Countersign Professional Receipt Made Easy

Countersign professional receipt

okay let's continue our lecture uh on the revised corporation go to the philippines all right our topic for today is dissolution and liquidation okay so i think syllabus okay [Music] so okay so corporation alumni definitions classes nationality okay the capital structure incorporation and organization of course the corporate powers of course the stockholders and members the board of directors and trustees capital affairs tandi natalya so dissolution and liquidation right so with respect to corporate dissolution and liquidation okay so first what is dissolution okay so according to blacks los black's law dictionary the a dissolution is the termination of a corporation's legal existence right so the corporation ceases to be a juridical person and consequently can no longer continue transacting its business however for the purpose only of winding up its affairs and liquidating its assets its corporate existence continues for a period of three years from such dissolution okay so panang partnership dissolution [Music] legal existence uncanny and juridical existence okay but with respect to winding up or liquidating its assets it retains corporate existence for a period of three years from such dissolution okay so what are the methods of dissolution right marine time voluntary dissolution now my three scenarios okay voluntary voluntary dissolution maritime voluntary dissolution where no creditors are affected under section 134 of the revised corporation code or voluntary dissolution where creditors are affected under section 135 of the revised corporation code and voluntary dissolution because of shortening of corporate term okay bus modeling intimidate the disorder because of shortening of corporate term under section 136 of the revised corporation code so the second method of dissolution is involuntary dissolution okay so especially sinabinomians section 133 okay so first dunta is a voluntary dissolution where no creditors are affected under section 134 of the revised corporation code unknown voting requirement majority vote number of directors or board of trustees plus majority of the stakeholders or a majority or the vote of the stockholders representing majority of the outstanding capital stock or in case of non-stock corporation majority of the non-stock corporations members okay procedure okay is a procedure okay so at least 20 days prior to the meeting notice shall be given to each shareholder or member member of record personally so you notice now at least 20 days prior to the meeting you moved your modes of giving notice to each stockholder or member of record by them personally fighting by registered mail or by any other means authorized under its bylaws whether or not entitled to vote at the meeting okay so in the manner provided in section 50 or another section 50 young place and time of meetings of stakeholders or members it shall also state meaning the notice the notice shall also state the purpose of the meeting that the purpose of the meeting is to vote on the dissolution of the corporation next the notice of the time place and object of the meeting shall be published once prior to the date of meeting in a newspaper published in the place where the principal office the said corporation is located or if no newspaper is published in such place in a newspaper of general circulation in the philippines notice either personal registered mail or any other means provided under the bylaws you notice then ipa published my publication requirement all right my publication requirement dissolution notice to the whole world notice to the stockholders notice by publication in effect notice to the whole world okay next a verified request for this solution shall be filed with the sec all right stating the reason for the solution the form manner in time when the notices were given so important okay so the names of the stockholders and directors or members and trustees who approved the dissolution the date place and time of the meeting in which the vote was made and the details of publication through a verified request for the solution okay next the corporation shall submit the following to the sec okay a copy of the resolution authorizing the dissolution certified by a majority of the board of directors or board of trustees encounters signed by the secretary of the corporation proof of publication and favorable recommendation from the appropriate agency when necessary okay so in case asian banks quasi banks financial intermediaries procedure again within 15 days from receipt of the verified request for the solution and in the absence of any withdrawal within said period so the sec shall approve the request and issue an issue the certificate of the solution right so that the solution shall take effect only upon the issue once by the sec of a certificate of dissolution right so within 15 days from receipt okay corporation okay here approved sec your request and shall issue the certificate of dissolution and such certificate of dissolution okay you did not issue one's certificate of the solution okay effective dissolution corporation okay no application for the solution of banks organizing banks banking and quasi banking institutions pre-need insurance and trust companies non-stock savings and loans associations pawn shops and other financial interventions shall be approved by the sec unless accompanied by a favorable recommendation of the appropriate government agency okay so voting requirement okay pack the technology so voting requirement majority vote of the board of directors or board of trustees plus a vote of the stockholders representing two-thirds all right two-thirds two-thirds of the outstanding capital stock or in case of non-stock corporation two-thirds of the members okay so anina majority long neva pero capac voluntary dissolution where creditors are affected on required vote by majority number of directors or board of trustees plus the votes of the stockholders representing two-thirds of the outstanding capital stock or in case of non-stock corporation of a non-stock corporation two-thirds of its members okay so let's see the procedure okay so a verified petition for the solution shall be filed with the sec which states the reason for the dissolution the form manner in time when the notices were given and the date place and time of the meetings in which the vote was made so the corporation shall also submit to the sec a copy of the resolution authorizing the dissolution certified by a majority of the board of directors or trustees encounter signed by the secretary of the corporation and at least of all its creditors right so a list of all its creditors okay and if the petition is sufficient in form and substance the sec shall buy an order reciting the purpose of the petition fix a deadline for filing objections to the petition which date shall not let be less than 30 days nor more than 60 days after the entry of the order convoluted where no creditors are affected within 15 days there are within 15 days okay we withdraw your then if the petition for voluntary dissolution was found by the sec to be sufficient in form and in substance okay reciting the purpose of the petition and fixing a deadline for filing objections right which date shall not be less than 30 days nor more than 60 days after the end three of the order okay my creditors not affected okay okay okay so before such deed a copy of the order okay you initial order reciting the purpose of the petition okay a copy of the order shall be published at least once a week for three 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 general circulation in the philippines and a similar copy shall be posted for three weeks in three public place places in such