Distinguish Voluntary Dissolution from Involuntary Dissolution.

Voluntary dissolution is an action taken by shareholders,

incorporators or initial directors to dissolve a corporation while
involuntary dissolution happens when the dissolution does not result
from any positive action taken by the corporation. There are five
instances when voluntary dissolution may take place. First is through
the vote of the board of directors or trustees and the resolution adopted
by the stockholders/members where no creditors are affected. Next is by
the judgement of the SEC after hearing of petition for voluntary
dissolution where creditors are affected. Another one is in case of a
corporation sole, by submitting to the SEC a verified declaration of the
dissolution for approval. Lastly, voluntary dissolution may arise in
case of merger or consolidation. Involuntary dissolution may happen in
six instances. First, it may arise by the expiration of corporate term
provided for in the articles of incorporation. A corporation may also
be dissolve involuntarily by a legislative enactment. Next is upon
receipt of a lawful court order dissolving the corporation. Another one
is by failure to formally organize and commence its business within 5
years from the date of incorporation. If a corporation has commenced its
business but subsequently becomes inoperative for a period of at least
5 consecutive years, the SEC may, after due notice and hearing, place
the corporation under delinquent status and if it failed to comply with
the requirements and resume operations within the given period by SEC,
it will cause the revocation of the corporation’s certificate of
incorporation. And the sixth one is by the order of the SEC on grounds
under existing laws.