A corporation formed or organized under the provisions of the Corporation Code of the Philippines may be dissolved voluntarily or involuntarily (Sec. 117, Corporation Code of the Philippines).

If dissolution of a corporation does not prejudice the rights of any creditor having a claim against it, the dissolution may be effected by majority vote of the board of directors or trustees, and by a resolution duly adopted by the affirmative vote of the stockholders owning at least two-thirds (2/3) of the outstanding capital or of at least two-thirds (2/3) of the members at a meeting to be held upon call of the directors or trustees.  The stockholders or members shall be notified by publication of the notice of time, place and object of the meeting for three (3) consecutive weeks in a newspaper published in the place where the principal office of said corporation is located; and if no newspaper is published in such place, then in a newspaper of general circulation in the Philippines, after sending such notice to each stockholder or member either by registered mail or by personal delivery at least thirty (30) days prior to said meeting.  A copy of the resolution authorizing the dissolution shall be certified by a majority of the board of directors or trustees and countersigned by the secretary of the corporation.  The Securities and Exchange Commission (SEC) shall thereupon issue the certificate of dissolution (Sec. 118, Corporation Code of the Philippines).

Where the dissolution of a corporation may prejudice the rights of any creditor, the petition for dissolution shall be filed with the SEC.  The petition shall be signed by a majority of its board of directors or trustees or other officers having the management of its affairs, verified by its president or secretary or one of its directors 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 by at least two-thirds (2/3) of the members, at a meeting of its stockholders or members called for that purpose (Sec. 119, Corporation Code of the Philippines).

If the petition is sufficient in form and substance, the Commission shall, by an order reciting the purpose of the petition, fix a date on or before which objections thereto may be filed by any person, 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 least once a 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 (Sec. 119, Corporation Code of the Philippines).

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 made by the objections filed; and if no such objection 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 (Sec. 119, Corporation Code of the Philippines).

A voluntary dissolution may also be effected by amending the articles of incorporation to shorten the corporate term pursuant to the provisions of the Corporation Code of the Philippines.  A copy of the amended articles of incorporation shall be submitted to the SEC in accordance with the Corporation Code.  Upon approval of the amended articles of incorporation or the expiration of the shortened term, as the case may be, the corporation shall be deemed dissolved without any further proceedings, subject to the provisions of the Corporation Code on liquidation (Sec. 120, Corporation Code of the Philippines).

SOUTHEAST Asia’s largest food and beverage company San Miguel Corp. (SMC) booked a net profit of P4.33 billion for the first quarter of 2007, up 100 percent from P2.17 billion in the same period last year.

SMPH says net profit up at P1.5B

MALL developer and operator SM Prime Holdings Inc. (SMPH) reported on Tuesday an 11-percent increase in net profit from January to March this year to P1.5 billion on the back of higher mall rentals boosted by its newly opened stores.

THE board of San Miguel Corp. (SMC) approved on Tuesday plans to list separately the company’s domestic beer operations and packaging business at the stock exchange.

THE Philippine Long Distance Telephone Co. (PLDT), the nation’s largest company by market value, posted a net income of P8.6 billion in the first quarter of the year, little changed from a year earlier.

A corporation formed or organized under the provisions of the Corporation Code of the Philippines may be dissolved voluntarily or involuntarily (Sec. 117, Corporation Code of the Philippines).