Regulatory Alerts2022-03-08
MC No. 05 s. of 2022 — Guidelines on Corporate Dissolution under Sections 134, 136 and 138 of the Revised Corporation Code
The Securities and Exchange Commission issued these guidelines to clarify the jurisdictional authority for processing corporate dissolution applications under the Revised Corporation Code. The document assigns voluntary dissolutions without affected creditors, term shortening, and involuntary dissolutions to the Company Registration and Monitoring Department and Extension Offices, while designating the Office of the General Counsel for voluntary dissolutions involving creditors. It further establishes procedural requirements for amending articles of incorporation and mandates specific notice contents for stockholders' meetings regarding dissolution votes.
Republic of the Philippines Department of Finance Securities and Exchange Commission SEC MEMORANDUM CIRCULAR NO. Series of 2022. TO ALL CONCERNED SUBJECT Guidelines on Corporate Dissolution under Sections 134, 136 and 138 of the Revised Corporation Code WHEREAS, Sections 133 to 138 of Republic Act No. 11232 otherwise known as the Revised Corporation Code of the Philippines (RCC) provide for the classification, requirements and procedure for corporate dissolution: WHEREAS, voluntary dissolution where no creditors are affected under Section 134 of the RCC, dissolution by shortening of corporate term under Section 136 of the RCC and involuntary dissolution under Section 138 of the RCC shall be under the authority of the Company Registration and Monitoring Department (CRMD) and Securities and Exchange Commission (SEC) Extension Offices. WHEREAS, voluntary dissolution where creditors are affected under Section 135 of the RCC shall be under the authority of the Office of the General Counsel (OGC). WHEREAS, Section 15 of the RCC provides that uniess otherwise prescribed by the RCC or by special law, and for legitimate purposes, any provision or matter stated in the articles of incorporation may be amended by a majority vote of the board of directors or trustees and the vote or written assent of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock, without prejudice to the appraisal right of the dissenting stockhoiders in accordance with the provisions of the RCC. The articles of incorporation of a nonstock corporation may be amended by the vote or written assent of majority of the trustees and at least twothirds (2/3) of the members. XXX WHEREAS, under Section 6(h) of the RCC, hoiders of non-voting shares shall nevertheless be entitled to vote on the issue of dissolution of the corporation; and WHEREAS, under Section 50 of the RCC, notice of stockholders’ or members' meetings shail be sent through the means of communication provided in the by-laws, which notice shall state the time, place and purpose of the meetings. Each notice of meeting shall further be accompanied by the following: a.) The agenda for the meeting; b.) A proxy form which shali be submitted to the corporate secretary within a reasonable time prior to the meeting: Page 1 of 9 5 Published: Manila Standard, 9 March 2022 Business Mirror, 9 March 2022 Filed with UP Law Center: 8 March 2022
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