Dissolution of Stock and Non-Stock (Corporate Term)

1. Directors' certificate - notarized and signed by majority of the directors certifying the
(i) amendment of the articles of incorporation reclassifying/declassifying/converting
the shares of stock (ii) votes of the directors and the stockholders, (iii) date and place
of stockholders' meeting and (iv) the tax identification number of the signatories which
shall be placed below their names.
2. Amended Articles of Incorporation
3. Audited financial statements (AFS) as of last fiscal year, except
a. Where the applicant has ceased operations for at least one (1) year, submit:

i. AFS as of last fiscal year of operation; and

ii. Affidavit of non-operation certified under oath by the President and Treasurer
b. Where the applicant has no operation since incorporation, submit:

i. Balance Sheet certified under oath by the Treasurer and President

ii. Affidavit of non-operation certified under oath by the President and Treasurer

iii. Certificate of non-registration by the BIR

c. Where the applicant is a stock corporation with paid-up of less than P50,000, submit
its Balance Sheet as of last preceding fiscal year certified under oath by the
President and Treasurer
d. Where the applicant is a non-stock corporation with gross receipts of less than
P100,000 or a total assets of less thanP500,000, submit its Balance Sheet as of last
preceding fiscal year certified under oath by the President and Treasurer
4. Certification executed under oath by the President and Treasurer certifying that:
a. The dissolution is not prejudicial to the interest of the creditors
b. There is no opposition from any creditor from the time of the last publication of the
notice of dissolution up to the filing of the application for dissolution with the
Commission
5. BIR tax clearance
6. Publisher's Affidavit of publication of notice of dissolution (once a week for three [3]
consecutive weeks)
7. Notarized Secretary's Certificate on no pending case of intra-corporate dispute
NOTES: If there is opposition from the creditors, the application should be in the form
of petition to be filed with the Office of the General Counsel of the SEC.