Company Dissolution Checklist: Preparing for a Smooth Process
TL;DR — Summary Box
Company dissolution in the Philippines doesn’t have to be confusing. With the right checklist, proper documentation, and compliance with SEC, BIR, and LGU requirements, businesses can close legally and smoothly. This guide walks you through the company dissolution checklist, timelines, documents, and common pitfalls. Launchpad supports company dissolution services in Metro Manila and Cebu, ensuring a stress-free and compliant business closure.
Summarized Answer
A company dissolution checklist helps business owners close their company legally by completing all regulatory, tax, and documentary requirements. The process involves securing SEC approval, settling BIR obligations, clearing liabilities, and closing LGU registrations. Following a structured business dissolution checklist avoids penalties, delays, and future legal risks.
Introduction: Why Company Dissolution Feels Confusing
Many business owners think closing a company is as simple as “stopping operations.” Unfortunately, that’s not how it works in the Philippines.
Without proper dissolution, businesses may still:
- Accumulate penalties and taxes
- Receive BIR notices
- Face legal exposure years later
The corporate dissolution process involves multiple government agencies, documents, and timelines—which is why confusion is common.
This guide simplifies everything into a clear, step-by-step checklist.
What Is Company Dissolution?
Company dissolution is the legal process of formally closing a corporation or partnership and removing it from government records.
In the company dissolution Philippines context, this typically involves:
- The Securities and Exchange Commission (SEC)
- Bureau of Internal Revenue (BIR)
- Local Government Units (LGUs)
Once completed properly, the company is officially closed and relieved of future compliance obligations.
What Is Included in a Company Dissolution Checklist?
A complete company dissolution checklist usually includes:
- Board and shareholder approvals
- SEC dissolution filing
- BIR closure and tax clearance
- LGU permit cancellations
- Settlement of liabilities
- Final financial statements
- Official government clearances
This checklist ensures that no step is missed and prevents issues after closure.
Step 1: Internal Preparation Before Dissolution
Before filing anything, preparation is key.
Internal Actions to Complete
- Secure Board Resolution approving dissolution
- Obtain Shareholder approval (if required)
- Decide whether dissolution is voluntary or involuntary
- Appoint a liquidator or authorized representative
This step sets the foundation for a smooth dissolution.
Step 2: Settle Financial Obligations and Liabilities
A company cannot dissolve cleanly without addressing its financial responsibilities.
What Must Be Settled?
- Outstanding loans
- Supplier payables
- Employee final pay and benefits
- Government contributions (SSS, PhilHealth, Pag-IBIG)
Can a company be dissolved with unpaid liabilities?
Technically, yes—but liabilities must be disclosed and resolved during liquidation.
Step 3: Prepare Required Documents for Company Dissolution
What Documents Are Needed for Company Dissolution?
Common requirements include:
- Board Resolution and Secretary’s Certificate
- Articles of Dissolution
- Audited Financial Statements
- Tax Clearance Certificate
- Affidavit of No Creditors (if applicable)
Having complete documents prevents rejections and delays.
Step 4: SEC Filing – The Core of the Corporate Dissolution Process
What Are the SEC Requirements for Company Dissolution?
The SEC requires:
- Approved Articles of Dissolution
- Proof of board and shareholder consent
- Financial statements
- Affidavits or notices to creditors
SEC approval is mandatory before moving forward with BIR and LGU closures.
Step 5: BIR Closure and Tax Clearance
Are BIR Clearances Required Before Dissolution?
Yes. BIR clearance is one of the most critical steps.
The BIR will:
- Audit the company’s tax records
- Review open cases
- Require final tax returns
Without BIR clearance, the company is not considered legally closed.
Step 6: LGU Business Permit and Registration Cancellation
Each LGU may require:
- Barangay clearance
- Mayor’s permit cancellation
- Business closure forms
This step ensures that local compliance obligations officially end.
Step 7: Final Notices, Liquidation, and Record Keeping
After approvals:
- Liquidate remaining assets
- Distribute proceeds to shareholders
- Store records for future reference
Even after dissolution, records should be kept for at least 10 years.
Business Dissolution Timeline: How Long Does It Take?
How Long Does Company Dissolution Take?
On average:
- Simple cases: 3–6 months
- With BIR audit: 6–12 months or longer
Timelines depend on:
- Record completeness
- Outstanding liabilities
- Government workload
Working with professionals significantly speeds things up.
Common Mistakes That Delay Company Dissolution
Avoid these pitfalls:
- Missing financial statements
- Unsettled tax obligations
- Incomplete SEC filings
- Ignoring LGU requirements
- DIY dissolution without guidance
These mistakes often lead to rejected applications or prolonged audits.
Business Closure Checklist: Quick Reference
Here’s a simplified business closure checklist:
- ✅ Board and shareholder approval
- ✅ Financial cleanup and settlement
- ✅ SEC dissolution filing
- ✅ BIR tax clearance
- ✅ LGU permit cancellation
- ✅ Asset liquidation
- ✅ Record archiving
Do Startups and SMEs Have Different Requirements?
While the process is similar, SMEs often face:
- Less complex audits
- Fewer stakeholders
- Faster approval timelines
However, compliance is still mandatory regardless of company size.
Do I Need Professional Help for Company Dissolution?
Short Answer: Strongly recommended.
Professional assistance helps:
- Avoid costly mistakes
- Shorten timelines
- Ensure full compliance
- Handle BIR audits properly
Launchpad offers end-to-end company dissolution services in Metro Manila and Cebu, guiding you through every step.
Why Choose Launchpad for Company Dissolution?
Launchpad specializes in business lifecycle services, including dissolution.
What We Offer:
- Full company dissolution checklist management
- SEC, BIR, and LGU coordination
- Tax audit and clearance support
- Professional documentation handling
- Services in Metro Manila and Cebu
We turn a stressful process into a structured and manageable one.
Frequently Asked Questions (FAQ)
What is included in a company dissolution checklist?
It includes approvals, SEC filings, BIR clearance, LGU closure, and settlement of liabilities.
How do you prepare for company dissolution?
Start by securing board approval, settling liabilities, and organizing financial records.
What are the steps in the corporate dissolution process?
Internal approval, SEC filing, BIR clearance, LGU cancellation, and final liquidation.
What documents are required for company dissolution?
Board resolutions, financial statements, tax clearance, and Articles of Dissolution.
What are the SEC requirements for company dissolution?
Approved dissolution documents, financial statements, and affidavits.
Are BIR clearances required before dissolution?
Yes. BIR clearance is mandatory to officially close the company.
Can a company be dissolved if it has outstanding liabilities?
Yes, but liabilities must be declared and addressed during liquidation.
How long does the company dissolution process take?
Typically, 3–12 months, depending on audits and documentation.
What happens after a company is dissolved?
The company is removed from government records and no longer required to file compliance reports.
Do I need professional help for company dissolution?
Professional help is highly recommended to avoid delays, penalties, and legal risks.
Final Thoughts
Closing a business is just as important as starting one—and doing it properly protects you from future problems.
By following a clear company dissolution checklist and understanding the corporate dissolution process, you can close your company legally, cleanly, and confidently.
If you need expert support, Launchpad offers company dissolution services in Metro Manila and Cebu, helping you prepare for a smooth and compliant closure.