How To Close A Business
How To Close A Business
How To Close A Business
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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.
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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: