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RA 8799

RA 8799

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Published by Vin Bautista
RA 8799
RA 8799

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Published by: Vin Bautista on Oct 05, 2011
Copyright:Attribution Non-commercial


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Be it enacted by the Senate and the House of Representative of the Philippines in the Congress assembled:
 - This shall be known as "The Securities Regulation Code"
Section 2.
Declaration of State Policy.
 – The State shall establish a socially conscious, free market that regulates itself, encourage the widest participation of ownership in enterprises, enhance the democratization of wealth, promote the deelopment of the capital market, protect inestors, ensure full and fair disclosure about securities, minimize if not totally eliminate insider trading and other fraudulent or manipulatie deices and practices which create distortions in the free market! To achiee these ends, this Securities Regulation Code is hereby enacted!
Section 3.
Definition of Terms.
- !#! "Securities" are shares, participation or interests in a corporation or in a commercial enterprise or profit-making enture and eidenced by a certificate, contract, instruments, whether written or electronic in character! $t includes%&a' Shares of stocks, bonds, debentures, notes eidences of indebtedness, asset-backed securities(&b' $nestment contracts, certificates of interest or participation in a profit sharing agreement, certifies of deposit for a future subscription(&c' )ractional undiided interests in oil, gas or other mineral rights(&d' *eriaties like option and warrants(&e' Certificates of assignments, certificates of participation, trust certificates, oting trust certificates or similar instruments&f' +roprietary or nonproprietary membership certificates in corporations( and&g' ther instruments as may in the future be determined by the Commission!!! "$ssuer" is the originator, maker, obligor, or creator of the security!!! ".roker" is a person engaged in the business of buying and selling securities for the account of others!!/! "*ealer" means many person who buys sells securities for his0her own account in the ordinary course of business!!1! "2ssociated person of a broker or dealer" is an employee therefor whom, directly e3ercises control of superisory authority, but does not include a salesman, or an agent or a person whose functions are solely clerical or ministerial!!4! "Clearing 2gency" is any person who acts as intermediary in making delieries upon payment effect settlement in securities transactions!!5! "63change" is an organized market place or facility that brings together buyers and sellers and e3ecutes trade of securities and0or commodities!!7! "$nsider" means &a' the issuer( &b' a director or officer &or any person performing similar functions' of, or a person controlling the issuer( gies or gae him access to material information about the issuer or the security that is not generally aailable to the public( &d'  2 goernment employee, director, or officer of an e3change, clearing agency and0or self-regulatory organization who has access to material information about an issuer or a security that is not generally aailable to the public( or &e' a person who learns such information by a communication from any forgoing insiders!!8! "+re-need plans" are contracts which proide for the performance of future serices of or the payment of future monetary considerations at the time actual need, for which plan holders pay in cash or installment at stated prices, with or without interest or insurance coerage and includes life, pension, education, interment, and other plans which the Commission may from time to time approe!
!#9! "+romoter" is a person who, acting alone or with others, takes initiatie in founding and organizing the business or enterprise of the issuer and receies consideration therefor!!##! "+rospectus" is the document made by or an behalf of an issuer, underwriter or dealer to sell or offer securities for sale to the public through registration statement filed with the Commission!!#! "Registration statement" is the application for the registration of securities re:uired to be filed with the Commission!!#! "Salesman" is a natural person, employed as such as an agent, by a dealer, issuer or broker to buy and sell securities!!#/! ";ncertificated security" is a security eidenced by electronic or similar records!!#1! ";nderwriter" is a person who guarantees on a firm commitment and0or declared best effort basis the distribution and sale of securities of any kind by another company!
 dministrative gency.
 – /!#! This Code shall be administered by the Security and 63change Commission &hereinafter referred to as the "Commission"' as a Collegial body, composed of a chairperson and &/' Commissioners, appointed by the +resident for a term of &5' seen years each and who shall seres as such until their successor shall hae been appointed and :ualified! 2 Commissioner appointed to fill a acancy occurring prior to the e3piration of the term for which his0her predecessor was appointed, shall sere only for the une3pired portion of their terms under +residential *ecree <o! 89-2! ;nless the conte3t indicates otherwise, the term "Commissioner" includes the Chairperson!/!! The Commissioners must be natural-born citizens of the +hilippines, at least forty &/9' years of age for the Chairperson and at least thirty-fie &1' years of age for the Commissioners, of good moral character, or un:uestionable integrity, of known probity and patriotism, and with recognized competence in social and economic disciplines%
, That the ma=ority of Commissioners, including the Chairperson, shall be members of the +hilippine .ar!/!! The chairperson is chief e3ecutie officer of the Commission! The Chairperson shall e3ecute and administer the policies, decisions, orders and resolutions approed by the Commission and shall hae the general e3ecutie direction and superision of the work and operation of the Commission and it>s members, bodies, boards, offices, personnel and all its administratie business!/!/! The salary of the Chairperson and the Commissioners shall be fi3ed by the +resident of the +hilippines based on the ob=ectie classification system, at a sum comparable to the members of the ?onetary .oard and commensurate importance and responsibilities attached to the position!/!1! The Commission shall hold meetings at least once a week for the conduct of business or as often as may be necessary upon the call of the Chairperson or upon the re:uest of &' Commissioners! The notice of the meeting shall be gien to all Commissioners and the presence of three &' Commissioners shall constitute a :uorum! $n the absence of the Chairperson, the most senior Commissioner shall act as presiding officer of the meeting!/!4! The Commission may, for purposes of efficiency, delegate any of its functions to any department of office of the Commission, an indiidual Commissioner or staff member of the Commission e3cept its reiew or appellate authority and its power to adopt, alter and supplement any rule or regulation!The commission may reiew upon its own initiatie or upon the petition of any interested party any action of any department or office, indiidual Commissioner, or staff member of the Commission!
