Proof of publication;
3) Favorable recommendation of the
appropriate regulatory agency, when
necessary.

III . SEC ISSUES CERTIFICATE OF DISSOLUTION.

W/in 15 days from receipt of the

verified request for verification, and in the
absence of any withdrawal w/in said
period, the SEC shall APPROVE the
request & issue the CERTIFICATE OF
DISSOLUTION - dissolution takes
effect.

VOLUNTARY DISSOLUTION WHERE CREDITORS ARE

AFFECTED.
SEC. 135.

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 Where dissolution may prejudice the rights of any
creditor –

PROCEDURE:

I. VOTING:
i. by majority vote of the BOD/BOT and

ii. by resolution adopted by the affirmative

vote of the stockholders representing at
least 2/3 of the OCS/members

II. PETITION FOR DISSOLUTION W/ SEC.

A verified petition for dissolution shall be

filed w/ SEC, signed by the majority of
the BOD/BOT, verified by its president or
secretary or one of its directors or
trustees and shall set forth the :

a) all claims and demands against the

corp.;
b) resolution to dissolve by the
stockholders/members & the votes;
c) reason for dissolution;
d) form, manner & time when the notices
were given;
e) date, place & time of the meeting in
w/c the vote was made; and

 Document to be submitted to SEC

1) Copy of the resolution authorizing the

dissolution, certified by the majority of
the BOD/BOT & countersigned by the
corporate secretary; and
2) A list of all its creditors.
III. SEC ISSUES ORDER FOR FILING OF
OBJECTIONS TO THE PETITION.
 If the petition is sufficient in form and
substance, the SEC shall issue an
ORDER reciting the purpose of the

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 petition, fixing the deadline for filing
objection to the petition
- NOT less than 30 days nor more
than 60 days after the entry of
the order.

 The copy of the order shall be

PUBLISHED at least once a week for 3
consecutive weeks in a newspaper of
general circulation published in the
municipality/city where the principal
office of the corp., is located;

 The copy of the order shall be POSTED

for 3 consecutive weeks in 3 public
places in such municipality or city.

IV. SEC HEARS THE PETITION & RENDERS

JUDGMENT.

 5 days after expiration of the date to

file objections, the SEC shall proceed
to HEAR the petition and try any issue
raised in the objections filed;

If no such objection is sufficient, and

the material allegations in the petition
are true, SEC shall render JUDGMENT
dissolving the corp. and directing such
disposition of its assets as justice
requires, and may appoint a receiver to
collect such assets and pay the debts
of the corp.

 Dissolution takes effect only upon

issuance by the SEC of a
CERTIFICATE OF DISSOLUTION

DISSOLUTION BY SHORTENING CORPORATE TERM.

SEC. 136.
 A voluntary dissolution may be effected by
AMENDING the AOI to SHORTEN THE
CORPORATE TERM.
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 o Copy of the Amended AOI shall be
submitted to SEC.

o Upon the expiration of the shortened term,

the corp. shall be deemed dissolved. w/o
any further proceedings.

o Dissolution shall automatically take effect

following the last day of the corporate term.

WITHDRAWAL OF REQUEST AND PETITION FOR

DISSOLUTION.
SEC. 137.

 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, director, trustee,
shareholder, or members necessary to
request for dissolution.

 The withdrawal shall be submitted no later than

15 days from receipt of the SEC of the request for
dissolution.

o Upon receipt of a withdrawal of request for

dissolution, the SEC 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 BOD/BOT

and the stockholders/members for the
purpose of ascertaining whether to
proceed w/ dissolution; or

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 (c) issue such other orders as it may deem
appropriate.

 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.

INVOLUNTARY DISSOLUTION.
SEC. 138.

 A corp. may be dissolved by the SEC motu propio

or upon filing of a verified complaint by any
interested party on the ff. grounds:
(a) Non-use of corporate charter [Sec. 21];
(b) Continuous inoperation of a corp. [Sec. 21];
(c) Upon receipt of a lawful court order dissolving
the corporation;
(d) Upon finding by a final judgment that the
corp. procured its incorporation through fraud;
(e) Upon finding by final judgment that the corp:

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, & its stockholders
knew; and

3) Repeated and knowingly tolerated the

commission of graft and corrupt
practices or other fraudulent or illegal
acts by its directors, trustees, officers, or
employees.

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  If the corp. 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 SEC w/ the
appropriate court, be FORFEITED in favour of the
national government.

 The SEC shall give reasonable notice to, &

coordinate w/, the appropriate regulatory agency
prior to the involuntary dissolution of companies
under their special regulatory jurisdiction.

CORPORATE LIQUIDATION.
SEC. 139.

 EXCEPT FOR BANKS (covered by New Central

Bank Act & PDIC Charter)
every corp. whose charter expires pursuant to
its AOI, is annulled by forfeiture, or whose corp.
existence is terminated in any other manner,

shall nevertheless remain as a body corporate

for 3 years after the effective date of dissolution,
for the purpose of

1. prosecuting and defending suits by or

against it, and
2. enabling it to settle and close its affairs,
3. dispose of and convey its property, and
4. distribute its assets.

but NOT for the purpose of continuing the

business for w/c it was established.

 AT ANY TIME DURING SAID 3 YEARS, the corp.

is authorized to convey all its property to trustees
for the benefit of stockholders, members,
creditors and other persons of interest.

o After any such conveyance by the corp. of

its property in trust for the benefit of its S,
M, C, & others in interest,

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 all interest w/c the corp. had in the
property terminates,
the legal interest vests in the trustees,
and
the beneficial interest in the
stockholders, members, creditors or other
persons-in-interest.

 Except as otherwise provided for in Secs. 93 &

94, upon the winding up of corporate affairs, any
asset distributable to any S, M, C who is
UNKNOWN or CANNOT BE FOUND shall be
escheated in favour of the national government.

 Except by decrease of capital stock & as

otherwise allowed by the RCCP, NO corp. shall
distribute any of its assets or property except
upon lawful dissolution & after payment of all its
debts and liabilities.