Section 135Sec./Art. 135

Voluntary Dissolution Where Creditors are Affected; Procedure and Contents of Petition. - Where the dissolution of a corporation may prejudice the rights of any creditor; a verified petition for dissolution shall be filed with the Commission. The petition shall be signed by a majority of the corporation's board of directors or trustees, verified by its president or secretary or one of its director or trustees, and shall set forth all claims and demands against it, and that its dissolution was 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 member at a meeting of its stockholder or members called for that purpose.

The petition shall likewise state: (a) the reason for the dissolution; (b) the form, manner, and time when the notices where given; and (c) the date, place and time of the meeting in which 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.

If the petition is sufficient in form and substance, the Commission shall by an order reciting the purpose of the petition, fix a deadline for filing objections to the petition which date shall not be less than thirty (30) days nor more than sixty (60) days after the entry of the order. Before such date, a copy of the order shall be published at lease one week for three (3) consecutive weeks in a newspaper of general circulation published in the municipality or city where the principal office of the corporation is situated, or if there be no such newspaper, then in a newspaper of general circulation in the Philippines, and a similar copy shall be posted for three (3) consecutive weeks in three (3) public places in such municipality or city.

Upon five (5) days' notice given after the date on which the right to file objections as fixed in the order has expired, the Commission shall proceed to hear the petition and try any issue raised in the objections filed; and if no such obejection is sufficient, and the material allegations of the petition are true, it shall render judgment dissolving the corporation and directing such disposition of its assets as justice requires, and may appoint a receiver to collect such assets and pay the debts of the corporation.

The dissolution shall take effect only upon the issuance by the Commission of a certificate of dissolution.