SCENARIO 3: Voluntary Dissolution Shortening Corporate Term (Sec 136)

This document outlines the procedures for voluntary dissolution of a corporation where creditors are affected under Section 135. It involves: 1) A majority vote of the board of directors/trustees and a 2/3 vote of stockholders/members. 2) Filing a petition with the SEC including reasons for dissolution and notice details. 3) The SEC fixes an objection period and publishes the order for 3 weeks. 4) If no valid objections, and allegations are true, the SEC dissolves the corporation, distributes assets, and issues a dissolution certificate.

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SCENARIO 3: Voluntary Dissolution Shortening Corporate Term (Sec 136)

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Summer Freniere

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SCENARIO 2: Voluntary Dissolution Where Creditors Are Affected (Sec 135)

 Voting requirement
o Majority vote of BOD/BOT + 2/3 of the stockholders (OCS)/members
 Procedures
1. The petition for dissolution shall be filed with Securities and Exchange Commission
Ø The reason for the dissolution
Ø The form, manner, and time when the notices were given
Ø The date, place, and time of the meeting in which the vote was made

2. The petition shall be signed by a majority of its board of directors or trustees and that is
dissolution was resolved upon by the affirmative vote of the stockholders representing at
least 2/3 of the outstanding capital stock or by at least 2/3 of the members at a meeting
of its stockholders or members called for that purpose, including the list of all creditors.
3. The SEC shall, by an order reciting the purpose of the petition, fix a date on or before
which objections thereto may be filed by any person, which date shall not be less than
30 days nor more than 60 days after the entry of the order.
4. The copy of the order shall be published at least once a week fir 3 consecutive weeks in
a newspaper of general circulation published in the municipality or city where the
principal office of the corporation is situated, or if there be no such newspaper, then in a
newspaper of general circulation in the Philippines, and a similar copy shall be posted
for 3 consecutive weeks in 3 public places in such municipality or city
5. Upon five days notice, given after the date on which the right to file objections as fixed in
the order has expired, the Commission shall proceed to hear the petition and try any
issues raised in the objections filed.
6. If no such objection is sufficient, and the material allegations of the petition are true, the
SEC shall render judgment dissolving the corporation and directing such disposition of
its assets as justice requires, and may appoint a receiver to collect such assets and pay
the debts of the corporation.
7. The dissolution shall take effect only upon the issuance by the Commission of a
certificate of dissolution.