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Dissolution Notes

1. There are two steps in corporate dissolution: termination of corporate existence and winding up or liquidation where debts are paid and assets distributed. 2. There are two types of dissolution - voluntary and involuntary. Voluntary dissolution can be done by filing an application to the SEC or amending the articles of incorporation to shorten the corporate term. Involuntary dissolution can be done by order of the SEC. 3. The process for voluntary dissolution where creditors are affected includes petitioning the SEC, publishing notices, and allowing time for objections before the SEC decides whether to issue a certificate of dissolution.

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Estephanie Fontanoz
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53 views

Dissolution Notes

1. There are two steps in corporate dissolution: termination of corporate existence and winding up or liquidation where debts are paid and assets distributed. 2. There are two types of dissolution - voluntary and involuntary. Voluntary dissolution can be done by filing an application to the SEC or amending the articles of incorporation to shorten the corporate term. Involuntary dissolution can be done by order of the SEC. 3. The process for voluntary dissolution where creditors are affected includes petitioning the SEC, publishing notices, and allowing time for objections before the SEC decides whether to issue a certificate of dissolution.

Uploaded by

Estephanie Fontanoz
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© © All Rights Reserved
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2 steps in dissolution

1. termination of corporate existence - kapag nadissolve na, hindi na


pwede magcontinue ng normal operations of business
2. winding up/ liquidation - debts of corp are paid and assets are
distributed to stockholders
[first phase- existing parin ang corp but only to wind up its affairs
(parang sa partnership din lang ngay)
second phase- after nung winding up, dito na mamamatay ung
corporation]
pwede magstart ng ibang corp ang shareholders, unless may stipulation
sa contract like:
noncompete clauses

2 Types of Dissolution:
1. Voluntary
2 ways voluntary
1. Filing an application to SEC (request or petition)
--- 2 situations ulit
a... creditors not affected
Verified Request
==BOD majority vote, ratified by majority of ocs arrived by a meeting
which is noticed atleast 20 days prior to meeting, and the notice must
be also published once in a newspaper where principal office of corp
is located.. kung wala, any newspaper of general circulation
!!!publication is necessary for protection of creditors

15 days, without withdrawal, maiissue and certificate of dissolution


which signifies na madidisolve na talaga ang corporation

b... creditors affected


Verified Petition
===signed by majority of board, verified by pres and secretary,
ratified by atleast 2/3 of ocs or members of corporation
ORDER of SEC
=published once a week for 3 consecutive weeks in the newspaper of
general circulation and posted in 3 consecutive weeks in 3 public
places in the municipality of the principal office of the corp

Purpose:
--- allow for objections to be filed to the dissolution
Objection must be given 30-60 days only from the time the order was
issued by the SEC

after 5 days na angexpire na ung date of objections, SEC will hear the
petition tas magdedecide na siya sa mga issue kung may objection...
[hearing is required]
If walang sufficient na objection tas material nmn ung allegation sa
petition edi okay na madissolve ung corporation.. papayagan na ng SEC
pero siyempre may hustisya.. ung mga receivers/creditors makakacollect
ng assets or paybacks...
Note: tsaka lang talaga madidisolve kapag may certificate of
Dissolution na ha

2. amending the AoI to shorten the corporate term


Submit the amended articles
after nun, dissolution will automatically take effect on the day
pagkatapos nung shortened corporate term, no need na ng Certificate of
dissolution na inissue ni SEC

2. Involuntary
***SEC
a. non use of corporate charter - e.g. sec 21
delinquent corporation
deemed revoked and certificate of incorporation pero hindi autimatic.
Need pa ng order ng SEC after notice at hearing
Note: dapat ideclare ng SEC

b. continous inoperation
nagcommence tas nagstop -- delinquent status (2 years to resume and
comply with all th requirements of the SEC, upon compliance, the SEC
will order lifting the delinquent status of the corporation but
failure to comply and resume wqill cause the revocation of cert of
incorporation resulting to dissolution

c.
d. fraud - final judgement
e. final judgement - comitting concealing or aiding the commission of
securities violations, smuggling, tax evasion, money laundering, or
graft and corrupt practices
2.
3.Tolerated unlawful acts

