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Frequently Asked Questions

Registration of Articles of Incorporation and By-Laws

1. What is a Corporation?
A juridical person created by operation of law and registered with the Securities
and Exchange Commission.
2. What is a stock corporation?
A corporation with authorized capital stock dividend into shares of stock either
with or without par value. A stock corporation is engaged in income generating
activities and is authorized to declare dividends.
3. What is a non-stock corporation?
A corporation with no authorized capital stock. It is organized for charitable,
religious, educational, professiona, cultural, fraternal, literary, scientific,
social civil service, or similar purposes, like trade, industry, agricultural and
like chambers, or any combinations thereof.
4. When is a corporation deemed to have a juridical personality?
A corporation is deemed imbued with juridical personality from the time the
Certificate of Incorporation is issued by the Securities and Exchange Commission.
5. What are the requirements for registration of a corporation?
A. Stock Corporation
B. Non-Stock Corporation
C. Foreign Corporation
6. Where can the proposed corporate or partnership name be verified?
The proposed corporate or partnership name can be verified online via Iregister
system of SEC; or thru Name Verification Unit at G/F Secretariat Building, PICC
Complex, Roxas Boulevard Pasay City; or thru Satellite Offices and SEC Extension
Offices.
7. If the proposed name is verified and reserved online, does this still need
confirmation from Name Verification Unit or SEC Satellite/Extension Offices?
Company names reserved online must be confirmed at the Name Reservation Unit, G/F
Secretariat Building, PICC Complex, Roxas Boulevard Pasay City or at any of the SEC
Satellite Offices within four (4) calendar days from date of online reservation.
Non-confirmation of reservation within the specified period will forfeit the online
reservation. Confirmation is required because the Corporation Code of the
Philippines, Sec. 18 provides that No corporate name may be allowed by the
Securities and Exchange Commission if the proposed name is identical or deceptively
or confusingly similar to that of any existing corporation or to any other name
already protected by law or is patently deceptive, confusing or contrary to
existing laws. Compliance therewith compels us to personally determine if reserve
names are not deceptively or confusingly similar or patently deceptive or confusing
to other registered entities. After confirmation, applicant must secure a
Reservation Payment Confirmation. A mere Reservation Notice is not sufficient for
the acceptance of any application for registration, or change of name of a
corporation or partnership. Once the Reservation Payment Confirmation has been
issued, the reservation fee must be paid at the Cashier, SEC Main Office or at any
of the designated Landbank branches.
8. If the proposed name has been allowed for use, would there be fees required
to reserve and where shall the payment be made?
Yes.To reserve a name the SEC collects P100.00 as reservation fee for thirty days.
The payment can be thru SEC Cashier or thru on collection systems of Landbank.
9. Does SEC have online fill-out form for the AI-BL?
A. Stock Corporation
B. Non-Stock Corporation
C. Foreign Corporation
10. What are the contents of the AI?
The contents of the AI are the following:
a)The name of the corporation
b)The specific purpose or purposes for which the corporation is being incorporated
c)The place where the principal office of the corporation is to be located, which
must be within the Philippines
d)The term of which the corporation is to exist
e)The names, nationalities and residences of the incorporators
f)The number of directors or trustees, which shall not be less than five (5) nor
more than fifteen (15)
g)The names, nationalities and residences of persons who shall act as directors or
trustees until the first regular directors or trustees are duly elected and
qualified
h)If it be a stock corporation, the amount of its authorized capital stock in
lawful money of the Philippines, the number of shares into which it is divided, and
in case the share are par value shares, the par value of each, the names,
nationalities and residences of the original subscribers, and the amount subscribed
and paid by each on his subscription, and if some or all of the shares are without
par value, such fact must be stated.
i)If it be a non-stock corporation, the amount of its capital, the names,
nationalities of the contributors and the amount contributed by each
j)The name of the treasurer-in-trust
k)Tranfer clause
l)Such other matters as are not inconsistent with law and which the incorporators
may deem necessary and convenient
11. Is there a rule on the approval of the corporate and partnership names?
Yes. The Corporation Code of the Philippines provides in Section 18 that no
corporate name may be allowed by the SEC if the proposed name is identical or
deceptively or confusingly similar to that of any existing corporation or to any
other name already protected by law or is patently deceptive, confusing or contrary
to existing laws.
12. Does SEC have guidelines on the approval of corporate and partnership names?
Yes. In implementing Section 18 of the Corporation Code, the Commission has adopted
Guidelines in the approval of corporate and partnership names.
13. What do you mean by incorporators?
Are the individual persons originally forming the corporation and are the
signatories in the Articles of Incorporation.
14. What are the requirements on incorporators?
All incorporators must be natural persons, of legal age, their number must be at
least five (5) and not more than fifteen (15), every incorporator is subscriber of
at least one share, and majority of the incorporators are residents of the
Philippines.
15. Are foreigners allowed as incorporators?
Yes provided that all requirements for incorporators are complied with and provided
further that the business activity of the corporation is not fully reserved for
Filipino ownership.
16. Can all incorporators be foreigners?
Yes. Provided that all the requirements for incorporators under the Corporation
Code are complied with and this is true for registration under the Foreign
Investment Act of 1991 as amended by RA 8179.
17. How many Directors/trustees may a corporation have?
For a stock corporation, the number of directors must be at least five (5) but not
more than fifteen (15). For a non-stock corporation, the number of trustees must be
at least five (5) and could be more than fifteen. For religious societies, the
number of trustees must be at least five (5) but not more than fifteen (15). For
non-stock educational corporation, the number of trustees must be at least five (5)
but not more than fifteen (15) and the number of trustees must be in multiples of
five (5). And, for a corporation sole, the trustee is only one (1).
18. What are the requirements on directors/trustees?
a)Natural person and is of legal age
b)Compliant with the required number required under the Corporation Code
c)Majority of the directors are residents of the Philippines
d)Holder of at least one share or a member in case of non-stock corporations
e)Not convicted by final judgement of an offense punishable by imprisonment for a
period exceeding six years, or a violation of the Code committed within five (5)
years prior to the date of his election or appointment.
19. What is the difference between directors and trustees?
For stock corporations, the appropriate term is "director". For non-stock
corporations the appropriate term is "trustees". In a non-stock corporations
however, the trustees may be called by other than trustees (i.e. directors)
provided that the term used is identified as such in the Articles of Incorporation
referring to trustees.
20. Can foreigners be elected as director?
Yes. Except in corporations whose business activities are hundred percent reserved
for Filipinos.
21. Is there any limit on the number of seat for foreigners in the board?
Yes. If the business activity is partly nationalized, the number of seat for
foreigners in the board of directors is in proportion of their present foreign
equity to the number of directors as stated in the Articles of Incorporation. Also,
the number of their seats should not exceed the proportion of the allowable foreign
equity to the number of the directors in the AI in accordance with Anti-Dummy Law.
22. If the corporation is registered under the Foreign Investment Act, can
foreigners be all the directors?
Yes. It is subject however to compliance with the requirements of the Corporation
Code on Directors (i.e. majority are residents of the Philippines).
23. Can foreigner sit as trustee in a non-stock corporation?
Yes. If its a non-stock corporation and is engaged in partially nationalized
activities, the foreigners number of seat in the trustees should be compliant with
the provision of Anti-Dummy Law.
24. Is there any requirement of the Corporation Code on primary purpose and
secondary purposes to be indicated in the Articles of Incorporation?
Yes. Under Sec. 15 of the Code it states that if there is more than one purpose,
indicate primary and secondary purpose.
25. Is there any limit on number of secondary purposes?
None. As many secondary purposes a corporation would like to engage except if the
business activities in the primary and secondary are prohibited by existing laws to
be in the Articles of Incorporation of one and the same corporate entity.
26. What are business activities not allowed to be in the primary and secondary
purposes at the same time?
a)Business activities of overseas recruitment and travel agency cannot be in single
entity pursuant ot the implementing rules and regulations of the Labor Code of the
Philippines;
b)A corporation sole or religious society and school as the school should be
incorporated distinct with a religious corporation.
27. Are there business activities that no foreign's ownership is allowed?
Yes. These business activities are fully reserved to Filipino citizens as follow:
a)Mass Media
b)Practice of professions
c)Retail trade enterprises with paid-up capital of less than US$2,500,000
d)Private Security Agencies
e)Small scale mining
f)Utilization of marine resources in archipelagic waters, territorial sea, and
exclusive eonomic zone as well as small-scale utilization of natural resources in
rivers, lakes, bays and lagoons
g)Ownership, operation and management of cockpits
h)Manufacture of firecrackers and other pryrotechnic devices.
28. Are there business activities wherein up to twenty five percent (25%)
foreigners ownership is allowed?
Yes. Participation of foreigners to the extent of 25% is allowed in the following:
a)Private radio communications network
b)Private recruitment whether for local of overseas recruitment
c)Contract for the construction and repair of locally funded public works
d)Contracts for the construction of defense related structures.
29. Are there business activities wherein up to thirty percent foreigner's
ownership is allowed?
Yes. It's the business activity of advertising.
30. Are there business activities wherein up to forty percent of foreigner's
owenship is allowed?
Yes. These business activities are as follows:
a)Exploration, development and utilization of natural resources
b)Ownership of private lands
c)Operation of public utilities
d)Educational institutions other than those established by religious groups and
mission boards
e)Culture, production, milling, processing, trading except retailing of rice and
corn and acquiring, by barter, purchase or otherwise, rice and corn and the by-
products thereof
f)Contracts for the supply of materials, goods and commodities to government-owned
or controlled corporation, company, agency or municipality
g)Facility operator of an infrastructure or a development facility requiring a
public utility franchise
h)Operation of deep-sea commercial fishing vessel
i)Adjustment companies
j)Ownership of condominium units
k)Manufacture, repair, storage, and/or distribution of products and/or ingredients
requiring Philippine National Police (PNP) Clearance
l)Manufacture, repair, storage and/or distribution of products requiring Deparment
of National Defense (DND) clearance
m)Manufacture and distribution of dangerous drugs
n)Sauna and steam bathhouses, massage clinics and like other activities regulated
by law because of risks posed to public health and morals
o)Domestic market enterprises with paid-in equity capital of less than the
equivalent of US$200,000
p)Domestic market enterprises, which involved advanced technology or employ at
least fifty direct employees with paid-in equity capital or less than the
equivalent of US$100,000
31. Are there business activities wherein foreigner's ownership could be more
than forty (40) percent up to one hundred percent?
Yes.
a)Export enterprises and
b)Domestic market enterprises with paid-in equity capital of at least the
equivalent of US$200,000
c)Domestic market enterprises, which involved advanced technology or employ at
least fifty direct employees with paid-in equity capital of at least the equivalent
of US$100,000
32. Are practices of professions allowed in corporate form?
The general rule is NO. However, there are practices of professions allowed now in
corporate form as follow
a)Practice of architecture
b)Practice of interior design
c)Practice of real estate services
d)Practice of customs brokerage
33. What is authorized capital stock?
This is the total amount of shares a corporation is allowed to issue if the shares
have a par value. If the shares do not have a par value, the corporation does not
have an authorized capital stock but it has an authorized number of shares it may
issue.
34. What is subscribed capital stock?
It refers to the total number of shares issued or subscribed by the stockholders.
35. What do you mean by pre-incorporation subscription?
It refers to the required number of shares to be subscribed for purposes of
incorporation. The pre-incorporation subscription should be stated in the Articles
of Incorporation.
36. Is there a minimum amount of subscribed capital stock?
Yes. Under the Corporation Code, at least 25% of the amount subscribed must be
paid-up.
37. Is there a minimum amount of paid-up capital stock?
Yes. Under the Corporation Code, at least 25% of the amount subscribed must be
paid-up and in no case be less than Five Thousand (P5,000.00) Pesos. The foregoing
amount however shall not apply, if there is a law, rule or regulation of other
regulatory agencies requiring a higher minimum paid-up capital.
38. What is paid-in capital?
It refers to the amount paid by subcribers over and above the par value of shares
or the issue value in no-par value shares.
39. What are the considerations for issuance of shares?
Under Sec. 62 of the Corporation Code, stocks shall not be issued for a
consideration less than the par or issued price thereof. Consideration for the
issuance of stock may be any or a combination of any two or more of the following:
(1)Actual cash paid to the corporation;
(2)Property, tangible or intangible, actually received by the corporation and
necessary or convenient for its use and lawful purposes at a fair valuation equal
to the par or issued value of the stock issued;
(3)Labor performed for or services actually rendered to the corporation;
(4)Previously incurred indebtedness of the corporation;
(5)Amounts transferred from unrestricted retained earnings to stated capital; and
(6)Outstanding shares exchanged for stocks in the event of reclassification or
conversion. Where the consideration is other than actual cash, or consists of
intangible property such as patents or copyrights, the valuation thereof: shall
intially be determined by the incorporators or the board of directors, subject to
the approval by the Securities and Exchange Commission.
40. What is contributed capital?
It refers to the amount contributed to non-stock corporations.
41. Is there a minimum amount for contributed capital in non-stock corporations?
Any amount will suffice as a general rule. However, in the case of registration of
a "foundation", the minimum contributed capital is P1,000,000.00. The amount is
required to be deposited in the bank in the name of the treasurer-in-trust. For
registration, a bank certificate of deposit is required for the P1,000,000.00.
42. If the payment is other than cash for shares, what are the additional
requirements for each and every consideration for the issuance of shares?
The additional requirements are as follow:
a.Land and/Building/Condominium unit