municipality or city so that's what we got what's the publication requirement posting requirement okay and there are creditors which may be affected by such dissolutions where creditors are affected okay there is a requirement of publication publication of the notice or order of the sec at least once a week for three consecutive weeks in a newspaper of general circulation plus posting the posting of the copy for three consecutive weeks in three public places in such municipality or city okay upon five days notice given after the date on which the right to file objections as fixed in the order has expired alright my grace period bank five days all right the sec shall proceed to hear the petition and try any issue raised in the objections filed okay and if no such objection is sufficient and the material allegations of the petitions are true the sec 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 no i think a bahan maga point panel receiver okay upon finding by the sec all right that the petition to voluntary dissolve of the corporation is meritorious then the sec shall render judgement dissolving the operation however the sec will direct the disposition of the corporation's assets as justice requires and the sec may also appoint a receiver to collect such assets and pay the debts of the operation okay to protect the creditors of course the dissolution shall take effect only upon the issuance by the sec of a certificate of dissolution okay again and then how about voluntary dissolution because of shortening of corporate term right it may be affected by amending the articles of incorporation to shorten the corporate term why so a copy of the amended articles of incorporation shall be submitted to the sec okay so upon the expiration of the certain term as stated in the approved amended articles of incorporation the corporation shall be deemed dissolved without any further proceedings subject to the provisions of the device corporation code or liquidation so walang okay so in the case of expiration corporate term the solution shall automatically take effect on the day following the last day of the corporate term stated in the articles of incorporation without the need for issue ones by the sec of a certificate of dissolution dissolution okay so next involuntary dissolution so a tournament corporation okay voluntary incorporation parameters right so under section 138 of the revised corporation codes of involuntarily dissolving a corporation so a corporation may be dissolved by the sec moto propio so on its own the sec may dissolve a corporation or upon filing of a verified complaint by any interested party okay imagine a new corporation maybe this worked by the sec moto proprio so on its own ibxbn the sec on its own may dissolve a corporation or upon filing of a verified complaint by any interested party okay ano abayma grounds for the solution of the corporation right involuntary right not news of corporate charter or explain nothing back under section 21 you may be ordered dissolved by the sdc okay continues in operation on an election arena opinion of a corporation as provided under section 21. your five beers okay five years to rule section 21. so upon receipt a failure full court order dissolving the corporation so upon finding by final judgment that the corporation procured its incorporation through fraud right or upon finding by final judgment that the corporation was created for the purpose of committing conse for commit of committing concealing or aiding the commission of securities violations smuggling tax evasion money laundering or graft and corrupt practices okay or if the corporation upon finding by final judgment as committed or aided in the commission of securities violations smuggling tax evasions money laundering or graph and corrupt practices and its stockholders knew and repeatedly and knowingly tolerated the omission of graft and corrupt practices or other fraudulent or illegal acts by its directors trustees officers or employees okay so pansilo upon finding by final judgment okay no corporation it may be a ground for the solution okay so in case of involuntary dissolution melanthane theoretically for feature in favor of the national government so upon finding by final judgment that the corporation was created for the purpose of committing concealing or aiding the commission of securities violations smuggling tax evasion money laundering or graphene corrupt practices or the corporation has committed or aided in the commission of securities violations smuggling tax evasion money laundering or graph and corrupt practices and its stockholders knew and repeatedly and knowingly tolerated the commission of graf and corrupt practices or either fraudulent or illegal laxates directors trustees officers or employees then the assets all right the assets of the corporation shall be forfeited in favor of the national government issyansa amendments introduced by the revised corporation code you see that okay forefit yen in favor of okay the city or municipality where the corporation is located in favor of the national government okay proceedings okay liquidation okay so liquidation is a necessary consequence of the dissolution of a corporation so it is the process of settling the affairs of the corporation which consists of adjusting the debts and claims that is of collecting all that is due the corporation the settlement and adjustment of claims against it and the payment of it's just that so liquidation and partnership okay this is the process by which all the assets of the corporations are converted into liquid assets meaning cash in order to facilitate the payment of obligations to creditors and the remaining balance if any is to be distributed to stockholders or members okay except for banks okay every corporation whose charter expires pursuant to its articles of incorporation is an old by for feature or whose corporate existence is terminated in any other manner shall nevertheless remain as a body corporate for three years okay and you've seen us having an addend dissolve now you incorporate juridical personality but nevertheless it will remain as a body corporate for three years after the effective date of resolution for what purpose for the purpose of prosecuting and defending suits buyer against it and enabling it to settle and close its affairs dispose of and convey its property and distributes it and distribute its assets but not for the purpose of continuing the business for which it was established so in three years okay sorry is for the sole purpose of prosecuting and defending suits buyer against it and enabling it to settle and close its affairs dispose of and convey its properties and distribution of its assets okay at any time during the three years the corporation is authorized and empowered to convey all of its property to trustees for the benefit of stockholders members creditors and other persons in internet after any such conveyance by the corporation of its property interest for the benefit of its stockholders members creditors and other interests others in interest all interests which the corporation had in the property terminates the legal interest best in the trustees and the beneficial interests in the stockholders members creditors or other persons in interest so now now they need this question within three years after dissolution okay so liquidation of banks shall be covered okay by the new central bank and the pdic charter so in case of esjit okay for feature the properties shall revert to the national government okay so um the properties of the corporation shall revert to the national government okay so you know right dissolution and liquidation okay so again thank you for listening again thank you for listening listening and always keep safe and god bless everyone