How To Close A Business

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The key takeaways are the steps to properly close a business in the Philippines which include determining business classification, completing requirements, announcing closure, and submitting requirements.

Common reasons why people close a business include bankruptcy, poor business plan, poor management, uncontrollable events, and business reorganization or involuntary closure.

The 4 steps to close a business in the Philippines are to determine business classification, complete requirements, officially announce closure, and submit requirements to government agencies.

Table of Contents

What are the common reasons why people close a business?


1. Bankruptcy.
2. Poor Business Plan.
3. Poor Management.
4. Uncontrollable Events.
5. Business Reorganization.
6. Involuntary Closure.
How to Close a Business in the Philippines: 4 Steps.
Step 1: Determine which classification you belong to.
a. Sole Proprietorship.
b. Corporations and Partnerships.
Step 2: Complete the requirements for the cessation of business.
Requirements for Closing a Business in the Philippines.
1. Local Government Unit – Barangay Hall.
a. Valid ID.
b. Barangay Clearance.
c. Letter of Request for Retirement/Closure of Business.
2. Local Government Unit – City Hall.
a. Valid ID.
b. Barangay Clearance.
c. Barangay Certificate of Closure Indicating Date of Closure.
d. Latest Business Permit.
e. Affidavit of Closure, Board Resolution or Notice of Dissolution Indicating the Exact Date of
Closure.
f. BIR Form 2303 or Certificate of Registration.
g. Latest ITR and Financial Statements.
h. Latest VAT and OPT Returns.
i. Books of Accounts.
j. If with branches, proof of business tax payment from the LGUs governing the branches.
3. Bureau of Internal Revenue (BIR).
a. Letter of Request for Retirement/Closure of Business.
b. BIR Form 2303 or Certificate of Registration.
c. Books of Accounts.
d. Death Certificate.
e. List of ending inventory of goods, supplies, and other properties of the business (e.g. Debit
memos, Delivery Receipts, Purchase Orders, etc.).
f. Inventory of unused sales invoices and official receipts.
g. Ask for Receipt Poster.
h. Latest ITR and Financial Statements for the three (3) preceding years of the retirement date.
i. Duly accomplished BIR Form 1905.
j. Board Resolution/Notice of Dissolution for Corporations and Partnerships.
k. City Hall Certificate of Closure Indicating Date of Closure.
l. Latest Authority to print issued and Form 0605 (Annual Registration).
4. Department of Trade and Industry (DTI).
a. Letter of Request for Cancellation of Business Name.
b. Affidavit of the Cancellation of the Registered Business Name.
c. Original copies of the business name certificate of registration.
d. Affidavit of Loss of BN Certificate or Certificate of Registration, if applicable.
e. Certified photocopy of the SEC certificate of dissolution of the corporation/partnership.
5. Securities and Exchange Commission (SEC).
a. Director’s Certificate.
b. Articles of Incorporation.
c. Amended Articles of Incorporation (if any).
d. Articles of Partnership.
e. Audited Financial Statements (AFS).
f. BIR Tax Clearance Certificate.
g. Notarized Secretary’s Certificate.
h. Clearance from other government agencies (e.g. PEZA, BOI, BMBE etc.).
i. Publisher’s Affidavit of the Publication of Notice of Dissolution.
Step 3: Officially announce the closure of business to your stakeholders.
a. Employees.
b. Suppliers and Creditors.
c. Regulatory Agencies.
d. Shareholders and Business Partners.
e. Customers.
f. Other ways to announce the closure of your business.
Step 4: Submit requirements to appropriate government agencies to obtain the required
clearances.
a. Closing a Sole-Proprietorship/Freelance/Self-employed Professionals.
i. Notice of Closure to DOLE, SSS, PhilHealth, and Pag-IBIG.
ii. Application for Closure at your LGU – Barangay.
iii. Application for Closure at your LGU – City Hall.
iv. Application for Closure at BIR.
v. Application for Cancellation of Business Name at DTI.
b. Dissolution and Closure of a Corporation and a Partnership.
i. Notice of Closure to DOLE, SSS, PhilHealth, and Pag-IBIG.
ii. Application for Closure at your LGU – Barangay.
iii. Application for Closure at your LGU – City Hall.
iv. Application for Closure at BIR.
v. Application for Dissolution at SEC.
vi. Application for Cancellation of Business Name at DTI.
What are the benefits of properly closing a business in the Philippines?
1. Government clearance.
2. Moving on and learning from your mistakes.
Tips and Warnings.
1. Consult a professional if needed.
2. Call the government agency for clarification.
Frequently Asked Questions.
1. What are the penalties for not closing the business properly?
2. I am just a freelancer/small business owner. Am I also required to file for business closure?
3. How long does it take to close a business in the Philippines?
4. If my business didn’t operate do I still have to formally close my business?
5. What rights do employees have when a business is terminated?
6. Does closing my business mean canceling my TIN?
7. Does closing one of my businesses affect my other businesses?
8. I want to assume the business of my relative. Do we still have to close the business?
9. What happens to my business when I die?
References.
1. Bankruptcy.
A business filing for bankruptcy may be due to obsolescence of
their product, tough competition or unbearable interest expenses
on their loans.
However, filing for bankruptcy does not mean that you don’t have
to pay your creditors anymore. Under the Financial Rehabilitation
and Insolvency Act or FRIA1, your creditors have the option to
liquidate your business and take whatever cash or property
they can.
 