1. Detailed schedule of the property showing the registered owner, location area,
TCT/CC No., tax declaration No., and the basis of transfer value (appraised/market
value/assessed value/zonal value) certified by the treasurer

2. Copy of TCT/CCT and tax declaration sheet certified by Register of Deeds and
Assessor's Office, respectively

3. Latest zonal value certfied by BIR, if transfer value is based on zonal value

4. Appraisal report by authorized appraiser, if transfer value is bases on


appraised value (not more than 6 month old)

5. Deed of assignment
6. If property is mortgaged, submit mortgagee/credits certification on the
outstanding loan balance and written consent to the transfer of property

7. For assignment of building where assignsor is nor owner of the land, submit
lease contract on land and consent of landowner to the transfer

8. Affidavit of Undertaking by an incorporator of the corporation to submit the


proof of transfer to the corporation within the prescribed period

a.Untitled Lands

1. Certification of the Barangay Chairman where the property is located, and at


least two (2) adjoinining property owners or possessors, attesting that the subject
land had been in the possessor's open, peaceful, continuous and uninterrupted
exclusive possession in the concept of an owner for at least thirty (30) years and
the possessor had been introduced improvements thereof, if any

2. Duplicate original or certified true copies of the tax declaration sheets

3. Latest realty tax receipts

4. Affidavit by the transferor attesting continuous and open possession of the


property and that the property is not tenanted

5. Affidavit of Non-Tenancy executed by Barangay Chairman of place where the


property is located

6. Duplicate original or certified true copies of any deed, conveyance, mortgage,


lease or other voluntary instrument affecting the property recorded in the Register
of Deeds for the province or city where the land is situated

7. Affidavit executed by the transferor attesting to the:


a. Existence (or non-existence) of easements over the untitled property
b. Kind/description of the easement and its location
c. Whether the transferor is the dominant estate or the servient estate, by virtue
of such easements

8. Under oath undertaking of the tranferor/subscriber to answer for any liability


that the corporation might incur by virtue of the acceptance of said property as
paid-up capital

9. Clearance or certification from the Department of Agrarian Reform (DAR)


attesting the following:
a. There is no other claimant to the untitled land
b. It has not issued any Certificate of Land Ownership Award (CLOA) over the
property to any other party or
c. The land is exempt from the coverage of the Comprehensive Agrarian Reform
Program (CARP)

10. Blue print Survey of the Plan as approved by the Bureau of Lands

11. Detailed schedule of the property showing its registered owner, location, area,
tax declaration number and the basis of tranfers value (market value/assessed
value/zonal value or appraised value)

12. Latest zonal valuation certified by BIR, if transfer value is based on zonal
value
13. Appraisal report by authorized appraiser, if transfer value is based on
appraised value (not more than 6 month old)

14. Deed of assignment

15. Affidavit of undertaking to submit certified true copy of the original


certificate of title in the name of tranferee-corporation within one (1) year from
the date of receipt of the approval of the application

c.Inventories/Furniture/Personal Properties
1. Detailed schedule of the properties showing the description and the transfer
value certified by the treasurer

2. Deed of assignment

d.Heavy Equipment and Machinery

1. Detailed schedule of the property showing the description and transfer value
certified by the treasurer

2. Appraisal report by authorized appraiser (not more than 6 month old). If the
property is imported, valuation-report with description of the property by the
Bangko Sentral ng Pilipinas.

3. Deed of assignment

e.Shares of Stock

1. Detailed schedule of the shares of stock showing the name of stockholder, stock
certificate number, number of shares and the basis of transfer value whether market
or book value certified by the treasurer

2. Audited financial statements of the investee company as of the last fiscal year
stamped received by BIR and SEC

3. Deed of Assignment

4. Certification by the Corporate Secretary of the investee company that the shares
of stock are outstanding in the name of assignor

5. Photocopy of the stock certificate (present original for verification)

6. Latest market quotation in newspaper or certification from stock exchange/broker


as to latest market price of the shares of stock (if listed in the Stock Exchange)

7. Affidavit of Undertaking by an incorporator of the corporation to submit the


required proof of the transfer within the prescribed period

f.Motor Vehicle

1. Detailed schedule of the motor vehicle showing the registered owner, make/model,
plate number, chassis number, motor number, certificate of registration number and
market value certified by the treasurer

2. Photocopy of the Certificate of Registration and latest Official Receipt of


Registration (present the original for verification)

3. Appraisal report by authorized appraiser (not more than six month old)
4. Deed of assignment

5. Affidavit of undertaking by an incorporator of the corporation to submit the


required proof of transfer within the prescribed period

g.Sea Vessel/Aircraft

1. Detailed schedule of the vessel/aircraft showing registered owner, registry


number, technical description, and appraised value certified by the treasurer

2. Certified true copy of the certificate of ownership

3. Appraisal report by authorized appraiser (not more than 6 month old)

4. Certificate of seaworthiness/airworthiness issued by appropriate government


agency

5. Deed of assignment

6. Affidavit of Undertaking by an incorporator of the corporation to submit the


required proof of transfer within the prescribed period

h.Intangible

1. Photocopy of the System Purchase Agreement or any documents as proof of


ownership (for a software)

2. Copy of certificate of Registration of Intellectual Property Rights, mining


permit for mining claims or rights

3. Appraisal report by an accredited appraisal company or licensed Filipino mining


engineer for mining rights/claims (not more than 6 month old)

4. Deed of Assignment

i.Net Assets (by way of conversion of single proprietorship/partnership into


corporation or by spin-off)

1. Audited Financial Statements (AFS) of single proprietorship/partnership/division


of a corporation for spin-off as of last fiscal year

2. Long-form audit report of item no. 1

3. Deed of Assignment of the assets and liabilities to the corporation

4. List of creditors showing the amount due to each creditor as of date of the AFS
certified by the auditor or certified under oath by the company accountant and
written consent of creditors

5. Detailed schedule of properties with certificate of registration/title and their


respective book values certified by the company accountant

6. Photocopy of the certificate of registration of the motor vehicles (present


original for verification)

