REQUISITES:
 affirmative vote of the stockholders owning at least majority of the
Power to Extend or Shorten Corporate Term
 Approved by majority vote of the board of directors or trustees;
 And ratified at a meeting by the stockholders or members
representing at least two-thirds (2/3) of the outstanding capital
stock or of its members.
Power to Increase or Decrease Capital Stock; Incur, Create or
Increase Bonded Indebtedness
 majority vote of the board of directors
 two-thirds (2/3) of the outstanding capital stock
Increase of Capital Stock
 least twenty-five percent (25%) of the increase in capital stock has
been subscribed
 at least twenty-five percent (25%) of the amount subscribed has
been paid in actual cash to the corporation or that property
Incurrence, Creation and Increase of Bonded Indebtedness of
Nonstock corporations
 approved by a majority of the board of trustees
 at least two-thirds (2/3) of the members
Sale or Other Disposition of Assets
 authorized by the vote of the stockholders representing at least
two-thirds (2/3) of the outstanding capital stock
 at least two-thirds (2/3) of the members
Voluntary Dissolution Where No Creditors are Affected
 majority vote of the board of directors or trustees
outstanding capital stock or majority of the members
 A verified request for dissolution shall be filed with the
Commission stating: (a) the reason for the dissolution; (b) the
form, manner, and time when the notices were given; (c) names of
the stockholders and directors or members and trustees who
approved the dissolution; (d) the date, place, and time of the
meeting in which the vote was made; and (e) details of
publication.
 The corporation shall submit the following to the Commission: (1)
a copy of the resolution authorizing the dissolution, certified by a
majority of the board of directors or trustees and countersigned by
the secretary of the corporation; (2) proof of publication; and (3)
favorable recommendation from the appropriate regulatory
agency, when necessary.
Voluntary Dissolution Where Creditors are Affected; Procedure and
Contents of Petition
 be signed by a majority of the corporation’s board of directors or
trustees, verified by its president or secretary or one of its directors
or trustees
 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 at a meeting
 The petition shall likewise state: (a) the reason for the dissolution;
(b) the form, manner, and time when the notices were given; and
(c) the date, place, and time of the meeting in which the vote was
made. The corporation shall submit to the Commission the
following: (1) a copy of the resolution authorizing the dissolution
 certified by a majority of the board of directors or trustees and
countersigned by the secretary of the corporation; and (2) a list of
all its creditors.

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 Commission in
accordance with this Code.

Involuntary Dissolution. – A corporation may be dissolved by the

Commission motu proprio or upon filing of a verified complaint by any
interested party. The following may be grounds for dissolution of the
corporation:
(a) Non-use of corporate charter as provided under Section 21 of this
Code;
(b) Continuous inoperation of a corporation as provided under Section 21
of this Code;
(c) Upon receipt of a lawful court order dissolving the corporation;
(d) Upon finding by final judgment that the corporation procured its
incorporation through fraud;
(e) Upon finding by final judgment that the corporation:
(1) Was created for the purpose of committing, concealing or aiding the
commission of securities violations, smuggling, tax evasion, money
laundering, or graft and corrupt practices;
(2) Committed or aided in the commission of securities violations,
smuggling, tax evasion, money laundering, or graft and corrupt practices,
and its stockholders knew; and
(3) Repeatedly and knowingly tolerated the commission of graft and
corrupt practices or other fraudulent or illegal acts by its directors, trustees,
officers, or employees.