DISSOLUTION OF COOPERATIVES

UNDER R.A. 9520

Article 64. - Voluntary Dissolution Where no Creditors are

Affected. If the dissolution of a cooperative does not prejudice the
rights of any creditor having a claim against it, the dissolution may
be affected by a majority vote of the board of directors, and by
a resolution duly adopted by the affirmative vote of at least
three-fourths (3/4) of all the members with voting rights,
present and constituting a quorum at a meeting to be held
upon call of the directors: Provided, That the notice of time,
place and object of the meeting shall be published for three (3)
consecutive weeks in a newspaper published in the place where
the principal office of said cooperative is located, or if no
newspaper is published in such place, in a newspaper of general
circulation in the Philippines: Provided, further, That the notice
of such meeting is sent to each member of record either by
registered mail or by personal delivery at least thirty (30) days
prior to said meeting. A copy of the resolution authorizing the
dissolution shall be certified to by a majority of the board of
directors and countersigned by the board secretary. The
Authority shall thereupon issue the certificate of dissolution.

Article 65. - Voluntary Dissolution Where Creditors Are Affected. 

Where the dissolution of a cooperative may prejudice the rights of
any creditor, the petition for dissolution shall be filed with the
Authority. The petition shall be signed by a majority of its
board or directors or other officers managing its affairs, verified
by its chairperson or board secretary or one of its directors and
shall set forth all claims and demands against it and that its
dissolution was resolved upon by the affirmative vote of at
least three-fourths (3/4) of all the members with voting rights,
present and constituting a quorum at a meeting called for that
purpose.

“If the petition is sufficient in form and substance, the Authority

shall issue an order reciting the purpose of the petition and shall fix
a date which shall not be less than thirty (30) nor more than sixty
(60) days after the entry of the order. Before such date, a copy of the
order shall be published at least once a week for three (3)
consecutive weeks in a newspaper of general circulation published
in the municipality or city where the principal office of the
cooperative is situated or in the absence of such local newspaper, in
a newspaper of general circulation in the Philippines, and a copy
shall likewise be posted for three (3) consecutive weeks in three (3)
public places in the municipality or city where the cooperative’s
office is located.

“Upon expiry of the five (5) day notice to file objections, the
Authority shall proceed to hear the petition and try any issue raised
in the objection filed; and if the objection is sufficient and the
material allegations of the petition are proven, it shall issue an
order to dissolve the cooperative and direct the disposition of its
assets in accordance with existing rules and regulations. The order
of dissolution shall set forth therein:

“(1) The assets and liabilities of the cooperative;

“(2) The claim of any creditor;

“(3) The number of members; and

“(4) The nature and extend of the interests of the members of the
cooperative”

“ART. 66. Involuntary Dissolution. A cooperative may be dissolved by

order of a competent court after due hearing on the grounds of:

(1) Violation of any law, regulation or provisions of its bylaws; or

(2) Insolvency
A. INVOLUNTARY DISSOLUTION BY THE COURT (

1. A competent court of proper jurisdiction may dissolve a

cooperative only after due notice and hearing based on the following
grounds:

a. Violation of any law, regulations or provisions of its by-laws; and

b. Insolvency, as defined under the Insolvency Law (Act No.

1956, as amended).

2. Upon receipt of final and executory decision of the court, the

Authority shall issue an Order to proceed with the winding up of
the affairs of the cooperative as outlined in this Manual.

VOLUNTARY INSOLVENCY – Insolvency Law or Act No. 1956

SECTION 14. Application. — An insolvent debtor, owing debts

exceeding in amount the sum of one thousand pesos, may apply to
be discharged from his debts and liabilities by petition to the Court
of First Instance of province or city in which he has resided for six
months next preceding the filing of such petition. In his petition he
shall set forth his of residence, the period of his residence therein
immediately prior to filing said petition, his inability to pay all his
debts in full, his willingness to surrender all his property, estate,
and effects not exempt from execution for the benefit of his
creditors, and an application to be adjudged an insolvent. He shall
annex to his petition a schedule and inventory in the form herein-
after provided. The filing of such petition shall be an act of
insolvency.