7. Copy of TCT/CCT and tax declaration sheets certified by the Register of Deeds
and Assessor's Office, respectively

8. Photocopy of stock certificate (present original for verification)


9. DTI Certificate of Registration (for single proprietorship)

10. Affidavit of Undertaking by an incorporator of the corporation to submit the


required proof of transfer within the prescribed period

43. What are the classifications of shares of stock?


The shares of stock may be classified as common, founders, preferred, par or no-par
value shares, voting or non-voting shares and redeemable shares.
44. What are the features of common shares?
Common shares must always be voting shares. Common shares can be par value shares
or no-par shares.
45. What are the features of preferred shares?
Preferred shares must always be par value shares. Preferred shares can be voting or
non-voting shares. The preferred shareholders may be given preference in the
distribution of the assets of the corporation in case of liquidation and in
distribution of dividends, or such other preferences as may be stated in the
articles of incorporation.
46. What are the features of founders'shares?
Founders'shares classified as such in the articles of incorporation may be given
certain rights and privileges not enjoyed by the owners of other stocks, provided
that where the exclusive right to vote and be voted for in the election of
directors is granted, it must be for a limited period not to exceed five (5) years
subject to the approval of the Securities and Exchange Commission. The five-year
period shall commence from the date of the aforesaid approval by the Securities and
Exchange Commission.
47. What are the features of redeemable shares?
Redeemable shares may be issued by the corporation when expressly so provided in
the articles of incorporation. They may be purchased or taken up by the corporation
upon the expiration of a fixed period, regardless of the existence of unrestricted
retained earnings in the books of the corporation, and upon such other terms and
conditions as may be stated in the articles of incorporation, which terms and
conditions must also be stated in the certificate of stock representing said
shares.
48. What are the features of no-par value shares?
Shares of capital stock issued without par value shall be deemed fully paid and
non-assessable and the holder of such shares shall not be liable to the corporation
or to its creditors in respect thereto. Shares without par value may not be issued
for a consideration less than the value of Five (5.00) pesos per share. The entire
consideration received by the corporation for its no-par value shares shall not be
available for distribution as dividends.
49. Are there corporate entities not allowed to issue no-par value shares?
Yes. They are banks, trust companies, insurance companies, public utilities, and
building and loan associations.
50. Do we allow domestic corporations as hundred percent owned by foreigners?
Yes. The registration will be under the Foreign Investment Act of 1991 (FIA), as
amended by R.A. 8179. The Foreign Investment Negative List will serve as guide to
allow registration. The corporation may be registered as export or as domestic
market enterprise.
51. What is an export enterprise under FIA?
The term "export enterprise" shall mean an enterprise wherein a manufacturer,
processor or service (including tourism) enterprise exports sixty percent (60%) or
more of its output, or wherein a trader purchases products domestically and exports
sixty percent (60%) or more of such purchases.
52. What is domestic market enterprise under FIA?
The term "domestic market enterprise" shall mean an enterprise, which produces
goods for sale, or renders services to the domestic market entirely or if exporting
portion of its output fails to consistency export at least sixty percent (60%)
thereof.
53. What are the requirements for treasurer?
Treasurer must be Filipino citizen in corporations with fully or partly
nationalized business activities in view of the provisions of the Anti-Dummy Law.
However, in non-nationalized business activities, the foreigner is allowed as
treasurer.
54. What is a transfer clause?
It is stated as follows in the articles of incorporation: No transfer of stock or
interest which shall reduce the ownership of Filipino citizens to less than the
required percentage of the capital stock as provided by existing laws shall be
allowed or permitted to be recorded in the proper books of the corporation and this
restriction shall be indicted in all stock certificates issued by the corporation.
55. When is a transfer clause required in the articles of incorporation?
It is required to be set forth in the articles of incorporation of corporations
which will engage in any business or activity reserved for Filipino citizens.
56. Is there a need to have AI notarized?
Yes. Notarial Acknowledgement of the Articles of Incorporation is required under
the Corporation Code.
57. What are the contents of By-laws?
A private corporation may provide in its by-laws for:
(1)The time, place and manner of calling and conducting regular or special meetings
of the directors or trustees;
(2)The time and manner of calling and conducting regular or special meeting of the
stockholders or members;
(3)The required quorum in meeting of stockholders or member and the manner of
voting therein;
(4)The form for proxies of stockholders and members and the manner of voting them;
(5)The qualifications, duties and compensation of directors or trustees, officers
and employees;
(6)The time for holding the annual election of directors or trustees and the mode
of manner of giving notice thereof
(7)The manner of election or appointment and the term of office of all officers
other than directors or trustees;
(8)The penalties for violation of the by-laws;
(9)In the case of stock corporation, the manner of issuing stock certificates; and
(10)Such other matters as may be necessary for the proper or convenient
transactions of its corporate business and affairs.
58. What is the requirement on annual meeting?
The annual meeting date should be a specific date (i.e. January 28).
59. What is the requirement on the fiscal year?
The fiscal year could be calendar year or a twelve-month period.
61. If the BL is filed after incorporation, what are the requirements?
Three copies of By-laws signed by stockholders representing majority of the
outstanding capital stock or majority of the members in case of non-stock
corporation and the adooption was certified by majority of the board and the
corporate secretary that the by-laws was adopted by the votes required under the
Corporation Code.
60. Can BL be filled simultaneous with the Articles of Incorporation?
Yes. The By-laws must be signed by all of the incorporators.
Registration of a Partnership

1. What is a partnership?
Article 1767 of the Civil Code defines a partnership. Thus: "Article 1767. By the
contract of partnership two or more persons bind themselves to contribute money or
industry to a common fund, with the intention of dividing the profit among
themselves."
A partnership exists where two or more individuals' combine their capital,
property, skill or labor, or all of these, for the transaction of a lawful business
for gain, upon an understanding that profits or losses shall be shared or borne by
them in certain proportions.
2. How is partnership distinguished with corporation?
In Creation: A partnership is created by mere agreement of the parties, being a
consensual contract and governed by Articles 1767 to 1867 of the Civil Code of the
Philippines
A corporation is created by operation of law, which is the Corporation Code of the
Philippines. It is now created by the mere agreement of the incorporators. It is
the State, which will authorize its incorporation to be recognized as a legal
entity.

In number of persons:

Partnership may be formed by only two (2) persons.

A corporation requires at least five (5) incorporators for purposes of


incorporation.

In the acquisition of juridical personality:

A partnership commences from the time of the execution of the Articles of


Partnership or the contract, unless it is otherwise stipulated, and its recording
with the Securities and Exchange Commission (SEC) is not necessary to give it
juridical personality.

A corporation acquires juridical personality only from the date of issuance of the
Certificate of Incorporation by the SEC.

In management:

In a partnership, each partner can act for the partnership. The general rule is
that each partner is an agent of the partnership and his acts and contracts are
binding thereon unless otherwise provided in the articles of partnership.

In a corporation, the management of corporate affairs is vested in a board of


directors or trustees.

In liability of members:

In a partnership, the partners are personally liable for the full extent of the
debts of the partnership. This is based on the rule that the acts and contracts of
a partnership are those of the individual members thereof, except that the limited
partners as such are not bound by the obligations of the partnership (Article 1843,
Civil Code).

In a corporation, the stockholders cannot be made personally liable for the debts
of a corporation beyond the amount of their subscriptions. This is based on the
rule that the debts of a corporation are the debts of a legal entity and are not
the debts of the individual stockholders.

In duration:

A partnership may exist indefinitely under the articles of partnership, which is


known as a "partnership at will".

A corporation can exist only for fifty (50) years and extendable to more than fifty
(50) years in any one instance.

In effect of death of a member:


In a partnership where there are only two (2) partners, the death of one partner
automatically dissolves the partnership.

In a corporation, death of a stockholder does not dissolve a corporation because


one of the attributes of a corporation is the right to succession.

In manner of dissolution:

A partnership can be dissolved at any time by the will of any or all of the
partners.

In a corporation, a corporation may be dissolved only with the approval and consent
of the State.

3. Does SEC register joint ventures?


Two or more corporations may enter into a joint venture through a contract or
agreement if the nature of the venture is in line with the business authorized by
their charters, which contract/agreement need not be registered with the SEC,
provided the joint venture will not result in the formation of a new partnership or
corporation.
Thus, if the joint venture/consortium results in the formation of a corporation or
partnership, the same has to be registered with the Commission.

4. What are the different kinds of partnership?


We have the general partnership, limited partnership, partnership at will and
general professional partnership.
5. What is a general partnership?
General partnership: The general partners are liable for the contracts and
obligations of the partnership pro-rata with their individual private or personal
property after exhaustion of partnership assets. A general partnership will never
have a limited partner.
6. What is a limited partnership?
Limited partnership: A partnership composed of one or more general partners and one
or more limited partners. The limited partner is only liable to the extent of the
capital contributed by him for the contracts and obligations of the partnership. A
limited partnership should always have one or more general partners. Its
partnership name must contain the word "Limited "or "Ltd.".
Partnership at Will: A partnership whose term of existence is indefinite. It may be
dissolved at will by any partner, at any time he pleases and at a moment's notice.
7. What is a general professional partnership?
A general professional partnership is a partnership formed for the exercise of a
profession, like law, accounting, engineering, architecture.
8. What are the requirements for registration of a partnership?
Requirements for Registration of a Partnership
9. What is an Articles of Partnership?
The Articles of Partnership is the name given to an instrument in writing by which
the parties enter into a contract or agreement of partnership. The principal parts
of Articles of partnership are as follows:
a. Partnership name under which the company shall transact business
b. Names, nationalities and residences of the partners. If it is a limited
partnership, the kind of partner, whether general or limited
c. Principal office of the partnership
d. Purpose or purposes of the partnership
e. Duration or term of existence of the partnership
f. Capital of the partnership
g. Transfer clause
h. Undertaking to change partnership name
i. Other provisions, conditions, terms and stipulations
j. Signatures of the partners
k. Notarial Page
10. Is there a fill-up form for Articles of Partnership?
Form for Articles of Partnership
11. Can a foreigner be a partner in a partnership?
Yes. Subject to allowable foreign partners interest under Foreign Investment
Negative List
12. Are corporations allowed as partners?
The general rule is that a corporation cannot enter into a contract of partnership
with an individual or another company. A corporation has no implied power to become
partner with an individual or another corporation.
Otherwise the corporation would be bound by the acts of persons who are not its
duly-appointed and authorized agents and officers, contrary to the rule that a
corporation shall manage its own affairs through its board of directors.