Corporate L:iquidation:
sec 133
Voluntarily oooor involuntarily
Sa ayaw mo at sa gusto mo
“What the law giveth, the law can take away”

sec 134: voluntary. No creditors were affected


magiging effective ang dissolution with the
majority of vote of BOD/BOT
with majority vote of OCS (stock corp) or
with majority of vote of the members (nonstock corp) of a meeting [20
days prior dapat nasabi na sa shareholders/members personal, e-mail,
mail, any means authorized in the bylaws
Question: Pati ba nonvoters?
Answer: Yes, of course... Remember ABISIMID? D is dissolution, tsaka
maaapektuhan lahat ghorl kaya need nila malaman ang mga pangyayari,
karapatan nila yun!!!
Question ulit: Ano sasabihin kapag nanotify sila?
Answer: same sa section 50...
1. state the purpose of the meeting (Dissolution siyempre)
!!! Note: Dapat mapublish (once) ung time, place, object nung meeting
sa newspaper kung saan located ang principal office ng corp... kung
wala newspaper sa general circulation sa Pilipinas...

oh diba nameeting na, tas majority na gusto dissolution

Next, magbibigay ng verified request sa SEC na naglalaman ng mga


sumusunod:
a. reason for dissolution
b. form, manner, time kung kailan nabigay ung notice (dapat 20 days
notice before meeting a.. inuulit ko lang para matandaan)
c. names of the BOD, stockholders or memebers na nagapprove sa
dissolution
d. date , place, time nung meeting nung voting tas
e. details of publicaion (diba ung sa news paper ata to kanina.. pero
di ko sure)

Ano need isubmit sa SEC:


1. Resolution authorizing the dissolution certified by majority of
BOD/BOT and countersigned by the secretary
2. proof of publication
3. favorable recommendation from appropriate regulatory agency (kung
may nagrecommend ata ito na ipadissolve nlng)

15 days from the receipt ng SEC at hindi pa nawithdraw within that


period, i-aapprove na ni SEC tas magi-issu ng certificate of
dissolution..
Magkakaroon lng ng dissolution iiiif nabigyan kayo ng SEC ng
certifcate of Dissolution

bank, qausi-banks, preneed, inurance, trust companies, pawnshops,


other financial intermediaries ang maga- apply ng dissolution unless
may recommendation ng appropriate agency.

sec. 135 voluntary. creditors were affected


Petition shall include
sign of majority of BOD/BOT verified by pres or secretary or one of
the directors or trustees tas seth forth claims and demands against un
reloved with affirmative vote of 2/3 OCS (stock corp) or
with2/3 of vote of the members of a meeting
Nilalaman ng Petition:
(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

Submit to SEC:
(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 creditor

SEC order:
1. reciting the purpose of petition
2. set deadline for filing objctions to the petition (not less that 30
days nor more than 60 days) after the entry of order
before nun... ung copy nung order ket mapupublish sa municipality or
city kung saan ung principal office ng corp - once a week for 3
consecutive weeks [newspaper, if none, sa general circulation]- ..
kung wala newspaper, general ciculation sa philippines

tapos na ung date kung kailan mago-object--- after 5 days, SEC will
hear and try the petitions na. If walang sufficient na objection tas
material nmn ung allegation sa petition edi okay na madissolve ung
corporation.. papayagan na ng SEC pero siyempre may hustisya
ung mga receivers/creditors makakacollect ng assets or paybacks...
Note: tsaka lang talaga madidisolce kapag may certificate of
siccolution na ha

sec 136. dissolution by shortening the corporate term


Submit:
1. copy of amended AoI

kapag nashortened na ung term tas nagexpire na, corp shall be deemed
dissolved whithout any further proceedings
after ng ecpiration ng term, automatic na na madidissolve ung corp on
the day after nung stated corporate term sa AoI, no need na ng
issuance ng SEC ng certificate of dissolution.

sec 137. withdrawal of request and petition for dissolution


Form: Writing
verified by any incorporator, director, trustee, shareholder, member,
signed by the same number of incorporators, director, trustee,
shareholder, member necessary para magrequest ng dissolution.
withdrawal within 15 days lang (no more), magmula nung nareceive ng
SEC ung request for dissolution.

Kapag nareceive na ung withdrawal request,

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