SECTION 15. Statement of debts and liabilities. — Said schedule

must contain a full and true statement of all his debts and
liabilities, together with a list of all those to whom, to the best of his
knowledge and belief, said debts or liabilities are due, the place of
residence of his creditors and the sum due each the nature of the
indebtedness or liability and whether founded on written security,
obligation, contract or otherwise, the true cause and consideration
thereof, the time and place when and where such indebtedness or
liability accrued, a declaration of any existing pledge, lien,
mortgage, judgment, or other security for the payment of the debt
or liability, and an outline of the facts giving rise or which might
give rise to a cause of action against such insolvent debtor.

SECTION 16. Description of real and personal property. — Said

inventory must contain, besides the creditors, an accurate
description of all the real and personal property, estate, and effects
of the petitioner, including his homestead, if any, together with a
statement of the value of each item of said property, estate, and
effects and its location, and a statement of the incumbrances
thereon. All property exempt by law from execution[2] shall be set
out in said inventory with a statement of its valuation, location, and
the incumbrances thereon, if any. The inventory shall contain an
outline of the facts giving rise, or which might give rise, to a right of
action in favor of the insolvent debtor.

SECTION 17. Verification, form of . — The petition, schedule, and

inventory must be verified by the affidavit of the petitioner, annexed
thereto, and shall be in form substantially as follows: “I,
_______________., do solemnly swear that the schedule and inventory
now delivered by me contain a full, correct, and true discovery of all
my debts and liabilities and of all goods, effects, estate, and
property of whatever kind or class to me in any way belonging. The
inventory also contains a full, true and correct statement of all
debts owing or due to me, or to any person or persons in trust for
me and of all securities and contracts whereby any money may
hereafter become due or payable to me or by or through which any
benefit or advantage whatever may accrue to me or to my use, or to
any other person or persons in trust for me. The schedule contains
a clear outline of the facts giving rise, or which might give rise, to a
cause of action against me, and the inventory contains an outline of
the facts giving rise, or which might give rise, to any cause of action
in my favor. I had no lands, money, stock, or estate, reversion, or
expectancy, or property of any kind, except that set forth in said
inventory. I have no instance created or acknowledged a debt for a
greater sum than I honestly and truly owe. I have not, directly or
indirectly, concealed, fraudulently sold, or otherwise fraudulently
disposed of, any part of my real or personal property, estate, effects,
or rights of action, and I have not in any way compounded with any
of my creditors in order to secure such creditors, or to receive or to
accept any profit or advantage therefrom, or to defraud or deceive in
any manner any creditor to whom I am indebted. So help me God.”

SECTION 18. Order of court declaring petitioner insolvent;

Publication notice. — Upon receiving and filing said petition,
schedule, and inventory, the court, or the judge thereof in vacation,
shall make an order declaring the petitioner insolvent, and directing
the sheriff of the province or city in which the petition is filed to
take possession of, and safely keep, until the appointment of a
receiver or assignee, all the deeds, vouchers, books of account,
papers, notes, bonds, bills, and securities of the debtor, and all his
real and personal property, estate, and effects, except such as may
be by law exempt from execution.[3] Said order shall further forbid
the payment to the debtor of any debts due to him and the delivery
to the debtor, or to any person for him, and the transfer of any
property by him, and shall further appoint a time and place for a
meeting of the creditors to choose an assignee of the estate. Said
order shall designate a newspaper of general circulation published
in the province or city in which the petition is filed, if there be one,
and if there be none, in a newspaper which, in the opinion of the
judge, will best give notice to the creditors of the said insolvent, and
in the newspaper so designated said order shall be published[4] as
often as may be prescribed by the court or the judge The time
appointed for the election of an assignee shall not be less than two,
nor more than eight, weeks from the date of the order of
adjudication. Upon the granting of said order all civil proceedings
pending against said insolvent shall be stayed. When a receiver is
appointed, or an assignee chosen, as provided in this Act, the
sheriff shall thereupon deliver to such receiver or assignee chosen,
as provided in this Act, the sheriff shall thereupon deliver to such
receiver or assignee, as the case may be, all the property, assets,
and belongings of the insolvent which have come into his
possession, and he shall be allowed and paid as compensation for
his services the same expenses and fees as would by law be
collectible if the property had been levied upon and safely kept
under attachment.