2. Poor Business Plan.
A poorly created business plan is one of the main reasons why a
business is forced to close. Failure to define the goals and steps
to achieve those goals makes a weak business foundation.
A business plan includes researching the following:
• The strengths of your products or services;
• Your product’s/services’ weaknesses or shortcomings;
• Your competition and what they lack; and
• Opportunities to exploit your strengths and your competition’s
shortcomings.
 
3. Poor Management.
Having a high-quality product is a good start towards a successful
business, but that’s not the end-all. Failure to properly manage
your employees, your creditors, and your suppliers may be
detrimental to your business.
A poorly-managed business is one that fails to use the following
long-term strategies:
• Attend business seminars from reputable sources like BIR,
DOLE, and TESDA to learn how to properly manage a
business and its stakeholders and to know about the
appropriate laws to follow;
• Hire an accountant to help you manage your finances. This will
also deter theft from other employees;
• Hire a human resource manager if you have more than 20
employees; and
• Carefully read your contracts from your suppliers and creditors
to make sure that you understand them so as to not risk
yourself and your business from violating any condition.
 
4. Uncontrollable Events.
Even if you are the greatest business owner of all time, surely
there are things you can’t control like your health, death,
recessions or, for example, a pandemic that resulted in millions of
Filipinos to be laid off and caused businesses to stop operations2.

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Having disaster avoidance plans, contingency funds and


insurance might help businesses overcome tough, uncontrollable
situations.
 
5. Business Reorganization.
Not all business closures are because of failure to operate the
business properly, some want to expand or rebrand their
business into another type of business (e.g. Sole
proprietorship to a Corporation or a Partnership to a
Corporation).
Related: What is the difference between a one-person
company and sole proprietorship?
Whatever the reason is, it is necessary that you understand the
pros and cons of the reorganization and to properly close the
existing business to avoid incurring penalties.
 
6. Involuntary Closure.
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The most notable example of this is when your business has been
force-closed by a regulating body (e.g. SEC, DTI, DOLE or BIR)
for violating a regulation or law like child labor, failure to pay
taxes, fraud, etc. However, this kind of force closure will only
be done after a series of careful examination, notices, and
hearings.
In order not to get fined or criminalized and risk your business
from being force-closed, you should follow all the laws required or
hire someone who can help like a lawyer or an accountant.
 
How to Close a Business in the
Philippines: 4 Steps.
Step 1: Determine which classification you
belong to.
a. Sole Proprietorship.
This includes individual business owners including freelancers,
home-based consultants, self-employed professionals, and
anyone who is regularly earning income outside of an employer-
employee relationship. Of course, this only applies to those who
actually registered their business (which you should do if you are
any of the above).
Sole proprietors are required to apply for the cancellation of their
business with the Department of Trade and Industry Business
(DTI).
b. Corporations and Partnerships.
Juridical persons including joint ventures, cooperatives, and other
organizations required to register with the Security and Exchange
Commission (SEC) are also required to apply for the cancellation
of their business with the SEC.
 