However, if the Articles of Incorporation of a corporation expressly authorizes it


to enter into a contract of partnership with an entity, this can be an exception to
the general rule.

13. Are foreign corporations allowed as partners?


Yes. A foreign corporation may enter into a contract of partnership, provided it is
authorized to do so by its charter or statute.
Merger and Consolidation

1. What is Merger?
Merger is one where a corporation absorbs the other and remains in existence while
others are dissolved. (Section 76, Corporation Code of the Philippines).
Merger is a union whereby one or more existing corporations are absorbed by another
corporation which survives and continues the combined business. (PNB vs. Adrada
Electronic & Engineering Co.)

2. What is Consolidation?
Consolidation is one where a new corporation is created, and consolidating
corporations are extinguished. (Section 76, Corporation Code of the Philippines)
Consolidation is the union of two or more existing corporations to form a new
corporation called the Consolidated Corporation. (PNB vs. Andrada Electric &
Engineering Co.)

3. What are the distinctions between Merger and Consolidation?


In both merger and consolidation, two or more corporations are involved and merged
or consolidated into one corporation. Their distinctions are as follows
In Merger, all of the constituent corporations involved in the merger are dissolved
except one, while in consolidation, all consolidated corporations are dissolved
without exception; In merger, no new corporation is created while in consolidation,
a single new corporation emerges; In merger, the surviving corporation acquires all
the assets, liabilities and capital stock of all constituent corporations, while in
consolidation, all assets, liabilities and capital stock of all consolidated
corporations are transferred to the new corporation.
4. What are the votes required?
Plan for merger or consolidation shall be approved by majority vote of each of the
board of the concerned corporations at separate meetings, and approved by 2/3 of
the outstanding capital stock of members for non-stock corporations.
5. What are the requirements for Merger/Consolidation?
Requirements for Merger/Consolidation
6. How much is the filing fee for Merger or Consolidation of Corporations?
1/5 of 1% of total equity of the absorbed corporation/s but not less than P3,000.00
7. How about in case of simultaneous filing of application in Merger for
increase of authorized capital stock by surviving corporation? How much is the
filing fee?
Filing fee of for increase in capital stock or the filing fee for Merger whichever
is higher.
8. In consolidation where the total equity of constituent corporations is
different from the authorized capital of the consolidated corporation, how much is
the filing fee?
1/5 of 1% of total equity of the constituent corporations or the filing fee for
Articles of Incorporation whichever is higher
NOTE:
SEC. 17. Compulsory Notification - Parties to the merger or acquisition agreement
referred to in the preceding section wherein the value of the transaction exceeds
one billion pesos (P1,000,000,000.00) are prohibited from consummating their
agreement until thirty (30) days after providing notification to the Commission in
the form and containing the information specified in the regulations issued by the
Commission: Provided, That the Commission shall promulgate other criteria, such as
increased market share in the relevant market in excess of minimum thresholds, that
may be applied specifically to a sector, or across some or all sectors, in
determining whether parties to a merger or acquisition shall notify the Commission
under this Chapter. (Sec. 17, Chapter IV, R.A. No. 10667, Philippine Competition
Act of 2014)
Licensing of Foreign Corporations

1. What is a Foreign Corporation?


A foreign corporation is one formed, organized or existing under any laws other
than those of the Philippines and whose laws allow Filipino citizens and
corporations to do business in its own country or state. It shall have the right to
transact business in this country in accordance with this Code and a certificate of
authority from the appropriate government agency. (Section 123, CCP)
2. What are the kinds of foreign corporation?
Branch Office of a foreign company carries out the business activities of the head
office and derives income from the host country; (IRR of Republic Act No.
7042,Foreign Investment Act of 1991) Representative or liaison office deals
directly with the clients of the parent company but does not derive income from the
host country and is fully subsidized by its head office. It undertakes activities
such as but not limited to information dissemination and promotion of the company's
product as well as quality control of products. (IRR of Republic Act No. 7042,
Foreign Investment Act of 1991) Regional Operating Headquarters (ROHQ) shall mean a
foreign business entity which is allowed to derived income in the Philippines by
performing qualifying services to its affiliates, subsidiaries or branches in the
Philippines, in the Asia-Pacific Region and other foreign markets. (R.A. No. 8756,
Nov. 23, 1999) Regional or Area Headquarters shall mean an office whose purpose is
to act as an administrative branch of a multinational company engaged in
international trade which principally serves as a supervision, communications and
coordination center for its subsidiaries, branches or affiliates in the Asia-
Pacific Region and other foreign markets and which does not earn or derive income
in the Philippines (R.A. No. 8756, Nov. 23, 1999)
3. What are the requirements for Branch and Representative Office?
Downloadable Application Forms:
Form F-103 - for Branch Office
Form F-104 - for Representative Office
Form F-108 - for Non-Stock

View Documentary Requirements

4. How much is the minimum paid-up capital for Domestic Market?


Small and medium-sized domestic market enterprises with paid-in equity capital less
than the equivalent of Two hundred thousand US dollars (US$200,000.00), are
reserved to Philippine nationals: Provided, That if: (1) they involved advanced
technology as determined by the Department of Science and Technology; or (2) they
employ at least (50) direct employees, then a minimum paid-in capital of One
hundred thousand US dollars (US$100,000.00) shall be allowed to non-Philippine
nationals.(Sec, 8,R.A.No. 7042, Foreign Investment Act of 1991)
5. How much is the filing fee for Application of Stock Corporations? for Branch
office?
The filing fee is 1% of the actual inward remittance of the corporation converted
into Philippine Currency but not less than P 3,000.00.
6. How much is the filing fee for Representative office?
The filing fee is 1/10 of 1% of the actual inward remittance of the corporation
into Philippine currency but not less than P3,000.00.
7. How much is the filing fee for non-stock foreign corporation?
The filing fee is P3,000.00, plus 1% of the filing fee (LRF).
8. How much is the filing fee for application for area or regional headquarters?
The filing fee is P5,000.00, plus 1% of the filing fee (LRF).
9. How much is the filing fee for application for Regional operating
headquarters or petition for conversion of an Area or Regional Headquarters into a
Regional Operating headquarters?
The filing fee is 1% of the actual remittance but not less than 1% of peso
equivalent of $200,000 at the time of remittance.
10. How much is the filing fee for Petition for Amendment of License of license
of a foreign corporation?
The filing fee is P3,000.00, 1% of the filing fee (LRF).
11. What provisions can be subject of an amendment in the Articles of
Incorporation and By-laws of a Foreign Corporation?
Change of Corporate Name; Change of Purpose; Change of Resident Agent; Change of
Address; Change of Fiscal year.
12. What are the requirements for change of Foreign Corporation's name?
Authenticated board resolution approved and signed by the Directors;
Name of Verification slip; Undertaking to Change Name; Authenticated Articles of
Incorporation; Petition/Letter
13. How much is the filing fee for change of name?
The filing fee is P2,020.00. However, if the parent company effected change of name
abroad, there is an additional payment amounting to P2,020.00.
14. May the Foreign Corporation add, change or modify their purpose? How?
Yes, by way of filing of an application for Amendment of purpose.
15. What are the requirements for Change of purpose?
Authenticated Board Resolution approved and signed by majority of the Directos;
Amended Articles of Incorporation; Petition/Letter.
16. How much is the filing fee for change of purpose?
The filing fee is P2,020.00
17. What is the requirement/s for Change of resident agent?
Authenticated Board Resolution (the substituted agent must be specified);
Acceptance of New Resident Agent; Petition/Letter for Change of Resident Agent
18. How much is the filing fee for change of resident?
The filing feee is P1,010.00.
19. What is the requirement/s for Change of address or change of fiscal year?
Change of address or change of fiscal year can be amended by filing a Notification
Update Form
Anti-dummy Law Related Matters

1. What is the coverage of the Anti-dummy Law?


Section 2-A of the Anti-Dummy Law prohibits the employment by any person,
corporation, or association of an alien, who shall intervene in the management,
operation, administration or control thereof, whether as officer, employee,
laborer, when the exercise or enjoyment of the property or of the franchise,
privilege, or business engaged in by such person, corporation or association “is
expressly reserved by the Constitution or the law to the citizens of the
Philippines” or “corporations or associations at least 60%of the capital of which
is owned by such citizens.” Hence, the Anti-Dummy Law comes into operation if the
corporation concerned is engaged in a wholly or partially nationalized activity.
2. If the corporation is covered by Anti-dummy Law, can a foreigner be elected
as an director? or officer?
A foreigner may elected as board of directors in proportion to their allowable
participation.
However, The foreigner cannot be an officer in a corporation engaged in a
nationalized or partly nationalized activity within the coverage of Anti-dummy Law.

Filing an Appeal

1. What department do you file your appeal to en banc?


Your Appeal should be filed before the Office of General Counsel
2. What are the documentary requirements of filing an appeal?
a) A Notice of Appeal;
b) Memorandum of Appeal;

c) A Verified Pleading;

d) Secretary’s Certificate; and

e) A Certified True Copy of the Order being appealed.

