REQUIREMENT REMARKS

LOCAL GOVERNMENT UNIT (LGU) Requirements may vary per LGU

1. Barangay clearance Submit letter request for closure of business

2. Barangay certificate of closure To be issued by barangay when clearance is applied for

3. Latest business permit Original needed

4. Business plate Original needed

5. Board resolution Resolving the closure of the business of the

corporation as of a certain date
6. Original and photocopy of BIR form 2303

7. Latest Income Tax Return (ITR) The LGU may request for the last 3 years

8. Latest Audited Financial Statements The LGU may request for the last 3 years

9. Latest Value Added Tax (VAT)/business tax returns The LGU may request for the last 3 years
10. Latest book of accounts The LGU may request for the last 3 years
BUREAU OF INTERNAL REVENUE This may be processed simultaneously with the LGU
requirements since the BIR no longer requires closure
certificate of the LGU.
1. BIR Form No. 1905 2 accomplished originals
2. List of ending inventory of goods, supplies, including 1 original
capital good
3. Inventory of unused sales invoices/official receipts 1 original
4. Unused sales invoices/official receipts and all other 1 original
unutilized accounting forms (e.g., vouchers,
debit/credit memos, delivery receipts, purchases
orders, etc.) including business notices and permits as
well as the Certificate of Registration (BIR Form 2303)
subject for destruction to be witnessed by BIR
personnel and officials 
5. Board resolution indicating the purpose and the In case a representative will process the application
name of the authorized representative or Secretary’s
Certificate, together with a government-issued ID of
the authorized representative
SECURITIES AND EXCHANGE COMMISSION Must be processed after BIR
1.Directors’ certificate for shortening of corporate term Has to be 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 The fourth article should be amended to the intended
shortened date.

3.Audited financial statements (AFS) as of last fiscal Specific situations and requirements:
year
a. Where the applicant has ceased operations for at
least one (1) year, the SEC requires

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

4.Certification executed under oath by the President Certifying that:

and Treasurer
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 See above for requirements for BIR. The BIR will issue
the tax clearance from termination of its investigations
 and/or full settlement of the taxpayer’s liabilities, if
applicable.

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