Step 2: Complete the requirements for the
cessation of business.
Before applying for business closure, it is important that you call
the appropriate government agency and your local government
unit in order to clarify which documents are needed.
Requirements for Closing a Business in the
Philippines.
NOTE: Every document applies to all classification of taxpayers
except when specifically mentioned that it is only applicable to a
certain type.

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1. Local Government Unit – Barangay Hall.
a. Valid ID.
• Sole Proprietorship/Freelancers/Self-employed
Professionals – Valid ID of the owner;
• Partnerships – Valid ID of all Partners;
• Corporation – Valid ID of the President.
 
b. Barangay Clearance.
This is the most basic legal document you need to have in order
to transact with other government agencies or departments. You
can request this at the barangay where your business is located.
 
c. Letter of Request for Retirement/Closure of Business.
Free Download: Sample Letter Request template
This letter shall signify your intention to cancel your business
registration with your barangay. The letter must indicate:
• Date of application;
• Contact details of the addressee (the Barangay Hall);
• Name of the applicant;
• Registered business name;
• Date of registration with the government, in this case, the
barangay;
• Business permit number;
• Reason/s for the closure of business;
• Proposed date of closure; and
• A declaration that the business has no outstanding obligation or
liability with the barangay.
 
2. Local Government Unit – City Hall.
a. Valid ID.
• Sole Proprietorship/Freelancers/Self-employed
Professionals – Valid ID of the owner;
• Partnerships – Valid ID of all Partners;
• Corporation – Valid ID of the President.

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b. Barangay Clearance.

c. Barangay Certificate of Closure Indicating Date of Closure.


This shall be proof that you already settled all existing liabilities
and successfully closed your business at the barangay level.
 
d. Latest Business Permit.
You must submit the original copy of the latest business permit
available.
 
e. Affidavit of Closure, Board Resolution or Notice of Dissolution
Indicating the Exact Date of Closure.
NOTE: Affidavits are required to be notarized.
Sole Proprietorship.

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If you are a sole proprietor, your affidavit of closure must include
the following:
• Name of the owner;
• Address of the business;
• Registration No. from DTI and/or BIR;
• Date of Closure;
• Reason for closure;
• That the business has no outstanding liabilities.
Free Download: Sample Template of Affidavit of Closure of
Business for Sole Proprietors
Partnership.
Original Partnership Dissolution Agreement or Notice of
Dissolution indicating the exact date of closure. This document
basically sets how the property and obligations of the partnership
will be divided among all partners.
Free Download: Sample Template of Notice of Dissolution
Corporation.
Original Board Resolution or Corporate Secretary Certificate on
the closure of business indicating the exact date of closure.
 
f. BIR Form 2303 or Certificate of Registration.
The original copy must be presented while a photocopy must be
submitted. This shall be proof that you registered with the BIR
during the course of your business.
Related: How to Get BIR Form 2303 (Certificate of
Registration): An Ultimate Guide
 
g. Latest ITR and Financial Statements.
The latest income tax returns and financial statements (e.g.
Balance Sheets, Income Statement, Statement of Cashflows,
etc.) for the three (3) preceding years of the retirement date must
be photocopied and submitted to the City Hall where your
business is located.
 
h. Latest VAT and OPT Returns.
The latest business taxes filed from the last payment of business
permit up to the date of closure must be photocopied and
submitted to the City Hall where your business is located.
 
i. Books of Accounts.
The City Hall where your business is located may request that
you present your books of accounts to be examined by their staff.
 
j. If with branches, proof of business tax payment from the LGUs
governing the branches.
This shall be proof of your compliance with other LGUs.
 
3. Bureau of Internal Revenue (BIR).
a. Letter of Request for Retirement/Closure of Business.
This letter shall signify your intention to cancel your business
registration with the BIR. The letter must indicate:
• Date of application;
• Contact details of the addressee (the RDO where you
registered);
• Name of the applicant;
• Registered business name;
• Date of registration with the BIR;
• Certificate of Registration Number;
• Reason/s for the closure of business;
• Proposed Date of Closure; and
• A declaration that the business has no outstanding obligation or
liability with the BIR.
Free Download: Sample Template of Letter Request for
Closure or Cessation of Business
 
b. BIR Form 2303 or Certificate of Registration.
 
c. Books of Accounts.
 
