A Complete List of Documents Needed for Company Dissolution
TL;DR — Quick Summary
If you’re planning to close a business in the Philippines, you’ll need documents from the SEC, BIR, LGU, and other government agencies. These include board resolutions, audited financial statements, tax clearances, and business closure certificates. Missing records are common—but they can be reconstructed or resolved with professional help. Loft Spaces assists companies in Metro Manila and Cebu with end-to-end company dissolution support, even when documents are incomplete.
Summarized Answer
The documents needed for company dissolution in the Philippines typically include SEC filings, audited financial statements, BIR tax clearance, LGU closure certificates, and proof that all liabilities have been settled. The exact requirements depend on whether the dissolution is voluntary or involuntary and whether the company has outstanding obligations.
Introduction: Why Company Dissolution Requires Careful Documentation
Closing a business is not as simple as stopping operations. In the company dissolution process, government agencies require proof that your company has:
- Paid all taxes
- Settled liabilities
- Properly notified stakeholders
- Officially ceased operations
Missing even one document can delay the entire corporate dissolution process by months.
At Loft Spaces, we regularly assist businesses that struggle with missing corporate records or financial statements, ensuring a smoother, compliant closure—whether in Metro Manila or Cebu.
What Is Company Dissolution?
Company dissolution is the legal process of formally closing a business entity and removing it from government registries.
Once dissolved:
- The company can no longer operate
- It must stop filing regular reports
- Its legal existence ends after liquidation
Understanding the legal requirements for company dissolution starts with knowing what documents are required.
What Documents Are Needed for Company Dissolution?
This is the most common question we receive—and for good reason.
Core Company Dissolution Documents Checklist
Below is a general checklist of company dissolution documents required in the Philippines:
1. Corporate Approvals
- Board Resolution approving dissolution
- Stockholders’ Resolution (for corporations)
- Secretary’s Certificate
2. SEC Requirements
- Petition for Dissolution
- Amended Articles of Incorporation (if applicable)
- Affidavit of Dissolution
- Audited Financial Statements (latest year)
These fall under SEC company dissolution requirements and are mandatory for corporations and partnerships.
3. Financial and Accounting Records
- Audited Financial Statements
- General Ledger and Trial Balance
- Inventory of assets and liabilities
Pain Point: Many companies no longer have updated financials.
Solution: Loft Spaces coordinates with accredited accountants to reconstruct or re-audit records when needed.
How to Dissolve a Company in the Philippines (Step-by-Step)
If you’re asking, “How do you dissolve a company in the Philippines?”, here’s a simplified overview:
- Secure internal approvals (board and stockholders)
- Prepare SEC dissolution documents
- File the petition with the SEC
- Obtain BIR tax clearance
- Close LGU registrations
- Cancel registrations with other agencies (SSS, PhilHealth, Pag-IBIG)
- Complete liquidation (if applicable)
Each step requires specific business closure documents.
What Are the SEC Requirements for Company Dissolution?
The SEC company dissolution requirements depend on the type of dissolution.
For Voluntary Dissolution (No Creditors Affected):
- Board and stockholder resolutions
- Audited Financial Statements
- Affidavit of No Creditors
For Voluntary Dissolution (With Creditors Affected):
- Verified Petition for Dissolution
- List of creditors
- Proof of notice publication
- Settlement or liquidation plan
Failure to comply with SEC documentation rules is a common cause of delays.
What Documents Are Required by the BIR for Business Closure?
The BIR is often the most challenging part of the process.
BIR Business Closure Documents Include:
- Application for Registration Information Update (BIR Form 1905)
- Latest Income Tax Return
- VAT or Percentage Tax Returns
- Books of accounts
- Authority to Print (ATP)
- Inventory of unused receipts
Can a company be dissolved with unpaid taxes?
No. BIR tax clearance is mandatory, and all tax liabilities must be settled first.
Are LGU Documents Required for Company Dissolution?
Yes. LGU business closure documents are required.
LGU Requirements Usually Include:
- Business Permit Cancellation Form
- Barangay Clearance
- City Treasurer’s Clearance
- Proof of settled local taxes
Without LGU closure, the BIR may refuse to issue tax clearance.
Voluntary vs. Involuntary Dissolution: What’s the Difference?
Voluntary Dissolution
- Initiated by the company
- Requires internal resolutions
- Faster and more controllable
Involuntary Dissolution
- Initiated by the SEC or courts
- Often due to non-compliance or violations
- More complex and time-consuming
Understanding this distinction is part of meeting business dissolution requirements correctly.
Can a Company Be Dissolved If It Has Outstanding Liabilities?
Short answer: Not immediately.
Companies must:
- Settle liabilities, or
- Undergo liquidation to pay creditors
Outstanding obligations must be addressed before final approval.
How Long Does the Company Dissolution Process Take?
If you’re asking “How long does the company dissolution process take?”, the realistic timeline is:
- 3–6 months: Simple voluntary dissolution
- 6–12 months: With BIR issues or missing records
- 12+ months: With creditors or compliance problems
Working with a professional significantly reduces delays.
What Happens After a Company Is Dissolved?
After dissolution:
- The company has been removed from the SEC records
- No further tax filings are required
- Directors are relieved of future compliance obligations
However, records must still be kept for audit purposes.
The Common Pain Point: Missing Corporate Records or Financial Statements
Many companies face these issues:
- Lost audited financial statements
- No updated books of accounts
- Missing board resolutions
How Loft Spaces Help
At Loft Spaces, we:
- Assist in reconstructing financial records
- Coordinate with accountants and auditors
- Prepare compliant SEC, BIR, and LGU documents
- Manage the entire corporate dissolution process
We specialize in resolving compliance gaps so your closure doesn’t stall.
Do I Need Professional Help to Dissolve a Company?
Legally, it’s not required—but practically, it’s highly recommended.
Professional assistance helps:
- Avoid repeated rejections
- Resolve missing documents
- Ensure full legal compliance
Loft Spaces offers company dissolution services in Metro Manila and Cebu, supporting local and foreign-owned businesses.
Frequently Asked Questions (FAQ)
What documents are needed for company dissolution?
You’ll need SEC filings, audited financial statements, BIR tax clearance, LGU closure documents, and proof of settled liabilities.
How do you dissolve a company in the Philippines?
By securing corporate approvals, filing dissolution documents with the SEC, obtaining BIR tax clearance, and closing LGU registrations.
What are the SEC requirements for company dissolution?
Board and stockholder resolutions, audited financial statements, and a petition or affidavit of dissolution.
What documents are required by the BIR for business closure?
BIR Form 1905, tax returns, books of accounts, and cancellation of receipts and registrations.
Are LGU documents required for company dissolution?
Yes. Business permit cancellation and local tax clearances are mandatory.
What is the difference between voluntary and involuntary dissolution?
Voluntary dissolution is initiated by the company; involuntary dissolution is imposed by authorities.
Can a company be dissolved if it has outstanding liabilities?
No. Liabilities must be settled or addressed through liquidation.
How long does the company dissolution process take?
Typically 3–12 months, depending on complexity and document completeness.
What happens after a company is dissolved?
The company ceases to exist legally and is removed from government registries.
Do I need professional help to dissolve a company?
While not mandatory, professional help significantly reduces delays and compliance risks.
Final Thoughts
Understanding the documents needed for company dissolution is critical to closing your business legally and efficiently. Missing records don’t have to stop the process—with the right support, they can be resolved.
If you’re planning a company dissolution in the Philippines, Loft Spaces is here to help.
📍 Available in Metro Manila and Cebu
👉 Let us handle the compliance—so you can close your business with confidence.