3. How much is the appeal fee?


In pursuance of the MC No. 03 s.2017: Consolidated Schedule of Fees and Charges,
the amount is Three Thousand Pesos Only (Php3,000.00).
***If the above information did not satisfy your inquiry, please call the Office of
the General Counsel at telephone number (632) 818-5418.
Foreign Investment Act Matter

1. How would I know if an activity is a nationalized or partly nationalized


activity?
Republic Act No. 7042, also known as the “Foreign Investments Act of 1991”, as
amended by R.A. 8179, provides for the formulation of a Regular Foreign Investment
Negative List, covering investment areas/activities which are open to foreign
investors and/or reserved to Filipino nationals.
The latest released, as of 2015, is Executive Order No. 184 “The Tenth Regular
Foreign Investment Negative List”.
Intra-corporate Controversy Matter

A. What is an Intra-corporate controversy?


Under Section 5 of Presidential Decree No. 902-A, intra-corporate controversies are
those controversies arising out of intra-corporate or partnership relations,
between and among stockholders, members or associates; between any or all of them
and the corporation, partnership or association of which they are stockholders,
members or associates, respectively; and between such corporation, partnership or
association and the State insofar as it concerns their individual franchise or
right to exist as such entity. It also includes controversies in the election or
appointments of directors, trustees, officers or managers of such corporations,
partnerships or associations. (Matling Industrial and Commercial Corporation v.
Coros, G.R. No. 157802, 13 October 2010, 633 SCRA 12)
Certification Seminars and Licensure Examination Related Matters

A. What Certification Seminars are offered by the Commission? What are the
requirements/fees for registration and schedules of the seminars?
1. The Commission offers the following Certification Seminars as prerequisite to
the Licensure Examination:
a) Associated Person Certification Program (APCP), PhP5,000
b) Certified Securities Representative Certification Program (CSRCP), PhP5,000
2. The SEC Economic Research and Training Department (ERTD) conducts a total of
six (6) seminars per year for APCP and two (2) per year for CSRP. Definite
schedules for each seminar are announced on the SEC website. Special sessions with
a minimum of 15 participants, may be requested through a formal letter addressed to
ERTD Officer-in-Charge Lilia O. Pinzon. Such sessions may be conducted in Metro
Manila or in areas where there are SEC extension offices (Tarlac, Baguio, Cagayan
de Oro, Iloilo, Davao, Legaspi, Cebu and Zamboanga).
B. What Licensure Examinations are offered by the Commission? What are the
requirements/fees and schedule for the examinations?
1. The Licensure Examinations administered by the Commission are the following:
a) Associated Person Certification Program (APCP), 5 modules at PhP500/module
b) Certified Securities Representative Certification Program (CSRCP), PhP500
c) Investment Company Representative Certification Examination (ICRCE), PhP500
d) Certification Program for Fixed Income Market Salesmen, PhP2,500 for first time
takers, PhP500 for retakers
2. Two types of examinations administered by the Commission:
a) Computer based – conducted at the SEC Head Office only.
b) Pen and paper – conducted in areas where there are extension offices
3. 3. Schedule for Licensure Examinations:
a) Regular (scheduled every 2nd and last Friday of every month at the SEC Head
Office)
b) Special (scheduled upon approval of a formal request addressed to SEC ERTD
OIC Lilia O. Pinzon with a minimum of 20 applicants).
C. What are the steps for registration for the seminars and application for the
examinations?
The following are the steps for filing of registration for the seminars and/or
application for the licensure examinations:
a. Submission of a fully accomplished registration form for the seminars and
application form for the licensure examinations to the SEC-ERTD. The
registration/application form can be downloaded from this link: Application Forms.
b. Payment of the registration/application fee to the SEC cashier on the ground
floor, SEC Building. A photocopy of the Official Receipt must submitted to the SEC-
ERTD before an applicant is scheduled for either a seminar or licensure
examination.
D. How to get the Results of Examinations?
a. For examinations conducted at the Head Office, results are posted on the SEC
website three (3) to four (4) working days after the examination.
b. For examinations conducted elsewhere, results are posted on the SEC website
thirty (30) working days after the examination
c. Congratulatory letters, which may be used as proof of passing the
examination, are sent to successful examinees two weeks after the posting of the
results.
d. Reprinting of a lost congratulatory letter may be requested from the SEC-ERTD
with a formal request addressed to OIC Lilia O. Pinzon, and the payment of a re-
printing fee of PhP300 and submission of the following supporting papers: 1)
Affidavit of loss; 2) Photocopy of 2 valid IDs
e. For correction of certain details pertaining to the congratulatory letter,
the following are required: 1) request letter addressed to OIC Lilia O. Pinzon; 2)
Photocopy of 2 valid IDs; 3) Original congratulatory letter..
Corporate Governance Related Matters

1. What is the Annual Corporate Governance Report (ACGR)?


The Annual Corporate Governance Report (ACGR) is a comprehensive report required
from publicly-listed companies (PLCs) on their corporate governance policies and
practices. The ACGR dropped the requirement for PLCs to disclose their CG
initiatives in their Annual Reports and to submit the Corporate Secretary’s
Certificate on the attendance of directors to board meetings and Compliance
Officer’s Certificate on their compliance with the Manual on Corporate Governance,
respectively.
2. Are all companies covered by the Revised Code of Corporate Governance (RCCG)
required to submit the ACGR?
For the moment, only companies listed on the board of PSE or publicly-listed
companies (PLCs) are required to submit the ACGR. All other covered companies are
still required to submit the Corporate Secretary’s Certificate on the attendance of
directors to board meetings and Compliance Officer’s Certificate on the company’s
compliance with the Manual on Corporate Governance on or before January 30 of every
year.
3. How often is the ACGR submitted to the SEC
The ACGR is submitted to the SEC only once every five (5) years. For the second
(2nd) to fourth (4th) year, PLCs are only required to post in their websites
changes and updates in the ACGR within five (5) days from the occurrence of the
change. PLCs are also required to post a consolidated changes and updates in the
ACGR for the year.
4. How are the changes and updates in the ACGR reported to the SEC?
For changes reportable under Section 17 of the Securities Regulation Code, the
company is required to file SEC Form 17-C (Current Report) signed by a duly
authorized officer to the SEC.
For changes not reportable under Section 17 of the Securities Regulation Code,
including the attendance of the board of directors to board meetings, the company
files an advisement letter disclosing the change or update. The advisement letter
is signed by the Corporate Secretary and Compliance Officer.

5. When are companies required to post the consolidated changes and updates in
the ACGR?
The consolidated changes and updates in the ACGR are required to be posted in the
companies’ website within ten (10) days from the end of the calendar year, i.e.,
January 10.
6. In what format should the consolidated changes and updates be?
The consolidated changes and updates incorporate the said changes and updates for
the year in the pertinent portion of the company’s ACGR. What is posted within ten
(10) days from the end of the calendar year is the whole SEC Form – ACGR, updated
to contain all the changes and updates for the previous year.
7. Who are required to attend corporate governance trainings every year?
Members of the board of directors and key officers of publicly-listed companies
(PLCs) are required to attend, at least once a year, a training or seminar on
corporate governance with an SEC-accredited training provider. The training is at
least four (4) hours.
8. Who are considered as key officers of publicly-listed companies?
The key officers refer to all officers provided in the company’s by-laws, all
members of the Audit Committee, the Internal Auditor and Compliance Officer.
9. What topics are covered in a corporate governance training?
Part IV of SEC Memorandum Circular No. 2, Series of 2015 provides for the SEC
mandated topics for corporate governance trainings. The mandated topics are
required only for the first training/seminar of a director or key officer.
Companies are free to choose any corporate governance issue/topic for subsequent
trainings/seminars.
10. Does the SEC allow companies to conduct their own corporate governance (in-
house) trainings?
Yes, companies can conduct their own corporate governance trainings. This can be
conducted by the company on its own or in partnership with an accredited training
provider. For guidelines on this, please see SEC Memorandum Circular No. 2, Series
of 2015.
11. Does the SEC grant exemptions from compliance with the corporate governance
training requirement?
Exemptions may be granted from compliance with the training requirement subject to
the approval of the Commission En Banc upon submission of sufficient proof of the
director or key officer’s good standing and the company’s good corporate
governance.
12. Does SEC conduct corporate governance trainings for publicly-listed companies
(PLCs)?
No. The Commission has accredited institutional training providers to conduct in-
house trainings or public seminars for PLCs. A list of these training providers are
found in the SEC website under NOTICES.
13. Are all companies covered by the Revised Code of Corporate Governance?
The covered companies are registered corporations and branches or subsidiaries of
foreign corporations operating in the Philippines that (a) sell equity and/or debt
securities to the public that are required to be registered with the Commission, or
(b) have assets in excess of Fifty Million Pesos (Php50,000,000.00) and at least
two hundred (200) stockholders who own at least one hundred (100) shares each of
equity securities, or (c) whose equity securities are listed on an Exchange, or (d)
are grantees of secondary licenses from the Commission, such as: (i) stockbroker;
(ii) investment house/underwriter of securities/ica/fund managers/mutual fund
distributors; (iii) investment companies; (iv) financing companies that have total
assets of Fifty Million Pesos (Php50,000,000.00) or more, or have more than forty
percent (40%) foreign participation in their voting stock, or have issued exempt or
registered commercial papers.
14. What is an Exchange?
Exchange is an organized marketplace or facility that brings together buyers and
sellers, and executes trades of securities and/or commodities. Example of which is
the Philippine Stock Exchange.
15. What is Corporate Governance?
Corporate Governance is the framework of rules, systems and processes in the
corporation that governs the performance by the Board of Directors and Management
of their respective duties and responsibilities to the stockholders.
16. What are Publicly-Listed Companies (PLCs)?
Publicly-Listed Companies are those companies whose securities are listed and
traded on an Exchange.
17. What is a Public Company?
A public company is a registered corporation that has assets in excess of Fifty
Million Pesos (PhP50,000,000.00) and has two hundred (200) or more shareholders,
which hold at least one hundred (100) shares of a class of its equity securities.
18. Is a Publicly-Listed Company required to have its own official website?
Yes. The Commission issued SEC Memorandum Circular No.11, Series of 2014 also known
as “Template for Publicly-Listed Companies’ Websites” to promote better corporate
governance environment. Company information and disclosures are arranged under
recommended topic headings so that investors can easily search material and timely
information about the company.
19. How many Independent Directors should PLCs, issuers of registered securities
and public companies have?
SRC Rule 38 (7)(A) requires at least two (2) independent directors or at least
twenty percent (20%) of its board size, whichever is lesser but in no case less
than two (2). They may however choose to have more independent directors in their
board than as above required. All other companies are encouraged to have IDs in
their boards.
20. Do Independent Directors have a term limit?
There shall be no limit in the number of companies that a person may be elected as
Independent Director (ID), except in business conglomerates where an ID can be
elected to only five (5) companies of the conglomerate, i.e. parent company,
subsidiary or affiliate. An ID can serve as such for five (5) consecutive years,
provided that service for a period of at least six (6) months shall be equivalent
to one (1) year, regardless of the manner by which the ID position was relinquished
or terminated. After completion of the five-year service period, an ID shall be
ineligible for election as such in the same company unless the ID has undergone a
“cooling-off” period of two (2) years, provided, that during such period, the ID
concerned has not engaged in any activity that under existing rules disqualifies a
person from being elected as ID in the same company. An ID re-elected as such in
the same company after the “cooling-off” period can serve for another five (5)
consecutive years. After serving as ID for ten (10) years, the ID shall be
perpetually barred from being elected as such in the same company, without
prejudice to being elected as ID in other companies outside of the business
conglomerate, where applicable, under the same conditions provided for in SEC
Memorandum Circular No.9, Series of 2011.
21. When will the “cooling-off” period for Independent Directors (IDs) begin?
Pursuant to SEC Memorandum Circular No.9, Series of 2011, IDs elected in 2012 may
be re-elected as such for five (5) consecutive years, or until 2017, when the two
(2) year cooling off period shall commence.
22. How often is the Manual on Corporate Governance (MCG) submitted to the SEC?
The MCG is submitted to the SEC every time there is a revision in the MCG due to
amendment/s to the Code and/or any change in policy/ies adopted by the company or
by the SEC.
23. Are closely-held corporations covered by the Revised Code of Corporate
Governance?
Closely-held corporations such as family corporations are not covered by the RCCG
but are encouraged to adopt CG principles and practices.
Mutual Fund Companies, and Issuers of Proprietary and Non-Proprietary Issuers of
Securities Matters