d. Death Certificate.
This is required in case of closure due to the death of the sole
proprietor.
 
e. List of ending inventory of goods, supplies, and other properties
of the business (e.g. Debit memos, Delivery Receipts, Purchase
Orders, etc.).
 
f. Inventory of unused sales invoices and official receipts.
 
g. Ask for Receipt Poster.
 
h. Latest ITR and Financial Statements for the three (3) preceding
years of the retirement date.
 
i. Duly accomplished BIR Form 1905.
Sole Proprietor.
As an individual taxpayer in the Philippines, it is recommended
that you do not cancel your TIN while you apply for the closure of
the business.
Related: How to Apply for Closure of Business Using BIR
Form 1905
Sample Filled Out BIR Form 1905 for Sole Proprietors:
 
 

Partnerships and Corporations.


Closing a partnership or a corporate business requires that the
TIN of the Juridical Person is also canceled.
Sample Filled Out BIR Form 1905 for Partnerships and
Corporations:
 
 

j. Board Resolution/Notice of Dissolution for Corporations and


Partnerships.
Corporation.
Your RDO may require you to present a copy of the board
resolution of approval of the dissolution of the corporation.
Free Download: Sample Template of Board Resolution for
Business Closure
Partnership.
Your RDO may require you to present a copy of the notice of
dissolution.
Free Download: Sample Template of Notice of Dissolution for
Partnerships
 
k. City Hall Certificate of Closure Indicating Date of Closure.
This shall be proof that you already settled all existing liabilities
and closed your business at the city hall level.
 
l. Latest Authority to print issued and Form 0605 (Annual
Registration).
 
4. Department of Trade and Industry (DTI).
a. Letter of Request for Cancellation of Business Name.
This letter shall signify your intention to cancel your business
name. The letter must indicate:
• Date of application;
• Contact details of the addressee (DTI Head Office);
• Name of the owner/partner/president, whichever is applicable;
• Registered business name;
• Date of registration of the business name;
• Certificate of Registration Number;
• Reason/s for the closure of business; and
• Proposed Date of Closure.
Free Download: Sample Template of Letter of Request for
Cancellation of Business Name (DTI)
b. Affidavit of the Cancellation of the Registered Business Name.
Stating the reason/s for closure and at the time of the closure, that
the business has no outstanding financial obligation in connection
with the operation.
Free Download: Sample Template of Affidavit of the
Cancellation of the Registered Business Name 
c. Original copies of the business name certificate of registration.
 
d. Affidavit of Loss of BN Certificate or Certificate of Registration,
if applicable.
 
e. Certified photocopy of the SEC certificate of dissolution of the
corporation/partnership.
 
5. Securities and Exchange Commission (SEC).
a. Director’s Certificate.
This is a notarized document used to certify the decision of the
corporation to dissolve. This is only used in cases where the
corporation voluntarily wants to dissolve and close its business.
 
b. Articles of Incorporation.
 
c. Amended Articles of Incorporation (if any).
 
d. Articles of Partnership.
 
e. Audited Financial Statements (AFS).
 
f. BIR Tax Clearance Certificate.
This shall be proof that you already settled all existing liabilities
and successfully closed your business at the BIR.
 
g. Notarized Secretary’s Certificate.
 
h. Clearance from other government agencies (e.g. PEZA, BOI,
BMBE etc.).
This is applicable only to corporations with secondary licenses.
 
i. Publisher’s Affidavit of the Publication of Notice of Dissolution.
This is a sworn statement by a publisher (newspaper) that a
notice of dissolution of a corporation was given on specific days.
This shall be done at least once a week, for three (3) consecutive
weeks. The format of the affidavit shall be given by the publisher.
 
Step 3: Officially announce the closure of
business to your stakeholders.

