VOLUNTARY DISSOLUTION

 verified request signed by its duly authorized representatives containing the corporate

name, SEC registration number, principal office

*verified request must also contain the notice given to the corporation’s

shareholders/members 20 days prior to the meeting where the vote on its dissolution

occurred; the names of stockholders and directors, or members and trustees, who approved

the dissolution

 statement that the corporation has no pending case involving intra-corporate dispute

 a statement requesting for the dissolution

 reason for the dissolution

 notarized copy of the board resolution or directors’ or trustees’ certificate authorizing the

dissolution and designating an authorized representative to file the verified request.

 latest due General Information Sheet (GIS)

 audited financial statement (AFS) as of last fiscal year

 a tax clearance certificate from the Bureau of Internal Revenue (BIR)

 notarized secretary’s certificate of no pending case involving intra-corporate dispute

 clearance or favorable recommendation from other SEC departments or from the

appropriate regulatory agency, when necessary

 president and treasurer of the corporation must also submit an affidavit stating that the

dissolution is not prejudicial to the interest of its creditors, and there is no opposition from

any creditors from the time of publication of the dissolution notice up to its filing with the

Commission

RESOURCE:

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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.

https://appointment.sec.gov.ph/company/other-applications/