1. What types of membership certificate or shares are required to be registered?


Both proprietary and non-proprietary membership certificates or shares before they
are offered for sale or distributed within the Philippine.
2. Differentiate proprietary from non-proprietary issuers?
A proprietary share or certificate is an evidence of interest or participation of
or privilege in a corporation which not only entitles the holder to enjoy the use
of a specific property but also to dividends or earnings of a company. Upon
liquidation of the company, a holder of proprietary share or certificate shall have
proportionate ownership right over its assets. On the other hand, a non-proprietary
share or certificate is an evidence of interest or privilege over a certain
property of a corporation in view of the amount paid by the holder for the said
share/certificate. While the holder is entitled to the use of the property, he has
no right over the dividends or of the assets of the company upon liquidation
thereof.
3. What are the requirements for registration of issuers of proprietary and non-
proprietary shares or certificates?
Filing Requirements:
Form Type: (1) SEC FORM 12-1, As Amended
(2) Prospectus and Exhibits
No. of Copies: (One (1) manually signed copy
Two (2) conformed copies
Paper Size: A4 Size Paper or /8 ½ x 11 inches
Filing Fee:
MAXIMUM AGGREGATE PRICE AMOUNT OF FILING FEE
Not more than P500 Million 0.10% of the maximum aggregate price of the
securities to be offered
More than P500 MM but not more than P750 MM P500,000.00 plus 0.075% of the
excess over P500 MM
Not more than P750 Million but not more than P1 Billion P687,500 plus 0.05% of
the excess over P750 MM
More than P1 Billion P812,500.00 plus 0.025% of the excess over P1 Billion
Plus: UP Legal Research Fee (UPLRF 1% of the filing fee) based on Maximum Aggregate
Price of Securities to be Offered
Minimum Disclosure Requirements / Information required in a Prospectus:
Item 1. Front of Registration Statement (RS) and Outside Front Cover Page of
Prospectus
Item 2. Inside Front Cover and First Two Pages of Prospectus
Item 3. Risk Factors and Other Information
Item 4. Use of Proceeds
Item 5. Determination of the Offering Price
Item 6. Dilution
Item 7. Selling Security Holders
Item 8. Plan of Distribution
Item 9. Description of Securities to be registered
Item 10. Interest of Named Experts and Independent Counsel
Item 11. Information with respect to the Registrant
Item 12. Financial Information in accordance with SRC Rule 68
List of Exhibits
Draft Notice of Publication
Articles of Incorporation and By-Laws
Amended Articles of Incorporated filed with the CRMD
Opinion re: Legality (notarized)
Opinion re: Tax Matter
Consents of Expert and Independent Counsel
Notarized Curriculum Vitae and Recent Photographs of Officers and Members of the
Board of Directors
Continuing Bank Authorization
Copy of Board Resolution approving the securities offering and authorizing the
filing of the RS.
Duly verified Board resolution dated and manually signed by a majority of the
Issuer’s Board of Directors: 1) approving the disclosures contained in the RS; and
2) assuming responsibility for the information contained therein.
Secretary’s Certificate as to adoption by the company’s Board re: (1) Fit and
Proper Rule for the selection of corporate directors/officers; (2) Submission of an
Undertaking allowing the SEC to resolve conflicting issues regarding the selection
of independent directors.
Copy of Subscription Agreement containing the required undertaking under paragraph
(B) below
Manual on Corporate Governance providing at least 2 Independent Directors
Anti-Money Laundering Manual
Copy of a Custodianship/Escrow Agreement with a reputable bank covering the
proceeds from the sale of said shares/certificates providing, among others, the
withdrawal of the same only upon presentation of the company’s work progress report
Copy of a Credit Line Agreement with a reputable domestic bank. Such credit line
shall be availed of in the event that an insufficiency of funds for the completion
of the project shall occur. The terms of the credit line agreement are disclosed in
the prospectus
House/Membership Rules and Regulation
Copy of the Environmental Compliance Certificate (ECC) from the Department of
Environment and Natural Resources (DENR) covering the location of the project
Copy of Lease Contract (if property is under Lease[for at least 2 years])
Certified true copy of Transfer Certificate Title (TCT), if owned
Brochures/ Selling materials
Copy of Development Agreement
Copy of Trust Agreement (if timeshares)
Additional registration requirements for Proprietary and Non-Proprietary Shares/
Certificates
A. The registrant shall clearly indicate in its Articles of Incorporation, By-laws
and Prospectus the following:
1. A description of the nature and type of the shares/certificates, rights and
privileges of the holders thereof, particularly their right over the facilities of
the Club;
2. The certificates or shares shall be issued within sixty (60) days from the date
of full payment of the same;
3. The Club shall qualify the prospective club members before actual sale/transfer
of the share/certificate is executed.
B. The registrant shall clearly indicate in its prospectus an undertaking that in
the event the project or the underlying asset for which the securities are sold is,
for whatever reason, not completed as disclosed, it shall refund the amount of the
investment of the purchaser of the securities within ten (10) days from receipt of
the written demand.
C. The Club shall:
1. Not collect membership dues unless the project is fifty percent (50%) usable as
indicated in the prospectus, unless the Club’s by-laws provide a higher percentage
of usability;
2. Submit to the Commission a report under oath of any increase in fees and the
rationale for said increase within thirty (30) days from Board approval;
3. Notify club members of any increase in fees upon the Board’s approval of the
said increased; and
4. Cause the posting of proper notices and other communications on the charging of
fees on bulletin boards situated at conspicuous place/s at the site for the benefit
of secondary markets.
4. What are the requirements for registration of mutual funds?
Filing Requirements:
Form Type: 1) SEC FORM 12-1, As Amended(2) SEC FORM ICA 7* (3)Prospectus and
Exhibits
No. of Copies: One (1) manually signed copy, Annual Report and Latest Quarterly
Report stamped with “OGA COPY” attached Two (2) conformed copies
Paper Size: A4 Size Paper or /8 ½ x 11 inches
*application for license to operate as an Investment Company
Filing Fee:
A. Registration Statement
MAXIMUM AGGREGATE PRICE AMOUNT OF FILING FEE
Not more than P500 Million 0.10% of the maximum aggregate price of the
securities to be offered
More than P500 MM but not more than P750 MM P500,000.00 plus 0.075% of the
excess over P500 MM
Not more than P750 Million but not more than P1 Billion P687,500 plus 0.05% of
the excess over P750 MM
More than P1 Billion P812,500.00 plus 0.025% of the excess over P1 Billion
Plus: UP Legal Research Fee (UPLRF 1% of the filing fee) based on Maximum Aggregate
Price of Securities to be Offered
B. License Fee of PHP5,000 plus 1% as UPLRF
Minimum Disclosure Requirements / Information required in a Prospectus:
Item 1. Front of Registration Statement (RS) and Outside Front Cover Page of
Prospectus
Item 2. Inside Front Cover and First Two Pages of Prospectus
Item 3. Risk Factors and Other Information
Item 4. Use of Proceeds
Item 5. Determination of the Offering Price
Item 6. Dilution
Item 7. Selling Security Holders
Item 8. Plan of Distribution
Item 9. Description of Securities to be registered
Item 10. Interest of Named Experts and Independent Counsel
Item 11. Information with respect to the Registrant
Item 12. Financial Information in accordance with SRC Rule 68
List of Exhibits
Draft Notice of Publication
Articles of Incorporation and By-Laws
Amended Articles of Incorporated filed with the CRMD
Opinion re: Legality (notarized)
Opinion re: Tax Matter
Consents of Expert and Independent Counsel
Notarized Curriculum Vitae and Recent Photographs of Officers and Members of the
Board of Directors
Continuing Bank Authorization
Copy of Board Resolution approving the securities offering and authorizing the
filing of the RS.
Duly verified Board resolution dated and manually signed by a majority of the
Issuer’s Board of Directors: 1) approving the disclosures contained in the RS; and
2) assuming responsibility for the information contained therein.
Secretary’s Certificate as to adoption by the company’s Board re: (1) Fit and
Proper Rule for the selection of corporate directors/officers; (2) Submission of an
Undertaking allowing the SEC to resolve conflicting issues regarding the selection
of independent directors.
Sample of Subscription Agreement
Manual on Corporate Governance providing at least 2 Independent Directors
Anti-Money Laundering Manual
Management Contract/Agreement
Distribution Agreement
Custodian/ Escrow Agreement
Advisory Agreement
Certification, under oath, by the President & Chairman of the Board, or their
equivalent in rank, describing the involvement, if any, by management or members of
the Board of Directors in companies which the investment company will be dealing
with.
EXCHANGE TRADED FUNDS:
Contract/Agreement with Fund Manager
Contract/Agreement with Authorized Participants
Contract/Agreement with Index Provider
Contract/Agreement with Custodian Bank
Contract/Agreement with Market Maker
Contract/Agreement with Transfer Agent
5. How long is the processing of application?
Within forty-five days after the date of filing of the registration statement, or
by such later date to which the issuer has consented, the Commission shall declare
the registration statement effective or rejected, unless the applicant is allowed
to amend the registration statement as provided in Section 14 of the Securities
Regulation code. The Commission shall enter an order declaring the registration
statement to be effective if it finds that the registration statement together with
all the other papers and documents attached thereto, is on its face complete and
that the requirements have been complied with. The Commission may impose such terms
and conditions as may be necessary or appropriate for the protection of the
investors.
6. What are the reports that need to be periodically filed by the registrant
with SEC?
ANNUAL REPORT (SEC FORM 17-A) WITHIN 105 CALENDAR DAYS AFTER END OF FISCAL YEAR
QUARTERLY REPORT (SEC FORM 17-Q) WITHIN 45 CALENDAR DAYS AFTER THE END OF EACH
OF THE FIRST THREE (3) QUARTERS OF EACH FISCAL YEAR
CURRENT REPORT (SEC FORM 17-C) WITHIN 5 CALENDAR DAYS AFTER THE OCCURRENCE OF
THE EVENT BEING REPORTED
NOTIFICATION OF INABILITY TO FILE 17-A OR 17-Q (SEC FORM 17-L) ON OR BEFORE 105
CALENDAR DAYS AFTER END OF FISCAL YEAR IF ALL OR ANY REQUIRED PORTION OF AN ANNUAL
REPORT (SEC FORM 17-A) IS NOT FILED WITHIN THE PRESCRIBED PERIOD
ON OR BEFORE 45 CALENDAR DAYS AFTER THE END OF EACH OF THE FIRST THREE (3) QUARTERS
OF EACH FISCAL YEAR IF ALL OR ANY REQUIRED PORTION OF A QUARTERLY REPORT (SEC FORM
17-Q) IS NOT FILED WITHIN THE PRESCRIBED PERIOD
NOTIFICATION OF SUSPENSION OF DUTY TO FILE REPORTS UNDER SEC. 17 (SEC FORM 17-EX)
AS OF THE FIRST DAY OF FISCAL YEAR
REPORT OF 5% HOLDER(SEC FORM 18-A) WITHIN 5 BUSINESS DAYS AFTER ACQUISITION DATE
REPORT OF 5% INSTITUTIONAL BUYER (SEC FORM 18-AS) WITHIN 45 CALENDAR DAYS AFTER
THE END OF FISCAL YEAR
INFORMATION STATEMENT(SEC FORM 20-IS) PRELIMINARY INFORMATION STATEMENT SHALL
BE FILED WITHIN TEN ( 10) BUSINESS DAYS PRIOR TO THE DATE THE DEFINITE COPIES ARE
GIVEN TO THE SECURITY HOLDERS
COPIES OF DEFINITIVE INFORMATION STATEMENT SHALL BE DISTRIBUTED TO SECURITY HOLDERS
AT LEAST FIFTEEN (15) BUSINESS DAYS FROM THE DATE OF THE STOCKHOLDERS’ MEETING.
FILING FEE: P5,050.00
INITIAL STATEMENT OF BENEFICIAL OWNERS (SEC FORM 23-A) WITHIN 10 CALENDAR DAYS
AFTER THE EFFECTIVE DATE OF RS OR AFTER BECOMING AN OFFICER, DIRECTOR OR 10% HOLDER
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP(SEC FORM 23-B)WITHIN 10 CALENDAR DAYS
AFTER THE CLOSE OF EACH MONTH THEREAFTER
SECRETARY’S CERTIFICATE OF ATTENDANCE OF DIRECTORS ON OR BEFORE JANUARY 30 OF
THE FOLLOWING YEAR
CERTIFICATION OF COMPLIANCE WITH MANUAL ON CORPORATE GOVERNANCE(SEC FORM MCG –
2002) EVERY JANUARY 30 OF THE YEAR
MONTHLY SALES AND REDEMPTION REPORT (FOR MUTUAL FUNDS ONLY)WITHIN 10 DAYS AFTER THE
END OF EACH MONTH
7. What are Founders’ shares?
Pursuant to Section 7 of the Corporation Code, Founders’ shares classified as such
in the articles of incorporation may be given certain rights and privileges not
enjoyed by the owners of other stocks, provided that where the exclusive right to
vote and be voted for in the election of directors is granted, it must be for a
limited period not to exceed five (5) years subject to the approval of the
Securities and Exchange Commission. The five-year period shall commence from the
date of the aforesaid approval by the Securities and Exchange Commission.
Financing and Lending Companies Related Matters

