SEC Dissolution of Corporation (Philippines)
VERIFIED REQUEST FOR VOLUNTARY DISSOLUTION
Revised Corporation Code of the Philippines (RA 11232), Section 133
[Corporate Name] (SEC Reg. No. [SEC Reg. No.], TIN [TIN]), a corporation duly organized and existing under Philippine law, with principal office at [Principal Office], incorporated on [Incorporation Date], by its undersigned duly authorized officers, hereby submits this Verified Request for Voluntary Dissolution.
1. GROUND FOR DISSOLUTION
[Reason for Dissolution]
2. CREDITORS
Creditors status: [Creditors Status].
3. ASSETS
[Asset Description]
4. APPROVAL
At a meeting of the Board of Directors duly held on [Board Meeting Date], the dissolution was approved by the majority of the board.
At a Stockholders' Meeting (or by written assent) duly held on [Stockholders Meeting Date], the dissolution was approved by stockholders holding at least two-thirds (2/3) of the outstanding capital stock of [Corporate Name], as required by Section 133 of the Revised Corporation Code (RA 11232).
5. CERTIFICATION
The undersigned officers certify under oath that: (a) the foregoing information is true and correct; (b) the dissolution was duly authorized as stated above; (c) the BIR Tax Clearance Certificate has been obtained (or is being obtained concurrently); and (d) [Corporate Name] shall complete the winding up of its affairs within three (3) years from the date the SEC Certificate of Dissolution is issued, as provided under Section 139 of RA 11232.
Signed this [Signing Date] at [Principal Office].
[President Name]
President
[Corporate Secretary Name]
Corporate Secretary
SUBSCRIBED AND SWORN to before me this _____ day of _______________, 20____, at _____________________.
Notary Public: _____________________
Doc. No. _____; Page No. _____; Book No. _____; Series of 20____.
President
________________
Signature
Corporate Secretary
________________
Signature
What Is a SEC Dissolution of Corporation (Philippines)?
An SEC Dissolution of Corporation in the Philippines is the formal legal process by which a domestic stock or non-stock corporation terminates its juridical existence and ceases operations under the Revised Corporation Code of the Philippines (Republic Act No. 11232). Voluntary dissolution — initiated by the corporation's own stockholders or members — is distinct from involuntary dissolution ordered by the SEC under Section 138 of RA 11232 for failure to comply with reporting requirements, or judicial dissolution through a court order.
Voluntary dissolution under Section 133 of RA 11232 may be pursued when no creditors are affected (administrative dissolution) or when creditors exist (dissolution with creditor protection). For dissolution where no creditors are prejudiced, the corporation files a Verified Request for Dissolution with the SEC, accompanied by a Board Resolution, written assent of at least two-thirds (2/3) of the outstanding capital stock or members, and a statement that no creditors would be prejudiced. The SEC issues the Certificate of Dissolution upon satisfactory review.
For dissolution affecting creditors, Section 134 of RA 11232 requires filing a petition in the Regional Trial Court (RTC) of the province or city where the principal office is located, with notice to all creditors published in a newspaper of general circulation in the Philippines for 3 consecutive weeks. The court supervises the winding up and distribution of assets after payment of all corporate obligations.
Dissolution ends the corporation's ability to enter new contracts, issue new shares, or sue in its own name — but the corporation continues to exist for the limited purpose of winding up affairs, prosecuting and defending suits, and completing contracts in progress under Section 139 of RA 11232 for 3 years after dissolution.
The legal framework governing the SEC Dissolution of Corporation (Philippines) in Philippines draws on several key statutes and regulatory bodies. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Parties executing a SEC Dissolution of Corporation (Philippines) in Philippines should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Revised Corporation Code (RA 11232, 2019) sets the foundational requirements.
When Do You Need a SEC Dissolution of Corporation (Philippines)?
An SEC Dissolution of Corporation in the Philippines is needed when the owners of a domestic corporation have decided to permanently cease operations and terminate the corporation's legal existence.
Dissolution is appropriate when the corporation has completed its business purpose and has no further operations to conduct — for example, a project-specific corporation formed to develop a single real estate project under a Joint Venture Agreement, which is ready to wind up after the project is completed and all units are sold.
Dissolution is needed when a corporation is no longer viable due to sustained operating losses and the stockholders prefer an orderly wind-down over continued losses. The stockholders must confirm all tax obligations are settled with the BIR through a Tax Clearance Certificate under Revenue Regulations No. 7-2001 before the SEC will process the dissolution.
Dissolution is required when a corporation's term has expired — applicable to corporations incorporated before RA 11232 with fixed terms in their Articles of Incorporation — and the stockholders do not wish to extend or revive the corporate term under Section 11 of RA 11232.
Dissolution is appropriate following a merger or consolidation under Sections 75-79 of RA 11232, where the absorbed corporation is dissolved by operation of law and must file the Certificate of Merger with the SEC to formally terminate its separate legal existence.
Dissolution is needed when a foreign corporation's Philippine branch or representative office is closing — requiring the SEC to revoke its license to do business under Section 148 of RA 11232, following settlement of all Philippine tax obligations certified by the BIR.
Parties in Philippines should prepare a SEC Dissolution of Corporation (Philippines) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your SEC Dissolution of Corporation (Philippines)
A complete voluntary SEC Dissolution of Corporation filing in the Philippines under Section 133 of RA 11232 must include the following elements.
