Resolution to Dissolve a Corporation

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:

  1. 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”.
  2. 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 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.
  3. 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.
  4. At the said meeting, upon motion duly seconded, a resolution was duly adopted for the dissolution of this corporation. A copy of said resolution is hereto attached as part of this certificate and marked as Annex “B”.
  5. 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)

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.