A. What are the Reportorial Requirements for Financing Companies?


You may file your Request for Opinion before the Office of General Counsel, 3/F
Secretariat Building, PICC Complex, Roxas Boulevard Manila.
1. Annual Fee
2. General Information Sheet
3. Audited Financial Statements
4. Special Form of Financial Statements (FCFS)
5. Interim Financial Statements (FCIF)
6. Annual Information Statement (SEC Form 2013-IS-ECP)
7. Quarterly Report (SEC Form Q-EPS)
8. Revised Anti-Money Laundering Manual
9. AMLA Compliance Form
10. Revised Manual on Corporate Governance
11. Corporate Governance Scorecard
12. Corporate Secretary Certificate on Attendance of Directors to Board Meetings
13. Compliance Officer’s Certificate on the company’s Extent of Compliance with
the Manual on Corporate Governance
14. Location Map of the Exact Principal Office Address
B. What are the Reportorial Requirements for Lending Companies?
Lending Companies are required to submit/pay the following reports/fees:
1. Annual Fee
2. General Information Sheet
3. Audited Financial Statements
4. Special Form of Financial Statements (FCFS)
5. Interim Financial Statements (FCIF)
6. Annual Information Statement (SEC Form 2013-IS-ECP)
7. Quarterly Report (SEC Form Q-EPS)
8. Revised Anti-Money Laundering Manual
9. AMLA Compliance Form
10. Location Map of the Exact Principal Office Address
C. What are the Reportorial Requirements for Foundations?
Foundations are required to submit the following reports:
1. Sworn Financial Statements or Audited Financial Statements for foundations
with total assets of P500,000.00 or more, or with gross annual receipts of
P100,000.00 or more.
2. General Information Sheet
3. Sworn Statement stating the Sources and Application of Funds
4. Certifications on the existence of accomplished and/or on-going projects
5. Statement of Willingness to allow SEC Audit
6. Location Map of the Exact Principal Office Address
D. What are the legal bases for the Reportorial and other Compliance
Requirements?
1. Financing Companies - Financing Company Act of 1998 (Republic Act No. 8556)
2. Lending Companies - The Lending Company Regulation Act of 2007 (Republic Act.
No. 9474)
3. Foundations – SEC Memorandum Circular No. 8, Series of 2006
4. Corporation Code of the Philippines, Securities Regulation Code and other
laws, rules, circulars issued by the Commission.
E. Are there prescribed templates/forms of the required reports for the
aforementioned companies?
The templates for the following reports may be accessed and downloaded in the
"Forms and Fees"
1. The Special Form of Financial Statements (FCFS);
2. Interim Financial Statements (FCIF);
3. Special Form of Financial Statements (LCFS);
4. Interim Financial Statements (LCIF); and
5. Sworn Statement stating the Sources and Application of Funds
F. What is the legal basis for the assessed penalty for non-compliance with
Reportorial and other Compliance Requirements? How is the assessed penalty
computed?
Appropriate penalties are imposed on companies found to have violated any provision
of The Financing Company Act of 1998 (Republic Act No. 8556), The Lending Company
Regulation Act of 2007 (Republic Act. No. 9474), the Securities Regulation Code,
the Corporation Code of the Philippines and other relative rules, orders and
circulars being implemented by the Commission.
A summary of the total assessed penalty is provided in the monitoring sheet issued
to the company. It is computed based on the retained earnings/fund balance and/or
the sum of the basic and daily penalties as provided in the scale of penalties
prescribed by the relevant memorandum circular issued by the Commission.

Request for Opinion on Legal Matters

1. How to File a Request for Opinion?


You may file your Request for Opinion before the Office of General Counsel, 3/F
Secretariat Building, PICC Complex, Roxas Boulevard Manila.

