Resolution to Dissolve a Corporation
Use this free template – Resolution to Dissolve a Corporation.
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To dissolve a corporation in the Philippines a minimum of two-thirds (2/3) of the stockholders must agree to the dissolution in a shareholders meeting called for that matter.
KNOW ALL MEN BY THESE PRESENTS:
We, the undersigned, a majority of the Board of Directors, and the Secretary of (Name of Corporation), hereby certify that:
- On a special meeting of the Board of Directors held at ______________ on ______________, a resolution was adopted for the dissolution of this corporation. A copy of this resolution is hereto attached as part of this certificate and marked as Annex “A”.
- Written notice of the proposed dissolution was published in (Name of Newspaper), a newspaper of general circulation published in the place where the principal office of the corporation is located, for three consecutive weeks, and a copy of the said notice was sent to each stockholder by registered mail, at least thirty days prior to the meeting referred to in the next succeeding paragraph.
- At the stockholder’s meeting held at _______________ on _____________, indicated in the notice referred to in the next preceding paragraph, there attended stockholders representing (No. of shares) shares out of a total of (No. of shares of the Capital Stock) shares of the capital stock of the corporation, being more than two-thirds (2/3) of the said capital stock.
- At the said meeting, upon motion duly seconded, a resolution was duly adopted for the dissolution of this corporation. A copy of the said resolution is hereto attached as part of this certificate and marked as Annex “B”.
- All the requirements of Section 118 of the Corporation Code have been complied with.
IN WITNESS WHEREOF, —-
(Signature of at least a majority of the Board of Directors):
(Signature of the Secretary of the corporation)
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