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  1. Join Date
    Sep 2007
    Posts
    66
    #1
    [SIZE=3]Corporate Disillusion[/SIZE]
    [SIZE=3](How to Dissolve your Corporation)[/SIZE]

    [SIZE=3]You’ve realized one reason or another that the corporation you’ve given life to needs to say goodbye to the world. It will not be that easy as you have to go through the notorious Philippine government red tape. But, it will be clean and will (it is hoped) not give you sleepless nights. [/SIZE]

    [SIZE=3]Here’s how the corporation can say goodbye properly. First, you decide to shorten its corporate life which is set at 50 years by default in the articles of incorporation. You set up a meeting (together or separately) with at least a majority of the directors/trustees and stockholders/members where the majority of both directors/trustees and stockholders/members agree to amend the articles of incorporation to shorten the corporate term. Note that your by-laws may require a higher number of votes for such an amendment. You must follow what your by-laws provide so you will need to double-check that (whether it’s 2/3 vote, ¾, etc.) …[/SIZE]

    [SIZE=3]Read on at [/SIZE][SIZE=3]http://thelegallyinclined.wordpress.com/[/SIZE][SIZE=3] . Feel free to forward the link to your friends and colleagues. And leave some feedback if you can.[/SIZE]

  2. Join Date
    Oct 2002
    Posts
    1,829
    #2
    amending the articles of incorporation (amending article 4 or shortening the term of existence) sa SEC is correct. but you also have to publish your notice of dissolution sa leading newspaper (for four consecutive weeks) to inform your creditors and the public about your planned dissolution. you also have to get tax clearance sa BIR, kapag wala ito, habulin ka pa rin ng BIR. you also have to present a letter of consent from your creditor(s), if there's any, in order your dissolution be approved. in case no creditor(s), the corporate secretary should execute a certification (under oathed) na walang creditor(s) ang said corporation.

  3. Join Date
    Jun 2006
    Posts
    6,105
    #3
    Good info. there are a lot of non-operating corporations in the country basically due to the 50yr lifespan and most owners don't know how to deal with it.

  4. Join Date
    Oct 2002
    Posts
    1,829
    #4
    dito sa SEC ngayon, nire-revoke na ang certificate of registration basta hindi nagcomply ng SEC requirements sa loob ng 5 - 10 yrs.

    kung meron kayong corporations at napabayaan ninyo magcomply with SEC annual requirements,
    baka nasa list na kayo ng revoked corporations. pwede na magamit ng ibang tao ang corporate name ninyo after 3 years of revocation.

    para sa list of revoked corporations visit www.sec.gov.ph (nasa Investor Info)

  5. Join Date
    Oct 2002
    Posts
    3,872
    #5
    Quote Originally Posted by lc1 View Post
    [SIZE=3]Corporate Disillusion[/SIZE]
    [SIZE=3](How to Dissolve your Corporation)[/SIZE]

    [SIZE=3]You’ve realized one reason or another that the corporation you’ve given life to needs to say goodbye to the world. It will not be that easy as you have to go through the notorious Philippine government red tape. But, it will be clean and will (it is hoped) not give you sleepless nights. [/SIZE]

    [SIZE=3]Here’s how the corporation can say goodbye properly. First, you decide to shorten its corporate life which is set at 50 years by default in the articles of incorporation. You set up a meeting (together or separately) with at least a majority of the directors/trustees and stockholders/members where the majority of both directors/trustees and stockholders/members agree to amend the articles of incorporation to shorten the corporate term. Note that your by-laws may require a higher number of votes for such an amendment. You must follow what your by-laws provide so you will need to double-check that (whether it’s 2/3 vote, ¾, etc.) …[/SIZE]

    [SIZE=3]Read on at [/SIZE][SIZE=3]http://thelegallyinclined.wordpress.com/[/SIZE][SIZE=3] . Feel free to forward the link to your friends and colleagues. And leave some feedback if you can.[/SIZE]

    Hmmm...my corporate law isn't that rusty. But didn't the author mean CORPORATE DISSOLUTION as compared to "Disillusion"?

  6. Join Date
    Sep 2007
    Posts
    66
    #6
    Zero,
    The complete list of BIR and SEC requirements can be found if you follow the link as advised in the 3rd paragraph =)

    Altis6453,
    The author wrote "Corporate Disillusion" correctly. It was a play on words =)

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