What is the procedure for voluntary dissolution when no creditors are affected?
Voluntary dissolution where no creditors are prejudiced requires approval by a majority vote of the board of directors or trustees (SEC. 134, Revised Corporation Code of the Philippines). This must be followed by a resolution adopted by the affirmative vote of the stockholders owning at least majority of the outstanding capital stock or a majority of the members. Notice must be given to every stockholder or member at least twenty (20) days prior to the meeting, stating the purpose of voting on dissolution. Furthermore, notice of the time, place, and object of the meeting must be published once prior to the meeting date in a newspaper of general circulation in the principal office’s location.
02 November 2025
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Nicolas and De Vega Law Offices is a full-service law firm in the Philippines. You may visit us at the 16th Flr., Suite 1607 AIC Burgundy Empire Tower, ADB Ave., Ortigas Center, 1605 Pasig City, Metro Manila, Philippines. You may also call us at +632 84706126, +632 84706130, +632 84016392 or e-mail us at [email protected]. Visit our website https://ndvlaw.com/.