Section #.
Po!ers and "unctions of the Commission
!– 1!#! The commission shall act with transparency and shall hae the powers and functions proided by this code, +residential *ecree <o! 89-2, the Corporation Code, the $nestment @ouses law, the )inancing Company 2ct and other e3isting laws! +ursuant thereto the Commission shall hae, among others, the following powers and functions%&a' @ae =urisdiction and superision oer all corporations, partnership or associations who are the grantees of primary franchises and0or a license or a permit issued by the Aoernment(&b' )ormulate policies and recommendations on issues concerning the securities market, adise Congress and other goernment agencies on all aspect of the securities market and propose legislation and amendments thereto(&c' 2pproe, re=ect, suspend, reoke or re:uire amendments to registration statements, and registration and licensing applications(
&d' Regulate, inestigate or superise the actiities of persons to ensure compliance(&e' Superise, monitor, suspend or take oer the actiities of e3changes, clearing agencies and other SRs(&f' $mpose sanctions for the iolation of laws and rules, regulations and orders, and issued pursuant thereto(&g' +repare, approe, amend or repeal rules, regulations and orders, and issue opinions and proide guidance on and superise compliance with such rules, regulation and orders(&h' 6nlist the aid and support of and0or deputized any and all enforcement agencies of the Aoernment, ciil or military as well as any priate institution, corporation, firm, association or person in the implementation of its powers and function under its Code(&i' $ssue cease and desist orders to preent fraud or in=ury to the inesting public(&=' +unish for the contempt of the Commission, both direct and indirect, in accordance with the pertinent proisions of and penalties prescribed by the Rules of Court(&k' Compel the officers of any registered corporation or association to call meetings of stockholders or members thereof under its superision(&l' $ssue subpoena duces tecum and summon witnesses to appear in any proceedings of the Commission and in appropriate cases, order the e3amination, search and seizure of all documents, papers, files and records, ta3 returns and books of accounts of any entity or person under inestigation as may be necessary for the proper disposition of the cases before it, sub=ect to the proisions of e3isting laws(&m' Suspend, or reoke, after proper notice and hearing the franchise or certificate of registration of corporations, partnership or associations, upon any of the grounds proided by law( and&n' 63ercise such other powers as may be proided by law as well as those which may be implied from, or which are necessary or incidental to the carrying out of, the e3press powers granted the Commission to achiee the ob=ecties and purposes of these laws!1!! The Commission>s =urisdiction oer all cases enumerated under section 1 of +residential *ecree <o! 89-2 is hereby transferred to the Courts of general =urisdiction or the appropriate Regional Trial Court%
, That the Supreme Court in the e3ercise of its authority may designate the Regional Trial Court branches that shall e3ercise =urisdiction oer the cases! The Commission shall retain  =urisdiction oer pending cases inoling intra-corporate disputes submitted for final resolution which should be resoled within one &#' year from the enactment of this Code! The Commission shall retain =urisdiction oer pending suspension of payment0rehabilitation cases filed as of 9 Bune 999 until finally disposed!
Section $.
#ndemnification and Responsibilities of Commissioners
!– 4!#! The Commission shall indemnify each Commissioner and other officials of the Commission, including personnel performing superision and e3amination functions for all cost and e3penses reasonably incurred by such persons in connection with any ciil or criminal actions, suits or proceedings to be liable for gross negligence or misconduct! $n the eent of settlement or compromise, indemnification shall be proided only in connection with such matters coered by the settlement as to which the Commission is adised by e3ternal counsel that the persons to be indemnified did not commit any gross negligence or misconduct! The costs and e3penses incurred in defending the aforementioned action, suit or proceeding may be paid by the Commission in adance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Commissioner, officer or employee to repay the amount adanced should it ultimately be determined by the Commission that he0she is not entitled to be indemnified as proided in this subsection!4!! The Commissioners, officers and employees of the Commission who willfully iolate this Code or who are guilty of negligence, abuse or acts of malfeasance or fail to e3ercise e3traordinary diligence in the performance of their duties shall be held liable for any loss or in=ury suffered by the Commission or other institutions such as a result of such iolation, negligence, abuse, or malfeasance, or failure to e3ercise e3traordinary diligence! Similar responsibility shall apply to the Commissioners, officers and employees of the Commission for &#' the disclosure of any information, discussion or resolution of the Commission of a confidential nature, or about the confidential operations of the Commission unless the disclosure is in connection with the performance of official functions with the Commission or prior authorization of the Commissioners( or &' the use of such information for personal gain or to the detriment of the goernment, the Commission or third parties% +roided, howeer, That any data or information re:uired to be submitted to the +resident and0or Congress or its appropriate committee, or to be published under the proisions of this Code shall not be considered confidential!
Section 7.
 – 5!#! To achiee the goals of this Code, consistent with the Ciil Serice laws, the Commission is hereby authorized to proide for its reorganization, to streamline its structure and operations, upgrade its human resource component and enable it to more efficiently and effectiely perform its functions and e3ercise its power under this Code!

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