The Securities and Exchange Commission (SEC) said companies seeking to dissolve their corporate existence will have to file their request through its Company Registration and Monitoring Department or the SEC’s extension offices which have territorial jurisdiction over their office address.
The SEC did not indicate the reason for issuing the guidelines.
A corporation seeking voluntary dissolution shall submit a verified request signed by duly authorized representatives containing the corporate name, SEC registration number, principal office, a statement requesting for the dissolution, and reason for the dissolution, the SEC said as it noted that the rule operationalizes the provisions under the Revised Corporation Code of the Philippines (RA11232).
The verified request must include a copy of the notice to shareholders/members for a meeting for the purpose of dissolving the company, scheduled 20 days prior to the meeting, and must also include the names of stockholders and directors, or members and trustees, who approved the dissolution; and a statement that the corporation has no pending case involving intra-corporate dispute, among others.
The SEC said the company should also include a notarized copy of the board resolution or directors’ or trustees’ certificate authorizing the dissolution and designating an authorized representative to file the verified request.
It also has to submit its latest due general information sheet; audited financial statement as of last fiscal year, where applicable; a tax clearance certificate from the Bureau of Internal Revenue ; notarized secretary’s certificate of no pending case involving intra-corporate dispute; and clearance or favorable recommendation from other SEC departments or from the appropriate regulatory agency, when necessary, the SEC said.