Announcing that your business will be closing soon may seem


unnecessary but not only will it help you smoothly transition into
your next plan, but it is also legally required by different
government departments.
Your stakeholders are all the people and businesses that have an
interest in your business. These are your:
a. Employees.
DOLE requires employers to notify their employees that the
business is closing at least 30 days from the intended date of
closure. Also, separation pay must be given to the employees if
the closure is not due to bankruptcy or insolvency.
To properly announce the termination of employees due to the
closure of business, the company must:
• Send individual termination letters to the employees and DOLE
Regional office where the employee is located stating: (1)
The reason for termination (e.g. due to closure of business);
(2) That the notice was given within 30 days from the day of
closure; and (3) That a separation pay will be given to the
employee.
• Conduct a company-wide meeting explaining what will happen
to them, what they will receive etc. This is also the time to
answer employees’ queries and address their concerns
regarding their job status. It is important to be as transparent
as possible. This is optional but as significant as losing one’s
job, it is polite to properly address their worries.
Failure to follow the above requirement is a ground for an illegal
dismissal lawsuit.
 
b. Suppliers and Creditors.
Simply calling or emailing your suppliers and creditors, notifying
them about your intention to close your business, is enough.
However, you must still follow the contracts made with your
supplier and creditors in the event of closure of business so as to
make sure that you do not violate any provision or term in the
contract.
Failure to observe this process is a ground for a lawsuit from your
supplier or creditor.
 
c. Regulatory Agencies.
You need to notify the relevant government agencies that regulate
your business in order to get government clearances that would
signify that you are compliant with the laws. For more information,
please see Step 4.
 
d. Shareholders and Business Partners.
Closing a juridical entity like a corporation or a partnership must
undergo a series of meetings and decision-making made by its
owners.
For a partnership, the partners shall notify the other partners that
a meeting with the agenda to dissolve the partnership will
commence. This is done preferably via email.
For a corporation, at least twenty (20) days prior to the meeting,
notice shall be given to each shareholder by any means
authorized under its bylaws, stating that the corporation shall be
dissolved. Then at the meeting, the shareholders and the
directors shall vote on whether or not the corporation shall be
dissolved.
 
e. Customers.
In order to notify your customers, you could post a written notice
within the vicinity of the business stating that the business will
close on the proposed date. You also have the option to call key
customers and inform them that you will no longer be doing
business with them.
This is optional but it is not bad to still have a healthy relationship
with your key customers because they were the ones that helped
you build your business.
 
f. Other ways to announce the closure of your
business.
• Via your website – a letter to your stakeholders announcing the
closure of your business including the details of the closure.
• Via newsletters or social media groups/pages – You may
issue a statement detailing the facts of the closure and how
it may affect local businesses in your area. This is
recommended for big enterprises that have a large impact
on the local economy to enable other local businesses to
adjust to the changes brought by the cessation of your
operations.
 
Step 4: Submit requirements to appropriate
government agencies to obtain the required
clearances.
Before we proceed, please take note of the following:
• Before applying for the closure of your business, you need to
settle all your pending cases with the BIR, DOLE, DTI,
and/or SEC.
• The government does not know when you actually stopped your
business operations that’s why they still expect you to
comply with your obligations until you get the appropriate
government clearance (e.g. Filing Tax Returns; Mandatory
Contributions for SSS, Philhealth, and Pag-IBIG; Payment of
local government fees and taxes like business permits).
a. Closing a Sole-Proprietorship/Freelance/Self-
employed Professionals.
i. Notice of Closure to DOLE, SSS, PhilHealth, and Pag-
IBIG.
1 Send a service of a written notice to the employees and the
DOLE at least one (1) month before the intended date of
closure/cessation. This will lower the risk of getting illegal
dismissal lawsuits.
2 Update SSS, PhilHealth, and Pag-IBIG registration to
Unemployed or Employed, whichever is applicable. This will
allow you to control your mandatory contributions and notify
them that you no longer have employees.
ii. Application for Closure at your LGU – Barangay.
1 Create a Letter of Request for Retirement/Closure of
Business.
2 Present the required documents (see Step 2 for the list of
requirements) to the Barangay Hall where your business is
located.
3 Pay the necessary fees, including unpaid business permits or,
depending on the LGU, facilitation fees.
4 Claim Barangay Certificate of Closure which shall be used as
a document to apply for closure of business at the City Hall
Level.
iii. Application for Closure at your LGU – City Hall.
1 Create an Affidavit of Closure/Dissolution Indicating the
Exact Date of Closure.
2 Present the required documents (see Step 2 for the list of
requirements) to the City Hall where your business is
located.
3 Depending on the LGU, there are application forms needed to
be filled out. These application forms need only basic
information.
4 Pay the necessary fees, including unpaid business permits or,
depending on the LGU, facilitation fees.
5 Claim City Hall Certificate of Closure which shall be used as a
document to apply for closure of business at the BIR.
iv. Application for Closure at BIR.
1 Fill-out BIR Form 1905.
2 Create a Letter of Request for Retirement/Closure of
Business.
3 Present the required documents (see Step 2 for the list of
requirements) to the RDO where your head office is located.
4 If necessary, file for short period tax returns when you decide to
end your business in the middle of a taxable year.
5 Destroy all the unused sales invoices/ official receipts,
accounting forms, business notices, and the Certificate of
Registration in front of a BIR Personnel and Official.
6 Wait for the RDO to verify that you have no open cases,
delinquent cases and after a tax audit, verify that you have
no more outstanding liabilities with the Bureau.
7 Pay the necessary fees and other deficiency taxes.
8 Claim Tax Clearance.
9 In case of death or if the taxpayer chooses to cancel the TIN,
receive a confirmation that the TIN no longer exists in the
data of the BIR
v. Application for Cancellation of Business Name at DTI.
1 Create a Letter of Request for Cancellation of Business
Name.
2 Create an Affidavit of Cancellation of the Registered
Business Name.
3 Create an Affidavit of Loss in case you lost the Certificate of
Registration of Business Name.
4 Present the required documents (see Step 2 for the list of
requirements) to the DTI Head Office.
5 Claim Certificate of Cancellation of Business Name.
 