SECTION 19. Publication of order. — A copy of said order shall

immediately be published[5] by the clerk of said court, in the
newspaper designated therein, for the number of times and as
prescribed by the court or the judge thereof, and a copy of said
order shall be delivered personally or sent by the clerk forthwith by
registered mail, postage prepaid, to all creditors named in the
schedule. There shall be deposited, in addition to twenty-four pesos,
which shall be received by the clerk on commencing such
proceedings, a sum of money sufficient to defray the expense of the
publication ordered by the court, necessary postage, and ten
centavos for each copy, to be delivered personally or mailed to the
creditors, which last-named sum is hereby constituted the legal fee
of the clerk for the personal delivery or mailing required by this
section.

PROCEDURE:

Voluntary Dissolution Without Creditors Affected:

The voluntary dissolution of a cooperative may be initiated through

a resolution approved by ¾ of all the members with voting
rights present and constituting a quorum to be held upon call of
the directors.

The following are the procedural guidelines in dissolving a

cooperative:

1. Conduct of Board meeting and coming up with a Board

Resolution dissolving the cooperative (Form D-01).

2. Board of Directors setting the date, time, and place of the general
assembly meeting.
3. Directing the Secretary to send a written notice of the general
assembly meeting ( Form D-02) to each member of record with
voting rights, by personal delivery or registered mail at least thirty
(30) days before the general assembly meeting . The notice shall
contain:

I. Agenda

II. The date, time and place of the meeting

III. The purpose of the meeting which is to discuss the

reason/s for the dissolution of the cooperative, and if such
is approved, to elect a liquidator or liquidators.

4. Publication of the Notice to Dissolve the Cooperative (Form D-03)

of the time, place and subject of the meeting for 3 consecutive
weeks in a newspaper published in the place where the principal
office of said cooperative is located, or if no newspaper is published
in such place, in a newspaper of general circulation in the
Philippines.

5. Conduct of General Assembly Meeting. The General Assembly

approves ((Form D-04) and disapproves the dissolution (Form D-
05).

6. Elects or appoints the constitution of the Board of Liquidators, if

the General Assembly approves the dissolution.

7. The members of the Board of Liquidators shall order the

management the temporary suspension of the transactions
indicated in Section 5 hereof.

8. The cooperative shall submit two (2) copies of the following

documentary requirements:

a. Board Resolution authorizing the dissolution ;

b. Certification of the Board of Directors signed by at least majority

of the Board of Directors and countersigned by the Board Secretary
certifying the approval of the resolution by the members and to the
fact that no third party creditors will be affected by the dissolution
(Form D-06);

c. Affidavit of Publication (Form (D – 07);

d. General Assembly Resolution containing the names of the elected

or appointed Board of Liquidators (Form D – 08); and

e. Minutes of the General Assembly.

9. The Authority shall issue a Certificate of Dissolution (Form D-09)

and an Order to Commence the Winding Up of Affairs (Form No. D-
10) within thirty (30) days from receipt of the Notice of Voluntary
Dissolution from the cooperative. The Authority shall inquire the
financial position of the cooperative, if it is of the opinion that third
parties may be affected by such dissolution.

10. The Certificate of Dissolution and the Order to Commence the

Winding Up of Affairs shall be posted in accordance with the terms
of reference.

11. If after the Authority has issued the Certificate of Dissolution

and a creditor who is prejudiced by such dissolution appears, the
Board of Directors shall be held liable to the creditor for such
amount as the creditor was prejudiced.

