Closing Your Business?

Dissolving a corporation is not as easy as retiring a sole proprietorship. The corporation needs to pass through several government agencies such as the ones listed below and also needs approval from SSS, Philhealth, Pag-IBIG, and etc. The hassle of retiring the business is sometimes the cause why most corporations just die without proper dissolution.

However, for bigger corporations, specially those with substantial assets and are connected with several affiliates, dissolution must be done properly. Below, you can find the minimum requirement for the dissolution of a corporation:

For Business Bureau:
  1. Application for Retirement (Business Bureau Form)
  2. Board Resolution
  3. Notice of Closure (Notice to the Public, duly published)
  4. Original Business Permit for the Current Year
  5. Sales Book
  6. Sales Records

For BIR:
  1. BIR Form 1905
  2. Letter Request for Cancellation of Registration
  3. Original Copy of Certificate of Registration (BIR Form 2303)
  4. Latest Annual Income Tax Return (BIR Form 1701)
  5. Short-Period (interim) Income Tax Return
  6. Inventory List of Unused Official Receipts
  7. VAT of Percentage Tax Returns for the prior and current year
  8. Withholding Tax Remittances and Annual Info Return on Withholding Tax Remittance for the prior and current year
  9. Retired Business Permit
  10. Inventory of Goods and Supplies and Capital Goods
  11. Annual Registration Fee for the Current Year

For SEC:
  1. Directors’ Certificate – a notarized document signed by a majority of the directors/trustees and the corporate secretary, certifying the amendment of the Articles of Incorporation shortening the corporate term, the votes of the directors/trustees and stockholders/members, and the date and place of the stockholders’/members’ meeting
  2. Amended Articles of Incorporation
  3. Audited financial statements as of date of the stockholders’ meeting approving the dissolution or any date thereafter but not earlier than 60 days prior to the date of filing of the application
  4. List of creditors, if any, and the consent of the creditors, or certification as to non- existence of creditors
  5. BIR tax clearance
  6. Publisher’s affidavit of the publication of the notice of dissolution of the corporation (once a week for  three [3] consecutive weeks)
  7. Indorsement/clearance from Business Bureau (Retired Business Permit)
The list above is not meant to be an alternative to the official list of requirements of each government agency. It is still best to inquire first with your local business bureau because requirements may vary from one city/municipality to another.

No comments: