When creditors are affected by a voluntary dissolution, what is the required vote and what must the verified petition set forth?
If the dissolution may prejudice the rights of any creditor, a verified petition for dissolution must be filed with the SEC, signed by a majority of the board of directors or trustees (SEC. 135, Revised Corporation Code of the Philippines). The petition must state that the dissolution was resolved upon by the affirmative vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock or at least two-thirds (2/3) of the members. The petition must set forth all existing claims and demands against the corporation, confirming that the statutory two-thirds approval was obtained at a duly called meeting. The corporation must also submit a list of all its creditors to the SEC.
02 November 2025
About Nicolas and De Vega Law Offices
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/.