12. The voluntary dissolution of a cooperative shall only take effect

upon receipt by the Board of Directors of the Certificate of
Dissolution from the Authority.

13. Upon such receipt, the cooperative, through its Liquidator, shall
proceed with the winding up of the affairs of the cooperative as
outlined in this Manual.

Voluntary Dissolution Where Creditors Are Affected:

In case the voluntary dissolution will affect creditors and other

persons, or when the Authority, motu proprio, finds that third
parties will be affected by such dissolution, the following procedures
shall be followed:

1. Conduct of Board meeting and coming up with a Board

Resolution dissolving the cooperative (Form D-01).

2. Board of Directors setting the date, time, and place of the general
assembly meeting.

3. Directing the Secretary to send a written notice of the general

assembly meeting ( Form D-02) to each member of record with
voting rights, by personal delivery or registered mail at least thirty
(30) days before the general assembly meeting . The notice shall
contain:

a. Agenda

b. The date, time and place of the meeting

c. The purpose of the meeting which is to discuss the reason/s

for the dissolution of the cooperative, and if such is approved, to
elect a liquidator or liquidators.

4. Publication of the Notice to Dissolve the Cooperative (Form D-03)

of the time, place and subject of the meeting for 3 consecutive
weeks in a newspaper published in the place where the principal
office of said cooperative is located, or if no newspaper is published
in such place, in a newspaper of general circulation in the
Philippines.

5. Conduct of General Assembly Meeting. The General Assembly

approves ((Form D-04) and disapproves the dissolution (Form D-
05).

6. The Board of Directors shall prepare and file a verified petition to

dissolve the cooperative with the Authority (Form No. D-11). The
said petition shall be in writing, signed by at least a majority of the
members of the Board of Directors or other officers managing its
affairs, verified by its Chairperson or Board Secretary or one of its
directors and shall set forth all claims and demands against it and
that its dissolution was resolved upon by the affirmative votes of at
least three-fourths (3/4) of all the members with voting rights,
present and constituting a quorum at a meeting called for that
purpose, and containing the documents listed under Number 8 of
item “A”.

7. The Authority shall issue an Order containing the following

(Form D-12):

a) Affirmation of sufficiency in form and substance

b) The purpose of the Petition.

c) The period to file objection or opposition to dissolve the

cooperative which shall not be less than thirty (30) days nor
more than sixty (60) days reckoning from the date of the filing
of the Petition.

8. The Petitioner at its expense, shall publish a copy of the order at

least once a week for three (3) consecutive weeks in a newspaper of
general circulation published in the municipality or city where the
principal office of the cooperative is situated or in the absence of
such local newspaper, in a newspaper of general circulation in the
Philippines.

9. The Petitioner shall likewise effect the posting of the copy of the
Order for three (3) consecutive weeks in three (3) public places in
the municipality or city where the cooperative office is located.

10. Upon expiry of the five (5) day notice to file objection, the
Authority shall proceed to hear the petition and try any issue raised
in the objection filed.

10.1 Objection may be in writing, either in the form of

comment, opposition, or position paper, together with the
documentary proofs of the claim to support the objection to be
submitted to the Authority within the period specified in the
preceding paragraph.
 10.2 After the expiration of the period of filing of objections or
claims, the Authority shall notify the Board of Directors, and
all parties who have filed any objection or claim, of the hearing
to be held on such a date which shall be within fifteen (15)
days from the end of the period to file objections or claims
(Form No D-13).

11. Conduct of Hearing. During the hearing, all parties shall be

given the opportunity to present their objections and defend their
positions. The Authority shall act as the final arbiter of all issues
raised. The parties may present their evidence and seek their
admission as exhibits. As far as practicable, the Authority shall not
entertain any postponement in order to terminate the proceedings
without further delay.

