Sec.
133- Methods of Dissolution  The dissolution shall take effect only upon the issuance by
 A corporation formed or organized under the provisions of
this code may be dissolved voluntarily or involuntarily
Sec. 134- Voluntary Dissolution Where No Creditors Are
Affected
 A meeting must be held upon call of the directors/trustees
 At least 20 days prior the meeting, notice shall be given to
each shareholder/member of record personally, by
registered mail or by any means authorized under its
bylaws, whether or not entitled to vote at the meeting.
Notice of the time, place and object of the meeting shall be
published in the place where the principal office of said
corporation is located, or in a newspaper of general
circulation in the Philippines
 A resolution to dissolve must be approved by majority vote
of the BOD/T, and by resolution duly adopted by the
affirmative vote of the stockholders owning at least
majority of the outstanding capital stock or at least
majority of the members
 A verified request for dissolution shall be filed with the
commission stating the reason for the dissolution, the
form, manner and time where the notices were give,
names of the stockholders and directors or members and
trustees who approved the dissolution, the date, place and
time of the meeting in which the vote was made; and
details of publication
 The corporation shall submit a copy of the resolution
authorizing the dissolution, certified by a majority of the
board of directors or trustees and countersigned by the
secretary of the corporation; proof of publication and
favorable recommendation from the appropriate
regulatory agency, when necessary and
 The SEC shall issue the certificate of dissolution
Sec. 135- Voluntary Dissolution Where Creditors Are Affected;
Procedures and Contents of Petition
 The petition for dissolution shall be filed with the DEC
 The petition shall be signed by a majority of its board of
directors or trustees that its dissolution was resolved upon
by the affirmative vote of the stockholders representing
2/3 of the outstanding capital stock or members
 The SEC shall fix a date on or before which objections
thereto may be filed by any person, which date shall not be
less than 30 but not more than 60 days after the entry of
the order
 The copy of order shall be published at least once a week
for 3 consecutive weeks in a newspaper of general
circulation published in the municipality or city where the
principal office of the corporation is situated, unless none
exist, a newspaper of general circulation in the PH shall be
published at least once a week for 3 consecutive weeks in 3
public places in such municipality or city
 The SEC shall proceed to hear the petition and try any issue
made by the objections filed
 If no such objection is sufficient, and the material
allegations of the petitions are true, the SEC shall render
judgment dissolving the corporation and directing such
disposition of its assets as justice requires, and may point a
receiver to collect such assets and pay the debts of the
corporation and
the commission of a certificate of dissolution
Sec. 136- Dissolution by Shortening Corporate Term
 A voluntary dissolution may be effected by amending the
AOI
 A copy of the amended AOI shall be submitted to the SEC
 Approval of the SEC of the amendment AOI
Sec. 137- Withdrawal of Request and Petition for Dissolution
 A withdrawal of the request for dissolution shall be made
in writing, duly verified by any incorporator etc., and signed
by the same.
 It shall be submitted no later than 15 days and upon
receipt by SEC, the latter shall withhold action on the
request for dissolution and shall after investigation, make a
pronouncement that the request for dissolution is deemed
withdrawn, direct a joint meeting of the board of directors
or trustees and the stockholders/members for the purpose
of ascertaining whether to proceed with the dissolution or
issue such other orders as it may deem appropriate
Sec. 138- Involuntary Dissolution
Grounds for Involuntary Dissolution
1. Non-use of corporate charter
2. Continuous inoperation
3. Upon receipt of a lawful court order dissolving the
corporation
4. Upon finding by final judgment that the corporation
procured its incorporation through fraud
5. Upon finding by final judgment that the corporation
a. 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
b. Committed or aided in the commission of securities
violations of the same, and its stockholders knew the
same
c. Repeatedly and knowingly tolerated the commission of
graft and corrupt practices or other fraudulent or illegal
acts by its directors, trustees, officers or employees
Sec. 139- Corporate Liquidation
 Every corporation whose charter expires pursuant to its
AOI, is annulled by forfeiture, or whose corporate
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
prosecuting and defending suits by or against it and
enabling it to settle and close its affairs, dispose of and
convey its property, and distribute its assets, but not for
the purpose of continuing the business for which it was
established EXCEPT FOR BANKS
 Note that the decrease of capital stock and as otherwise
allowed by this code, no corporation shall distribute any of
its assets or property except upon lawful dissolution and
after payment of all its debts and liabilities
 Upon the winding up of corporate affairs, any asset
distributable to any creditor or stockholder/member who
is unknown or cannot be found shall be escheated in favor
of the national government EXCEPT in case of distribution
of assets in nonstock corporations