Petition for Voluntary Dissolution with Affected Creditors
|1. What are the requirements in filing a Petition for Voluntary Dissolution where creditors are affected?
|a. A Petition, signed by a majority of the corporation’s board of directors or trustees, verified by its president or secretary or one of its directors or trustees, shall state the following:
|The reason for the dissolution of the corporation;
|The form, manner and time when the notices of meeting were given;
|The date, place, and time of the meeting in which the vote was made;
|All claims and demands against the dissolving corporation; and
|The dissolution was affirmed by the stockholders representing at least 2/3 of the outstanding capital stock or at least 2/3 of the members at a meeting called for the purpose of dissolving the corporation.
|b. Submission of the following:
|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;
|List of all its creditors; and
|Pertinent documents in support of the Petition (e.g. Certificate of Incorporation, Articles of Incorporation, By-Laws, latest copy of the General Information Sheet, Annual Financial Statement stamped received by the BIR and the SEC, inventory of assets and properties, schedule of liabilities and list of pending cases, if any, and such others).
|2. How much is the docket fee in filing a case?
|The docket fee in filing a case is in the amount of Three Thousand and Thirty Pesos (PHP 3,030.00).
|3. Where can I pay the docket fee required in filing a case?
Please be advised that in line with the Commission’s adoption of digital payments for disbursements and collections, pursuant to Executive Order No. 170, s.2022, the Cashier’s Office at the SEC Headquarters, Makati City will be officially closed starting February 1, 2023.
All payment will be accepted through the SEC online Payment Portal (eSPAYSEC) https://espaysec.sec.gov.ph/payment-portal/home or at any Land Bank of the Philippines branch nationwide.
|4. What are the manners of filing pleadings and all other papers?
The filing of pleadings and all other papers with the Commission shall be made in the following manner:
(i) Manual Filing – by presenting the original copies of the pleadings to the (1) Office of the General; or to the (2) Commission En Banc, through the OGC, as applicable; or (ii) Registered Mail – by sending them by registered mail or by private courier addressed to the Office of the General or to the Commission En Banc, through the OGC, as applicable.
In case of a state of national emergency due to pandemic or in the event of other major disruption caused by a natural disaster or other causes, the manner of filing prescribed in the interim guidelines issued by the OGC shall be followed.