SEC · LGU · BIR

Dissolving a corporation or OPC

The longest closure, because three agencies must act in sequence and the SEC will not move without tax clearance. A corporation also keeps a statutory window after dissolution in which to finish liquidating.

At a glance

Agencies involved

SEC, barangay, city, BIR

Who must approve

The board, then the stockholders

Winding-up window

Three years from dissolution

Typical duration

12–24 months

Choose the route

Three ways out under the Revised Corporation Code

Which one applies turns mostly on whether creditors are affected. Choosing wrongly means refiling.

Voluntary, no creditors affected

The usual route for a solvent company. Board approval and a stockholders’ resolution, then a verified request filed with the SEC. Fastest of the three, and still measured in months.

Voluntary, creditors affected

A verified petition with a higher approval threshold, followed by publication and a hearing so creditors can be heard. Necessary where debts will not be fully settled.

Shortening the corporate term

Amend the articles to end the term on a chosen date; the company is dissolved when it arrives. Useful when you want a planned, dated wind-down rather than an immediate one.

A One Person Corporation follows the same logic through its single stockholder, and has its own route where that stockholder has died. A foreign branch or representative office does not dissolve — it petitions to withdraw its licence, with tax clearance and publication, before its security deposit is released.

Prepare first

What to have ready

Board resolution approving the dissolution Stockholders’ resolution at the required threshold Directors’ and stockholders’ certificate, notarised Articles of Incorporation, By-laws and SEC certificate Latest audited financial statements List of creditors and settlement, or affidavit of no creditors Liquidation plan and asset distribution schedule Stock and transfer book and minutes book GIS and audited statements for the open years Business permits and receipts, per location BIR Certificate of Registration, books and unused invoices Employee separation, final pay and contribution records

Agency by agency, in order

Approve internally, retire every location, clear the tax, then file with the SEC. The BIR stage is where the calendar is won or lost.

Step 1 · Inside the company

Approval and the liquidation plan

Board resolution, then a stockholders’ meeting with proper notice and the vote recorded in the minutes.
Fix the cessation date and stop issuing invoices from it. Every assessment is computed to this date.
Draw up the liquidation plan — assets to be realised, creditors to be paid, and what if anything is distributed to stockholders.
Appoint who will see it through. Someone must remain accountable for filings during a process that runs longer than a year.

Step 2 · City hall

Retirement of every location

One retirement per location. Head office, every branch and every warehouse, each with its own city and its own final assessment.
Barangay clearance for closure at each address before the city will process the retirement.
Declare gross receipts to the cessation date, supported by the audited statements, so the final local tax can be assessed.
Settle unrenewed years. Dormant periods are assessed with surcharge and interest, and must be paid before the certificate of retirement is issued.
Surrender the permits and keep every certificate of retirement — the BIR and the SEC will both want them.

Step 3 · Bureau of Internal Revenue

Cancellation and tax clearance

Apply to cancel the registration at the RDO holding head office, with the approving resolutions, the certificates of retirement and the audited statements.
Close every branch and facility registration too, not only head office. A forgotten branch code keeps generating expected returns.
File everything outstanding, including the periods running from cessation until clearance is issued. Open cases halt the application.
Surrender the Certificates of Registration, unused invoices with their inventory by serial number, and all registered books for post-audit.
Sit the closure audit. The district examines the open years; the resulting assessment must be settled before clearance is released.
Handle the liquidating distributions properly. Amounts returned to stockholders in excess of their investment have tax consequences — compute before you distribute.
Officers stay exposed. Unremitted withholding taxes and unpaid statutory contributions can be assessed against responsible officers personally, whatever the corporate shield.
Obtain the tax clearance. The SEC filing depends entirely on it.

Step 4 · Securities and Exchange Commission

Dissolution and the winding-up window

File the route you chose — a verified request where no creditors are affected, a verified petition with publication and hearing where they are, or the amendment shortening the term.
Attach the tax clearance, the certificates of retirement, the resolutions and certificate, the audited statements and the creditor position.
Keep annual reporting current while pending. The general information sheet and audited statements are still due until dissolution is approved, and a lapse delays your own application.
Regularise first if you were suspended or revoked. A revoked registration is a sanction, not a closure, and generally has to be dealt with before a clean dissolution.
Use the three-year window. After dissolution the corporation continues as a body solely to settle affairs, convey assets and distribute what remains — not to trade.
Collect the certificate of dissolution and keep it, the tax clearance and the retirement certificates permanently. They are what prove the company was closed.

A dissolution in progress is still a filing corporation

For the twelve to twenty-four months this takes, nil returns and SEC annual reports keep falling due. Companies routinely stall their own closure by stopping the filings the moment they stop trading.

What is still due →

Two years of process, run by someone who does it weekly

We carry the resolutions, the retirements, the backlog, the closure audit and the SEC filing — and keep the interim filings current so the application never stalls on your own paperwork.

Start the dissolution

Approval thresholds, documentary requirements and procedures differ by SEC department, revenue district and city, and change over time. This page is a guide, not advice on your specific case — confirm current requirements with us before you file.