DISSOLUTION

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 SEC. 133. Methods of
Dissolution.

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.

➢ Dissolution may be affected by majority vote of the board of directors or trustees

➢ notice shall be given to each shareholder or member by any means authorized under
its bylaws at least twenty (20) days prior to the meeting
 A verified request for dissolution shall be filed with the Commission stating

(a) the reason for the dissolution;

(b) the form, manner, and time when the notices were given;
(c) names of the stockholders and directors or members and trustees who approved the dissolution;
(d) the date, place, and time of the meeting in which the vote was made; and
(e) details of publication.

The corporation shall submit the following to the Commission:

(1) 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;
(2) proof of publication; and
(3) favorable recommendation from the appropriate regulatory agency, when necessary.
● Within fifteen (15) days from receipt of the verified request for dissolution, and in the
absence of any withdrawal within said period, the Commission shall approve the
request and issue the certificate of dissolution.

● The dissolution shall take effect only upon the issuance by the Commission of a
certificate of dissolution.

● No application for dissolution of banks, banking and quasi-banking institutions,

preneed, insurance and trust companies, NSSLAs, pawnshops, and other financial
intermediaries shall be approved by the Commission unless accompanied by a
favorable recommendation of the appropriate government agency.
SEC. 135. Voluntary Dissolution Where
Creditors are Affected; Procedure and
Contents of Petition
 ➔ verified petition for dissolution shall be filed with the Commission signed by a majority of the
corporation’s BOD or trustees verified by its president or secretary or one of its directors or trustees

-> its dissolution was resolved upon by the affirmative vote of the stockholders representing at
least two-thirds (2/3) of the outstanding capital stock or
at least two-thirds (2/3) of the members at a meeting of its stockholders or members called for that
purpose.

The petition shall likewise state: (a) the reason for the dissolution; (b) the form, manner, and time
when the notices were given; and (c) the date, place, and time of the meeting in which the vote was
made.

The corporation shall submit to the Commission the following: (1) 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; and (2) a list of all its creditors.
 30 - 60 days after the entry of the order - deadline for filing objections to the petition
● 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 City or Philipines
** (3) public places in such municipality or city.
Right to file objections will be EXPIRED after five (5) days’ notice,
● the Commission shall proceed to hear the petition and try any issue raised in the
objections filed;
● and if no such objection is sufficient, and the material allegations of the petition are
true, it shall render judgment dissolving the corporation and directing such
disposition of its assets as justice requires, and may appoint a receiver to collect such
assets and pay the debts of the corporation.
● The dissolution shall take effect only upon the issuance by the Commission of a
certificate of dissolution.
 SEC. 136. Dissolution by
Shortening Corporate Term
A voluntary dissolution can shorten the corporate term pursuant to the provisions of this
Code. A copy of the amended articles of incorporation shall be submitted to the
Commission in accordance with this Code.

Upon the expiration of the shortened term = dissolved without any further proceedings,
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, director, trustee, shareholder, or member and signed by the same number of
incorporators, directors, trustees, shareholders, or members necessary to request for
dissolution as set forth in the foregoing sections.

The withdrawal shall be submitted no later than fifteen (15) days from receipt by the
Commission of the request for dissolution.

Upon receipt of a withdrawal of request for dissolution, the Commission shall withhold
action on the request for dissolution and shall, after investigation:
(a) make a pronouncement that the request for dissolution is deemed withdrawn;
(b) direct a joint meeting of the BOD or trustees and the stockholders or members for the
purpose of ascertaining whether to proceed with dissolution; or
(c) issue such other orders as it may deem appropriate.
 SEC. 138. Involuntary Dissolution.

A corporation may be dissolved by the Commission motu proprio or

upon filing of a verified complaint by any interested party
The following may be grounds for dissolution of the corporation:
(a) Non-use of corporate charter
(b) Continuous inoperation of a corporation
(c) Upon receipt of a lawful court order dissolving the corporation;
(d) Upon finding by final judgment that the corporation procured its incorporation through fraud;
(e) Upon finding by final judgment that the corporation:
(1) 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;
(2) Committed or aided in the commission of securities violations, smuggling, tax evasion, money laundering, or graft and
corrupt practices, and its stockholders knew; and
(3) Repeatedly and knowingly tolerated the commission of graft and corrupt practices or other fraudulent or illegal acts by its
directors, trustees, officers, or employees. If the corporation is ordered dissolved by final judgment pursuant to the grounds set
forth in subparagraph
(e) hereof, its assets, after payment of its liabilities, shall, upon petition of the Commission with the appropriate court, be
forfeited in favor of the national government.

Such forfeiture shall be without prejudice to the rights of innocent stockholders and employees for services rendered, and to
the application of other penalty or sanction under this Code or other laws.
SEC. 139. Corporate Liquidation
 Except for banks, every corporation whose charter expires - shall remain as a body
corporate for three (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.
 upon the winding up of corporate affairs, any asset distributable to any creditor or
stockholder or member who is unknown or cannot be found shall be escheated in favor of
the national government.

Except by 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