Verified Request for Dissolution: The main pleading filed with the SEC, stating the corporate name, SEC Registration Number, TIN, principal office address, nature of business, reason for dissolution, and a certification that no creditors would be prejudiced or that all creditors have been duly notified. The Verified Request must be signed by the President and Corporate Secretary under oath.
Board Resolution: A Board Resolution adopted by majority vote of the board of directors at a duly constituted meeting, expressly authorizing the voluntary dissolution and directing the Corporate Secretary to obtain stockholder approval and file with the SEC.
Stockholders' Written Assent or Meeting Resolution: Written assent or certified meeting minutes showing that stockholders holding at least two-thirds (2/3) of the outstanding capital stock voted to approve the dissolution, as required by Section 133 of RA 11232.
Statement of Assets and Liabilities: An audited or certified statement of assets and liabilities as of a recent date, showing that the corporation's assets are sufficient to satisfy all outstanding obligations. If creditors exist, a list of creditors with contact addresses and amounts owed must be attached.
BIR Tax Clearance: The BIR Tax Clearance Certificate confirming that all tax obligations of the dissolving corporation have been settled, required by the SEC before issuing the Certificate of Dissolution under Revenue Regulations No. 7-2001.
Affidavit of Non-Operation (if applicable): If the corporation ceased operations before initiating dissolution, an Affidavit of Non-Operation stating the date operations ceased and confirming no business activities were conducted after that date, supporting the claim that no new creditors arose during the non-operating period.
Additional compliance elements for a SEC Dissolution of Corporation (Philippines) used in Philippines include: Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation.
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note = {Free legal document template. Based on Revised Corporation Code (RA 11232, 2019)}
}Frequently Asked Questions
The timeline for voluntary dissolution of a Philippine corporation depends on whether creditors are affected. For administrative dissolution with no creditors under Section 133 of RA 11232, the SEC typically processes the Verified Request for Dissolution within 15 to 30 business days after receiving a complete filing package, including the BIR Tax Clearance Certificate. Obtaining the BIR Tax Clearance itself takes 3 to 6 months, as the BIR Revenue District Office (RDO) conducts a tax audit covering all open tax years before issuing the clearance. For dissolution with creditors under Section 134, which requires court supervision by the Regional Trial Court and publication notice over 3 consecutive weeks, the total process may take 6 to 18 months. The total practical timeline from decision to dissolve to receipt of the SEC Certificate of Dissolution is typically 6 to 12 months for simple corporations with clean tax records.
Upon dissolution of a Philippine corporation under Section 139 of the Revised Corporation Code (RA 11232), the corporation enters a winding-up period of 3 years during which it continues to exist solely for the purpose of settling affairs. During winding up, corporate assets must be applied in the following order of priority: first, payment of all corporate debts, obligations, and liabilities to creditors (including the BIR for any outstanding taxes, SSS, PhilHealth, and Pag-IBIG contributions); second, distribution of any remaining assets to stockholders in proportion to their subscribed capital stock or as otherwise provided in the Articles of Incorporation or By-Laws. Distribution of assets to stockholders before settling all corporate obligations constitutes a fraudulent conveyance and exposes the distributing directors and officers to personal liability under Section 144 of RA 11232 and the Revised Penal Code.
Under Section 140 of the Revised Corporation Code (RA 11232), a corporation that has been dissolved — whether voluntarily or involuntarily — may apply for revival of its corporate existence by filing a Verified Application for Revival with the SEC, accompanied by a Board Resolution and written assent of stockholders representing at least two-thirds (2/3) of the outstanding capital stock (for stock corporations) or two-thirds of members (for non-stock corporations). The application must state that the corporation will resume its original purpose or a modified purpose, that it meets all current SEC requirements, and that it is not barred from revival by any court order. Upon approval, the SEC issues a Certificate of Revival of Corporate Existence, and the revived corporation is treated as if it had never been dissolved, subject to any intervening rights of third parties acquired during the dissolution period.
Yes. When a Philippine corporation dissolves and ceases operations, employees are entitled to separation pay under Article 298 of the Labor Code (Presidential Decree No. 442) for authorized cause — specifically, closure of establishment. The separation pay for closure due to business reasons is one month pay or at least one-half month pay per year of service, whichever is higher, per Article 298. Employees must also receive all other monetary entitlements: accrued salaries and wages, prorated 13th month pay under PD 851, unused service incentive leave under Article 95 of the Labor Code, and reimbursement of any outstanding expense claims. The dissolving corporation must also notify DOLE of the closure at least 30 days before the effective date under Article 299 of the Labor Code. Failure to pay separation benefits exposes corporate officers to criminal liability under Article 288 of the Labor Code and civil liability for the unpaid amounts.
Voluntary dissolution under Section 133 of the Revised Corporation Code (RA 11232) is initiated by the corporation's own stockholders or members who decide to wind up operations and is processed through the SEC upon filing of the required documents including board and stockholder resolutions and BIR Tax Clearance. Involuntary dissolution under Section 138 of RA 11232 is initiated by the SEC itself and occurs when a corporation fails to formally organize and commence business within 5 years from the date of incorporation; when a corporation has been continuously inoperative for at least 5 consecutive years; when the corporation's business licenses have been revoked by the corporation's primary regulatory agency (BSP, Insurance Commission, etc.); or when a court of competent jurisdiction orders dissolution. Involuntary dissolution by the SEC does not require stockholder approval and may be effected by a formal order of the SEC after giving the corporation due notice and opportunity to be heard.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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