b. Dissolution and Closure of a Corporation and a
Partnership.
i. Notice of Closure to DOLE, SSS, PhilHealth, and Pag-
IBIG.
Send a service of a written notice to the employees and the DOLE
at least one (1) month before the intended date of
closure/cessation. This will lower the risk of getting illegal
dismissal lawsuits.
ii. Application for Closure at your LGU – Barangay.
1 Create a Letter of Request for Retirement/Closure of
Business.
2 Present the required documents (see Step 2 for the list of
requirements) to the Barangay Hall where your business is
located.
3 Pay the necessary fees, including unpaid business permits or,
depending on the LGU, facilitation fees.
4 Claim Barangay Certificate of Closure which shall be used as
a document to apply for closure of business at the City Hall
Level.
iii. Application for Closure at your LGU – City Hall.
1 Provide Board Resolution in case of Corporations or Notice of
Dissolution in case of Partnerships.
2 Present the required documents (see Step 2 for the list of
requirements) to the City Hall where your business is
located.
3 Depending on the LGU, there are application forms needed to
be filled out. These application forms need only basic
information.
4 Pay the necessary fees, including unpaid business permits or,
depending on the LGU, facilitation fees.
5 Claim City Hall Certificate of Closure which shall be used as a
document to apply for closure of business at the BIR.
iv. Application for Closure at BIR.
1 Fill-out BIR Form 1905.
2 Create a Letter of Request for Retirement/Closure of
Business.
3 Present the required documents (see Step 2 for the list of
requirements) to the RDO where your head office is located.
4 If necessary, file for short period tax returns when you decide to
end your business in the middle of a taxable year. This shall
be done within 30 days from the adoption of the resolution to
dissolve or when it was notified by the SEC to dissolve.
5 Destroy all the unused sales invoices/ official receipts,
accounting forms, business notices, and the Certificate of
Registration in front of a BIR Personnel and Officials.
6 Wait for the RDO to verify that you have no open cases,
delinquent cases and after a tax audit, verify that you have
no more outstanding liabilities with the Bureau.
7 Pay the necessary fees and other deficiency taxes
8 Claim Tax Clearance.
v. Application for Dissolution at SEC.
1 Obtain Clearance from other regulatory agencies if your
corporation has secondary licenses (e.g. PEZA, BOI, BMBE,
etc.).
2 Present the required documents (see Step 2 for the list of
requirements) to the SEC.
3 Claim Certificate of Dissolution from SEC
vi. Application for Cancellation of Business Name at DTI.
1 Create a Letter of Request for Cancellation of Business
Name.
2 Create an Affidavit of Cancellation of the Registered
Business Name.
3 Create an Affidavit of Loss in case you lost the Certificate of
Registration of Business Name.
4 Present the required documents (see Step 2 for the list of
requirements) to the DTI Head Office.
5 Claim Certificate of Cancellation of Business Name.
 
