How can I confirm if my business has been dissolved with the SEC?

Dissolution of a business entity, whether it's a corporation, partnership, or sole proprietorship, is a crucial legal process that formally ends the existence of the entity. In the Philippines, the Securities and Exchange Commission (SEC) oversees the dissolution of corporations and partnerships. Understanding the process and knowing how to confirm the dissolution status is essential for business owners.

Legal Basis for Dissolution

In the Philippines, the legal framework for the dissolution of corporations is provided under the Revised Corporation Code (R.A. 11232). This law outlines the procedures and requirements for both voluntary and involuntary dissolution.

Voluntary Dissolution

A corporation may decide to dissolve voluntarily under several circumstances:

By a vote of the shareholders or members: A two-thirds vote of the outstanding capital stock or of the members in a meeting duly called for the purpose is required.
By the expiration of the period fixed for its existence: If the articles of incorporation specify a fixed term, the corporation automatically dissolves upon its expiration unless extended by a vote of the shareholders.
By shortening the corporate term: Shareholders may decide to shorten the term of existence of the corporation.

The procedure involves:

Board Resolution: The board of directors or trustees passes a resolution recommending dissolution.
Shareholders’ Approval: The resolution is then submitted to the shareholders or members for approval.
Filing with SEC: A verified request for dissolution is filed with the SEC, along with the necessary documents, including the board resolution and shareholders' approval.

Involuntary Dissolution

Involuntary dissolution can occur through:

Judicial action: A court may order the dissolution of a corporation under specific circumstances such as fraud, insolvency, or abuse of corporate powers.
Administrative action by the SEC: The SEC can also dissolve a corporation for non-compliance with reportorial requirements, failure to formally organize and commence business, or other grounds specified by law.

Confirmation of Dissolution

To confirm if your business has been dissolved, you can check with the SEC through the following steps:

Visit the SEC Website: The SEC maintains an online database where you can search for the status of corporations. This can be accessed through the SEC Express System.
Check the Status: Enter the name of your corporation in the search bar. The system will display the current status of the corporation, whether active, dissolved, or revoked.
Request Certification: For official purposes, you may request a Certification of Company Status from the SEC. This document will provide formal confirmation of the dissolution status.

Conclusion

The dissolution of a business entity in the Philippines is governed by clear legal procedures established under the Revised Corporation Code. Business owners can ensure compliance by following the prescribed steps for voluntary or involuntary dissolution and can confirm the status of their business through the SEC's online database or by requesting an official certification. Understanding these processes is crucial for ensuring that all legal and regulatory requirements are met, thereby avoiding potential legal complications in the future.