12. Issuance of Order of Dissolution and Winding-Up. The Authority

shall terminate the hearings and issue the Order of Dissolution
(Form No. D14) to the cooperative. The content of the Order of
Dissolution shall set forth the following:

1. The assets and liabilities of the cooperative;

2. The claim of any creditors;

3. The number of members;

4. The nature and extent of the interest of the members of the

cooperative; and

5. Appointment of the Board of Liquidators.

13. Sending of the Order. The Authority shall send the Order of
Dissolution either by personal delivery or through a registered mail
within ten (10) days upon issuance thereof.

14. Upon receipt of above Order, the cooperative, through its

Liquidator, shall proceed with the winding up of the affairs of the
cooperative as outline in this Manual.
INVOLUNTARY DISSOLUTION GUIDELINES:

PROCEDURAL GUIDELINES

1. Complaint. Receipt of verified complaint (external) or reports

(internal) of cooperatives recommended for dissolution. The external
refers to the public or any juridical persons outside the
organizational structure of the Authority while the internal refers to
employees of the Authority.

2. Summons or Show-Cause Order. Within fifteen (15) days from

receipt of the complaint or report, the Authority shall issue a
Summons (Form D-15) or Show Cause Order (Form No. D-16)
addressed to the cooperative, through the Board of Directors,
stating the grounds for involuntary dissolution, and requiring the
cooperative to comment why the cooperative should not be
dissolved and its certificate of registration be cancelled.

3. Sending of Notice. The Summons or Show Cause Order shall be

sent to the principal office of the cooperative or its last known
address as located in the records of the Authority by registered mail
with return card. Personal delivery may also be employed through a
duly authorized employee of the Authority and only in cases
specifically ordered by the Authority. If the summons or show cause
order remains un-served in spite of service by registered mail or
personal delivery, the Authority shall serve the notice to the
members of the Board of Directors on the last known address or as
stated in the Articles of Cooperation.

4. Answer to the Complaint. The cooperative shall, within fifteen

(15) days from receipt of the Summons, file to the Authority its
Answer to the complaint stating therein the justifications why it
should not be dissolved. Any motion to dismiss shall be treated as
an answer, and shall preclude the cooperative from asserting facts
or issues not included in such motion to dismiss.
5. Notice of Hearing. Upon the receipt of the answer from the
cooperative or if the cooperative failed to file its answer, the
Authority shall issue a Notice of Hearing Manual on the
Dissolution, Liquidation, Cancellation and Delisting of Cooperatives
Page 10 of 44 (Form D-17) stating the date, time and place of the
hearing. No motion for postponement shall be entertained by the
Authority unless found to be meritorious.

6. Presentation of Evidence. During such hearing/s, the parties

shall be given the opportunity to present their respective evidence
for or against the dissolution of the cooperative. The parties may or
may not be represented by counsel during such hearings. Failure of
the cooperative to attend the hearing shall warrant the Authority to
issue the Order of Dissolution.

7. Order of Dissolution/Dismissal. After the hearing and as

warranted by the evidence presented, the Authority may issue an
Order of Dissolution (Form D-18) or dismissal of the complaint
(Form D-19). The resolution shall become final and executory fifteen
(15) days after receipt of such Order by the parties unless a motion
for reconsideration or appeal has been perfected.

8. Appeal. The parties who are not satisfied with the decision of the
Authority may file their appeal to the CDA Central Office,
Department of Finance or the Office of the President, whichever is
applicable, within fifteen (15) days from the receipt of the decision.

9. Execution. The order of the Authority shall be final and

executory after the lapse of fifteen (15) days period to appeal or file
a motion for reconsideration.

10. Appointment of Liquidator. The Authority shall appoint a

liquidator through issuance of an Appointment of the Liquidator
(Form No. D-20). The appointment shall also empower the
appointed person to transact business with the cooperative’s
depository banks for and in behalf of the cooperative.

The appointed liquidator shall then proceed with winding up of

affairs of the cooperative commencing from the date specified in the
appointment and in the manner prescribed in the next succeeding
Chapter.

