TITLE XIVDISSOLUTION
Sec. 117. Methods
of dissolution. - A corporation formed or organized
under
the provisions of this Code may be dissolved voluntarily or
involuntarily.
(n)
Sec. 118. Voluntary
dissolution where no creditors are affected. - If
dissolution
of a corporation does not prejudice the rights of any creditor having a
claim against it, the dissolution may be effected by majority vote of
the
board of directors or trustees, and by a resolution duly adopted by the
affirmative vote of the stockholders owning at least two-thirds (2/3)
of
the outstanding capital stock or of at least two-thirds (2/3) of the
members
of a meeting to be held upon call of the directors or trustees after
publication
of the notice of time, place and object of the meeting for three (3)
consecutive
weeks in a newspaper published in the place where the principal office
of said corporation is located; and if no newspaper is published in
such
place, then in a newspaper of general circulation in the Philippines,
after
sending such notice to each stockholder or member either by registered
mail or by personal delivery at least thirty (30) days prior to said
meeting.
A copy of the resolution authorizing the dissolution shall be certified
by a majority of the board of directors or trustees and countersigned
by
the secretary of the corporation. The Securities and Exchange
Commission
shall thereupon issue the certificate of dissolution. (62a)
Sec. 119. Voluntary
dissolution where creditors are affected. - Where the
dissolution
of a corporation may prejudice the rights of any creditor, the petition
for dissolution shall be filed with the Securities and Exchange
Commission.
The petition shall be signed by a majority of its board of directors or
trustees or other officers having the management of its affairs,
verified
by its president or secretary or one of its directors or trustees, and
shall set forth all claims and demands against it, and that its
dissolution
was resolved upon by the affirmative vote of the stockholders
representing
at least two-thirds (2/3) of the outstanding capital stock or by at
least
two-thirds (2/3) of the members at a meeting of its stockholders or
members
called for that purpose.
If the
petition is sufficient in form and
substance, the Commission 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 thirty (30) days nor
more
than sixty (60) days after the entry of the order. Before such date, a
copy of the order shall be published at least once a week for three (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 three (3)
consecutive
weeks in three (3) public places in such municipality or city.
Upon five (5)
day's 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 issue
made
by the objections filed; and if no such objection is sufficient, and
the
material allegations of the petition are true, it 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. (Rule 104, RCa)
Sec. 120. Dissolution
by shortening corporate term. - A voluntary dissolution
may be effected by amending the articles of incorporation to shorten
the
corporate term pursuant to the provisions of this Code. A copy of the
amended
articles of incorporation shall be submitted to the Securities and
Exchange
Commission in accordance with this Code. Upon approval of the amended
articles
of incorporation of the expiration of the shortened term, as the case
may
be, the corporation shall be deemed dissolved without any further
proceedings,
subject to the provisions of this Code on liquidation. (n)
Sec. 121. Involuntary
dissolution.- A corporation may be dissolved by the
Securities
and Exchange Commission upon filing of a verified complaint and after
proper
notice and hearing on the grounds provided by existing laws, rules and
regulations. (n)
Sec. 122. Corporate
liquidation.- Every
corporation
whose charter expires by its own limitation or is annulled by
forfeiture
or otherwise, or whose corporate existence for other purposes is
terminated
in any other manner, shall nevertheless be continued as a body
corporate
for three (3) years after the time when it would have been so
dissolved,
for the purpose of prosecuting and defending suits by or against it and
enabling it to settle and close its affairs, to dispose of and convey
its
property and to distribute its assets, but not for the purpose of
continuing
the business for which it was established.
At any time
during said three (3) years, the
corporation is authorized and empowered to convey all of its property
to
trustees for the benefit of stockholders, members, creditors, and other
persons in interest. From and after any such conveyance by the
corporation
of its property in trust for the benefit of its stockholders, members,
creditors and others in interest, all interest which the corporation
had
in the property terminates, the legal interest vests in the trustees,
and
the beneficial interest in the stockholders, members, creditors or
other
persons in interest.
Upon the
winding up of the corporate affairs,
any asset distributable to any creditor or stockholder or member who is
unknown or cannot be found shall be escheated to the city or
municipality
where such assets are located.
Except by
decrease of capital stock and as
otherwise allowed by this Code, no corporation shall distribute any of
its assets or property except upon lawful dissolution and after payment
of all its debts and liabilities. (77a, 89a, 16a) |