A Complete List of Documents Needed for Company Dissolution
Your step-by-step guide to closing a company legally and smoothly in the Philippines
📌 Summarized Answer
To dissolve a company in the Philippines, you must prepare a complete set of SEC, BIR, and local government documents, including board and shareholder resolutions, audited financial statements, tax clearances, and certificates of closure. Missing even one requirement can delay or block the entire dissolution process.
🧾 TL;DR — Company Dissolution Documents Checklist
To legally dissolve a company in the Philippines, you’ll need:
- SEC-approved resolutions and filings
- BIR tax clearance and closure documents
- Local government clearances
- Final audited financial statements
- Proof of settlement of liabilities
At Loft Spaces, we handle the full dissolution process for businesses in Metro Manila and Cebu, so you don’t have to navigate this alone.
Why Company Dissolution Feels Complicated (And Why Documents Matter)
Many business owners assume that company dissolution is as simple as “stopping operations.” In reality, company dissolution in the Philippines is a formal legal process, and the documents required are strict, detailed, and sequential.
The biggest pain point?
👉 Not knowing the correct process or missing key documents, which leads to delays, penalties, or even continued tax exposure years after the business stops operating.
This guide breaks down all documents needed for company dissolution, explains why each one matters, and shows you how to prepare them correctly.
What Is Company Dissolution in the Philippines?
Company dissolution is the legal termination of a corporation or partnership registered with the Securities and Exchange Commission (SEC). Once dissolved:
- The company ceases to exist as a legal entity
- All tax obligations must be settled
- The business can no longer operate or enter into contracts
Because of this, government agencies require clear proof that the company has no remaining liabilities.
What Documents Are Needed for Company Dissolution?
Let’s start with the big picture. The documents needed for company dissolution fall into three main categories:
- SEC documents
- BIR documents
- Local government (LGU) clearances
Each agency will not proceed unless the previous step is complete.
The Complete List of Documents for Company Dissolution in the Philippines
1. Corporate Approvals and Internal Documents
These establish that the company’s owners have formally agreed to dissolve the business.
Required corporate dissolution documents include:
- Board Resolution approving dissolution
- Shareholders’ Resolution (for corporations)
- Secretary’s Certificate certifying the resolutions
- List of stockholders or partners
- Dissolution Plan or Statement of Intent (if required)
What Documents Are Required by the SEC for Company Dissolution?
The SEC oversees the legal termination of the entity, so its requirements are non-negotiable.
SEC Dissolution Requirements:
- Verified Request for Dissolution
- Board and Shareholders’ Resolutions
- Audited Financial Statements (as of date of dissolution)
- Tax Clearance from the BIR (mandatory)
- Affidavit of No Creditors or
Affidavit of Settlement of Liabilities - General Information Sheet (latest filed)
- Proof of publication (for voluntary dissolution, if required)
📌 Important:
The SEC will not approve dissolution without BIR clearance, no matter how long the business has been inactive.
What BIR Documents Are Required for Company Dissolution?
The BIR’s role is to ensure the company has paid all taxes and properly closed its tax accounts.
BIR Dissolution Documents Include:
- BIR Application for Registration Update (Closure)
- Final Income Tax Return
- Final VAT or Percentage Tax Returns
- Expanded Withholding Tax returns
- Audited Financial Statements
- Books of Accounts (for stamping)
- Unused official receipts
- Tax Clearance Certificate (TCC)
Are Local Government Clearances Required for Company Dissolution?
Yes. Even if your company stops operating, local government units (LGUs) still require proof of closure.
LGU Documents Typically Required:
- Barangay Clearance for Business Closure
- Mayor’s Permit Closure or Business Permit Cancellation
- Local tax clearance
- Fire safety and zoning clearance (in some cities)
These documents confirm that the business:
- Has no unpaid local taxes
- Is no longer operating within the city
How Do You Prepare Documents for Company Dissolution?
Here’s the correct process to avoid delays:
Step-by-Step Preparation:
- Secure board and shareholder approvals
- Prepare audited financial statements
- Apply for BIR closure and tax clearance
- Secure LGU clearances
- File dissolution documents with the SEC
⚠️ Common mistake: Filing with the SEC before completing BIR requirements. This almost always results in rejection.
Can a Company Be Dissolved Without Complete Documents?
Short answer: No.
Government agencies work in sequence. If even one document is missing:
- SEC filing is rejected
- BIR clearance is delayed
- The company remains “active” in records
- Penalties and compliance notices continue
How Long Does Company Dissolution Take in the Philippines?
The timeline depends on:
- Completeness of documents
- Tax history of the company
- Responsiveness during audits
Typical Timeline:
- BIR clearance: 3–6 months
- LGU clearances: 2–4 weeks
- SEC approval: 1–2 months
⏱️ Total average timeline: 4–8 months
What Happens If Company Dissolution Documents Are Incomplete?
Incomplete documents can lead to:
- Rejected filings
- Extended audits
- Accumulating penalties
- Continued tax obligations
- Difficulty closing bank accounts
This is why many businesses choose professional assistance.
How Loft Spaces Helps With Company Dissolution
At Loft Spaces, we remove the confusion from the corporate dissolution process.
What We Do:
- Review and prepare all company dissolution documents
- Coordinate with the SEC, BIR, and LGUs
- Handle audits and tax clearance applications
- Ensure proper closure to avoid future liabilities
📍 We offer company dissolution services in Metro Manila and Cebu, supporting startups, SMEs, and foreign-owned companies.
Frequently Asked Questions (FAQ)
What documents are needed for company dissolution?
Board and shareholder resolutions, SEC filings, BIR tax clearance, audited financial statements, and LGU clearances.
What is the complete list of documents for company dissolution in the Philippines?
It includes corporate resolutions, SEC dissolution forms, BIR closure documents, tax clearances, audited financials, and local permits.
What documents are required by the SEC for company dissolution?
Verified dissolution request, resolutions, audited financial statements, BIR clearance, affidavits, and publication proof if required.
What BIR documents are required for company dissolution?
Final tax returns, books of accounts, unused receipts, and a Tax Clearance Certificate.
Are local government clearances required for company dissolution?
Yes. Barangay, mayor’s permit, and local tax clearances are required.
How do you prepare documents for company dissolution?
By completing corporate approvals first, then BIR clearance, followed by LGU and SEC filings.
Can a company be dissolved without complete documents?
No. Incomplete documents will delay or block dissolution.
Do dissolved companies still need tax clearance from the BIR?
Yes. BIR clearance is mandatory.
How long does it take to complete company dissolution?
Usually 4–8 months, depending on compliance history.
What happens if the company dissolution documents are incomplete?
The company remains legally active and continues to incur penalties and obligations.
Final Thoughts: Close Your Company the Right Way
Company dissolution in the Philippines is not just paperwork—it’s legal closure, tax protection, and peace of mind. Having the correct documents and following the right process ensures you don’t face problems years later.
If you want a smooth, compliant, and stress-free dissolution, Loft Spaces is here to help in Metro Manila and Cebu.
👉 Need help preparing your company dissolution documents? Let’s talk.