THE Securities and Exchange Commission (SEC) released revised guidelines on corporate dissolution to further standardize procedures, according to a memorandum circular on Tuesday.
For voluntary dissolutions where no creditors are affected, or if a dissolution of a corporation does not prejudice the rights of any creditor having a claim against it, the dissolution will be initiated by filing a verified request with the Company Registration and Monitoring Department and or SEC Extension Office.
The filed request must include company details, the reason for dissolution, the form, manner and time when the notices were given, and names of stockholders and directors, among other requirements.
For verifications and certifications against forum shopping, the verified request for dissolution should contain an affidavit, which should include the allegations in the verified request.
Required supporting documents include notarized copies of the board resolution authorizing the dissolution, a publisher’s affidavit of publication of the notice of the meeting, the latest due general information sheet, audited financial statements, and the Bureau of Internal Revenue tax clearance certificate, among others.
The SEC said that no application for the dissolution of banks, banking and quasi-banking institutions, insurance and trust companies, pawnshops and other financial intermediaries will be approved by the commission unless accompanied by a favorable recommendation of the appropriate government agency. — Luisa Maria Jacinta C. Jocson