REHABILITION

UNDER R.A 10142

Court-Supervised Rehabilitation:

SEC. 12. Petition to Initiate Voluntary Proceedings by Debtor. —

When approved by the owner in case of a sole proprietorship, or by
a majority of the partners in case of a partnership, or, in case of a
corporation, by a majority vote of the board of directors or
trustees and authorized by the vote of the stockholders
representing at least two-thirds (2/3) of the outstanding capital
stock, or in case of nonstock corporation, by the vote of at
least two-thirds (2/3) of the members, in a stockholder’s or
member’s meeting duly called for the purpose, an insolvent
debtor may initiate voluntary proceedings under this Act by
filing a petition for rehabilitation with the court and on the
grounds hereinafter specifically provided. The petition shall be
verified to establish the insolvency of the debtor and the viability of
its rehabilitation, and include, whether as an attachment or as part
of the body of the petition, as a minimum, the following:

(a) Identification of the debtor, its principal activities and its

addresses;
(b) Statement of the fact of and the cause of the debtor’s insolvency
or inability to pay its obligations as they become due;

(c) The specific relief sought pursuant to this Act;

(d) The grounds upon which the petition is based;

(e) Other information that may be required under this Act

depending on the form of relief requested;

(f) Schedule of the debtor’s debts and liabilities including a list of

creditors with their addresses, amounts of claims and collaterals, or
securities, if any;

(g) An inventory of all its assets including receivables and claims

against third parties;

(h) A Rehabilitation Plan;

(i) The names of at least three (3) nominees to the position of

rehabilitation receiver; and

(j) Other documents required to be filed with the petition pursuant

to this Act and the rules of procedure as may be promulgated by the
Supreme Court.

A group of debtors may jointly file a petition for rehabilitation under

this Act when one or more of its members foresee the impossibility
of meeting debts when they respectively fall due, and the financial
distress would likely adversely affect the financial condition and/or
operations of the other members of the group and/or the
participation of the other members of the group is essential under
the terms and conditions of the proposed Rehabilitation Plan.

PROCEDURE: Financial Rehabilitation Rules of Procedure 2013

Section 2
Contents of the Petition. —
A. The petition filed by the debtor must be verified and must set
forth with sufficient particularity all of the following material
facts:
0. the name, business, and principal address and other
addresses of the debtor;
1. the nature of the business and principal activities of the
debtor, and the addresses where these activities are
conducted;
2. the history of the debtor;
3. the fact and the cause of the debtor's insolvency;
4. the specific relief sought under this Rule;
5. the grounds upon which the petition is based;
6. all pending actions or proceedings by or against the
debtor/s and the courts or tribunals where they are
pending;
7. the threats or demands to enforce claims or liens against
the debtor/s;
8. the manner by which the debtor may be rehabilitated and
how such rehabilitation may benefit the general body of
creditors, employees and stockholders; and
9. the exact address/es at which documents regarding the
debtor and the proceedings may be reviewed and copied.
B. The petition shall be accompanied by the following documents:
0. the income tax returns stamped as received by the BIR
for the past two (2) years prior to the year of filing;
1. an audited financial statement of the debtor at the end of
its last fiscal year;
2. interim financial statements not earlier than thirty (30)
days prior to the filing of the petition and certified under
oath by the appropriate officer, except when the petition
is filed within thirty (30) days after the end of the fiscal
year;
3. a Schedule of Debts and Liabilities which lists all the
creditors of the debtor, indicating the name and last
address of record of each creditor; the amount of each
claim as to principal, interest, or penalties due thirty (30)
days prior to the date of filing; the nature of the claim;
and any pledge, lien, mortgage, judgment or other
security given for the payment thereof;
4. an Inventory of Assets which must list with reasonable
particularity all the assets of the debtor, whether in the
possession of the debtor or third parties, stating the
nature of each asset; the location and condition thereof;
the book value and market value of the asset, and
attaching the corresponding certified copy of the
certificate of title thereof in case of real property, or the
evidence of title or ownership in case of movable
property; the encumbrances, liens or claims thereon, if
any, and the identities and addresses of the lien holders
and claimants.