What are the benefits of properly
closing a business in the Philippines?
1. Government clearance.
Once you’re validated for the closure of business in a government
agency, the agency will provide you with a government clearance.
This shall be used as proof that you are compliant with all their
regulations.
One example is the BIR Tax Clearance which signifies that
you have no existing tax liabilities and open cases. This shall
be used when you apply for a new business, cancel your
business name, property auctions, and for immigration purposes.
 
2. Moving on and learning from your
mistakes.
Losing a business, especially those inherited from previous
generations, will hit you hard. Regardless of the reason for the
closure of the business, you will learn something that may be
useful for future businesses you’ll create. Even if you choose to
never venture again in the commerce of trading or providing
services, the experiences you gained are priceless.
 
Tips and Warnings.
1. Consult a professional if needed.
If you plan on dissolving or closing your business, it’s always
helpful to find a professional who will assist you (e.g. an
accountant or lawyer). The benefits of their services are often
worth the cost, considering that the penalties for failing to
properly close your business are very hefty.
 
2. Call the government agency for
clarification.
The process of closing your business is complicated and requires
a lot of research. Thankfully, if you just take the time to call each
government unit, they will assist you with the procedures and the
exact requirements they need.
 
Frequently Asked Questions.
1. What are the penalties for not closing the
business properly?
 
2. I am just a freelancer/small business
owner. Am I also required to file for
business closure?
Yes. As long as you are a registered owner of a business and you
decide to permanently close your business, then you should
follow the steps provided in this guide to properly close your
business.
 
3. How long does it take to close a business
in the Philippines?
There is no specific timeframe; it may take a week or more than a
year. It all depends on how compliant you are with the laws, years
of business operation, the nature of your business, and whether
your business is a sole proprietorship or a
corporation/partnership.
 
4. If my business didn’t operate do I still
have to formally close my business?
For individual owners, as long as you still don’t have a business
permit from your LGU and the BIR, you don’t have to cancel your
other permits.
For Corporations, your SEC registration will be revoked if the
corporation didn’t start operations within 5 years from the date of
incorporation or becomes inoperative within 5 consecutive years.
If that happens, the corporation needs to immediately apply for
dissolution and closure.
 
5. What rights do employees have when a
business is terminated?
If your employer didn’t declare bankruptcy, you are entitled to:
• Have a 30-day Notice of Termination; and
• Separation Pay.
If your employer failed to provide the above, you may file a lawsuit
against them.
 
6. Does closing my business mean
canceling my TIN?
If your business is classified as a sole proprietorship, then we
recommend that you do not cancel your TIN (Tax Identification
Number) because if you plan on earning income within the
Philippines, you’ll need to reapply for another TIN.
However, if your business is a corporation or a partnership,
dissolving the business means canceling the TIN. This signifies
that the identity of the juridical person is now non-existent.
 
7. Does closing one of my businesses
affect my other businesses?
No. As long as the business permits are separate and/or each
business has its own TIN.
 
8. I want to assume the business of my
relative. Do we still have to close the
business?
Currently, there is no way to transfer ownership of a sole-
proprietorship business and partnerships. Your relative would
need to close their business and cancel its business name so that
you can adopt the same business type.
However, ownership is transferable for corporations. You may
become a major stockholder and control the corporation yourself.
 
9. What happens to my business when I
die?
If you own a sole proprietorship business or you are a partner in a
partnership, the business needs to be dissolved if you die. This
means that if you die, you take your business with you. But
nothing stops one of your heirs to create an exact type of
business like the one you previously owned.
If you own a corporation, your shares in that corporation may be
assumed by your heirs and they can just continue the
business from there.
Related: What is the difference between a one-person
corporation and sole proprietorship?
 
References.
1 An Act Providing for the Rehabilitation or Liquidation of
Financially Distressed Enterprises and Individuals (Financial
Rehabilitation and Insolvency Act) (2010).
2 Over 1 million workers nationwide lose jobs due to COVID-19
quarantine – DOLE. (2020). Retrieved 21 April 2020, from
https://www.cnnphilippines.com/news/2020/4/12/DOLE-
COVID-quarantine-1-million-displaced-workers.html
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