Section 138Sec./Art. 138

Involuntary Dissolution. - A corporation may be dissolve by the Commission motu propio or upon filing of a verified complaint by any interested party. The following may be grounds for dissolution of the corporation:

(a) None-use of corporate charter as provided under Section 21 of his 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 the 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 violation, 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 of the same; 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.

If the corporation is ordered dissolved by final judgment pursuant to the grounds set forth in subparagraph (e) hereof, its assets, after payment of its liabilities, shall upon petition of the Commission with the appropriate court, be forfeited in favor of the national government. Such forfeiture shall be without prejudice to the rights of innocent stockholders and employees for services rendered, and to the application for other penalty or sanction under this Code or other laws.

The Commission shall give reasonable notice to, and coordinate with, the appropriate regulatory agency prior to the involuntary dissolution of companies under their special regulatory jurisdiction.