The Inventory shall include (i) a Schedule of Accounts

Receivable which must indicate the amount of each, the
persons from whom due and their correct addresses, the
dates of maturity, and the degrees of collectability
categorizing them as highly collectible to remotely
collectible, and (ii) a Schedule of Existing Claims against
third parties which must indicate the name and last
address of record of each third party against whom the
debtor has a claim, the nature and amount of the claim,
including the principal, interest, or penalties due from
each third party and any pledge, lien, mortgage,
judgment or other security or collateral given for the
payment of each claim, and a brief statement of the facts
which gave rise to the claim;
5. a Rehabilitation Plan which conforms with the minimal
requirements set out in Section 61, Rule 2 of these Rules;
6. a Schedule of Payments and Disposition of Assets which
the debtor effected within one (1) year immediately
preceding the filing of the petition;
 7. a Schedule of Cash Flow of the debtor for three (3)
months immediately preceding the filing of the petition,
and a detailed schedule of the projected cash flow for the
succeeding three (3) months;
8. a Statement of Possible Claims by or against the debtor
which must contain a brief statement of the facts which
might give rise to the claim and an estimate of the
probable amount thereof;
9. an Affidavit of General Financial Condition which shall
contain answers to the questions or matters prescribed
in Annex "A" of these Rules; and
10. a list containing at least three (3) nominees for the
position of rehabilitation receiver as well as their
qualifications and addresses, including but not limited to
their telephone numbers, fax numbers and e-mail
addresses.
All attachments to the petition shall be deemed part and parcel of
the verified petition.

Section 3
Verification by the Debtor. — The petition filed by the debtor must
be verified by an affidavit of a responsible officer of the debtor,
whose authority must be attached to the petition, and shall be in a
form substantially as follows:
"I, ____________________, (position) of (name of petitioner), do
solemnly swear that:
A. the petitioner has been duly authorized to file the petition and
that the stockholders (or members or partners) and board of
directors (or governing body) have approved and/or consented
to, in accordance with law, all actions or matters necessary or
desirable to rehabilitate the debtor, including the conversion of
the rehabilitation proceedings to liquidation proceedings if so
ordered by the court;
B. the petition is being filed to protect the interests of the debtor,
the stockholders, the investors and the creditors of the debtor,
which warrants the appointment of a rehabilitation receiver;

C. there is no petition for insolvency filed with any other body,

court or tribunal affecting the petitioner;

D. the Inventory of Assets and the Schedule of Debts and

Liabilities contain the full, correct and true description of all
debts and liabilities and of all goods, effects, estate and
property of whatever kind or class belonging to the petitioner;

E. the Inventory of Assets also contains a full, correct and true

statement of all debts owing or due to the petitioner, or to any
person or persons in trust for the petitioner and of all
securities and contracts whereby any money may hereafter
become due or payable to the petitioner or by or through
which any benefit or advantage may accrue to the petitioner;

F. the petition contains a concise statement of the facts giving

rise, or which might give rise, to any cause of action in favor of
the petitioner;

G. the petitioner has no land, money, stock, expectancy, or

property of any kind, except those set forth in the Inventory of
Assets;

H. the petitioner has, in no instance, created or acknowledged a

debt for a greater sum than the true and correct amount;

I. the petitioner, its officers, directors and stockholders have not,

directly or indirectly, concealed, fraudulently sold or otherwise
fraudulently disposed of any part of the petitioner's real or
personal property, estate, effects or rights of action, and the
petitioner, its officers, directors and stockholders have not in
any way compounded with any of its creditors in order to give
preference to such creditors, or to receive or to accept any
 profit or advantage therefrom, or to defraud or deceive in any
manner any creditor to whom the petitioner is indebted; and

J. the petitioner, its officers, directors, and stockholders have

been acting in good faith and with due diligence."