2. What is the Requirement for Request of Opinion?


The following are the requirements for filing for a Request for Opinion:
a. The letter addressed to the Commission
b. The payment for the proper docket fees of Ten Thousand Pesos (Php 10,000.00),
in accordance with the MC No. 03 s.2017: Consolidated Schedule of Fees and Charges;
and
c. Compliance with the Guidelines on the Requests for Opinion in the SEC
Memorandum Circular No. 15, Series of 2003.
3. What is the limitation of the Request for Opinion?
As a matter of policy, the Commission shall refrain from rendering opinion on the
following:
a. Issues that had been decided by the courts or have been elevated to the court
and are pending therein;
b. Matter which involve the substantive and contractual rights of private
parties who would, in all probability, contest the same in court if the opinion
turns out to be adverse to their interest;
c. Matters which would necessarily require a review and interpretation of
contracts or an opinion on the validity of contracts since interpretation of
contract is justiciable in nature and contract review calls for legal examination
of contract on a general basis and not on specific legal issues;
d. Question which are too general in scope or hypothetical, abstract,
speculative and anticipatory in character and those pertaining to undisclosed
entities;
e. Queries which will involve a review of presidential issuances or official
acts of the President considering that those issuances and acts are presumed to be
valid and binding upon all offices in the executive branch including this
Commission;
f. Request which involve interpretation of administrative rules and issuances of
other government agencies considering that is the promulgating agencies which are
competent to undertake such construction by reason of their knowledge of the
specific intent and extent of application of the subject issuances;
g. The action being requested would require an examination and review of the
acts and rulings of another government agency since the Commission does not review
acts and rulings of other government agencies;
h. The resolution of queries would necessitate the determination of factual
issues;
i. Matters which clearly involve the exercise of business discretion or judgment
which properly falls within the competence of the management of the entities
concerned, or those which call for financial and technical expertise of economic
mangers;
j. The request will entail gathering of legal materials or writing abstract
essay for the requesting party since the Commission should not function or resemble
as legal counsel of private firms.
Request for Opinion on Financial Matters

Schedule of Availability of Service:


Mondays to Fridays, 8:00am-5:00pm without noon break Who May Avail of the Service:
Corporations or Other Interested Parties with Request for Opinion on Accounting
Matters What Are the Requirements:
1. Letter-Request for Opinion; an
2. Supporting Documents, if any Pre-Evaluation Procedures:
STEP APPLICANT / CLIENT SERVICE PROVIDER DURATION OF ACTIVITY (UNDER NORMAL
CIRCUMSTANCES) PERSON IN CHARGE FEES FORM
1 Presents letter-request for opinion and supporting documents Prepares
Payment Assessment Form (PAF) and instructs applicant to proceed to the Cashier
10 minutes Executive Assistant Letter duly signed by authorized
officer/ person
2 Presents the PAF at the Cashier and settles the required fee Process
payment and issue O.R. 10 minutes Cashier Filing Fee: P10,000.00
3 Submits the machine-validated PAF to OGA with the Letter-Request and its
supporting documents, if any Inputs Letter-Request for Opinion to Index Tracking
System and forwards the same to the Supervising Accountant for assignment. 3
minutes Executive Assistant
END OF TRANSACTION
Duration:
Pre-evaluation: 20 minutes
Processing of request: 1-3 days
Mailing Period (if applicable) 30 days

Request for a copy of Audited Financial Statement (AFS), General Information Sheet
(GIS) and/or other company filings

1. How to request for a copy of Audited Financial Statement (AFS), General


Information Sheet (GIS) and/or other company filings?
a. Corporate or partnership documents may be downloaded on a pay-per-view
(P0.50/page) and pay-per-print (P10.00/page) basis thru the SEC iView, which is a
user-friendly web-based facility containing the electronic/scanned copies of
registration documents, disclosures and reportorial submissions of SEC-registered
firms. A pin mailer which contains a temporary usable username and password for
this service may be purchased in the denomination of PhP100 from the cashier at the
SEC Main Office. There is no limit to the number of pin mailers that may be
purchased.
b. Plain or authenticated copies of the documents may be requested thru our SEC
Express System online service without going to the SEC Office. Payment may be made
using banks, payment counters, or credit cards. The documents requested will be
delivered anywhere in the Philippines within three (3) working days. Step-by-step
instructions to avail of this service may be accessed thru SEC Express System.
c. The documents may also be requested, paid for and picked up personally by
appointment at the SEC Main Office, subject to the useful processing fees and
reproduction costs.
Request for Company Listings

1 How to obtain Company Listings of SEC-registered firms?


The public (individual and institutional researchers) may file a request in person
to the Information and Communications Technology Department (ICTD) at the Ground
Floor, West Wing, Secretariat Building c/o Ms. Josefina M. Paquiz, identifying the
purpose of the request and the specific data elements needed, such as: 1. Type of
Organization (stock corporation, non-stock corporation, partnership) 2. Period
Covered (registered from <start> to <end>) 3. Industry Classification 4.
Geographical Location 5. Other Basic Information (e.g. address, telephone number,
fax number)
2 What are the fees, and the processing time for requests for company listings?
1. The researcher needs to submit a duly filled-out Request Form to the ICTD for
evaluation and assessment of estimated processing fee.

2. Once fees are assessed, and the researcher has given the ICTD the go-signal to
proceed with processing the data, an assessment form is issued for the payment of
deposit fee in the amount of PhP200.00 to the SEC Cashier at the Ground Floor,
Secretariat Building, PICC. The researcher should submit the receipt to ICTD for
recording.

3. Prior to release of data, the ICTD will issue the assessment form for the
processing fee balance. The researcher needs to pay the balance at the SEC Cashier,
and upon presentation of the proof of payment, the ICTD releases the data.

4. Processing of data takes fifteen (15) days from receipt of deposit fee. The ICTD
will advise the researcher on when the data becomes available for pick-up.

Request for Investments and Registration Statistics

1. How can we obtain investments and registration statistics from the SEC?
Please visit Registered Firms and Individuals for the list of free data sets.

a. Walk-In Inquiries

The public (individual and institutional researchers) may file a request in person
to the Economic Research and Training Department (ERTD) at SEC Main Office, G/F
Secretariat Building, PICC Complex, Roxas Boulevard Pasay City c/o Ms. Eleanor T.
Dungo and Ms. Ma. Theresa M. Bersabal.

b. Inquiries thru e-mail or by facsimile

Inquiries may be sent by email to <etdungo@sec.gov.ph> or mtmbersabal@sec.gov.ph,


or thru facsimile number (632) 818-5526.

The requesting party must identify the purpose of the request and the specific data
elements needed. Once the request has been evaluated and confirmation obtained that
data can be generated, the researcher will be advised of the following
a. Issuance of assessment form for the payment of deposit fee in the amount of
PhP200.00 to the SEC Cashier at the SEC Main Office, G/F Secretariat Building, PICC
Complex, Roxas Boulevard Pasay City, 1307.

b. The researcher should submit the receipt to ERTD for recording of the OR
details.

c. Processing of data takes fifteen (15) days from receipt of deposit fee.

d. The ERTD will advise the researcher on when the data becomes available for pick-
up.

e. Prior to release of data, the ERTD will issue the assessment form for the
processing fee balance. The researcher needs to pay the balance at the SEC Cashier,
and upon presentation of the proof of payment, the ERTD releases the data.

Acquiring a copy of Philippines’ Top Corporations

1. What is the “Philippines’ Top Corporations”?


The Philippines’ Top Corporations is the SEC's annual publication about the
financial performance of the top SEC-registered stock corporations, ranked
according to gross revenues. It also contains the level of gross revenues, profits,
assets, liabilities and equities, along with an assessment of sectoral and industry
performance for the period in review.

2. How is the ranking determined?


The ranking is based on gross revenues as reported in the company’s Audited
Financial Statements (AFS) as of the cut-off processing period determined by SEC.
Gross Revenues include net sales, other operating income and foreign exchange
gains, and excludes comprehensive income and foreign exchange. The net profits
consist of gross profits minus taxes paid while Assets, Liabilities, and Equity
refer to the total figures lifted from the AFS.
3. What is the latest edition of the publication and how can I get a copy of the
same?
The latest data available is the list of Top 1,000 Corporations (by gross revenues)
in FY 2013. All inquiries and placement of orders can be coursed through:
Contact Person : Ms. Ma. Theresa M. Bersabal
Department/Office : Economic Research and Training Department
Economic Research and Statistics Division (ERTD-ERSD)
Address : SEC Main Office, G/F Secretariat Building, PICC Complex,
Roxas Boulevard Pasay City, 1307
Phone & Fax No. : (632) 818-6117 / (632) 818-5526
Email Address : mtmbersabal@sec.gov.ph
For inquiries on data regarding previous ranking of the Top Corporations, you may
get in touch with Ms. Eleanor T. Dungo of the ERTD-ERSD on the numbers listed above
or by email to etdungo@sec.gov.ph.

Request for Certificate of No Derogatory Information

Request for Other Certifications

Type:
A. A company is registered with the Commission
B. An individual is a holder of a secondary license/s such as Compliance
Officer, Associated Person, Salesman, Fixed Income Market Salesman and Certified
Investment Solicitor
C. A company is authorized or permitted to sell securities registered with the
Commission
Procedures:
1. The requesting party shall prepare a letter addressed to the appropriate Head
of the Operating Department requesting for a Certification with attached supporting
documents, if necessary.
2. The Executive Assistant/Clerical Staff of the Department, will prepare the
Payment Assessment Form (PAF) and advise the requesting party to pay the
corresponding Fee to the cashier.
3. The requesting party shall return the proof of payment as well as the letter-
request to the Executive Assistant/Clerical Support.
4. The Executive Assistant of the Department shall forward the said request form
and other attachments directly to the handling lawyer for processing of the
Certification.
5. Prior to the issuance of a Certification, if deemed appropriate, the handling
lawyer, will prepare a Memo to other Department/s concerned requesting its input
subject of the request.
6. Upon receipt of the Memo from the other Department containing its input
subject of the request, the handling lawyer will proceed with the preparation of a
Certification and seek approval/signature of the Director to the Certification.
7. The Executive Assistant shall release the Certification to the requesting
party.
Procedures on Filing of Exemptive Relief

1. Prepare a letter-request addressed to the appropriate Head of the Operating


Department which has jurisdiction over the issue subject of the request, which
indicate the following:
The specific rule/s or order, requirement or prohibition from which relief is
being sought; The legal basis or justification for the exemption; The name,
address, and telephone number/s of the applicant.
2. The applicant shall pay to the cashier the corresponding filing fee as
prescribed by the Commission.
3. The applicant shall submit the proof of payment of the filing fee as well as
the letter-request to the Executive Assistant/Clerical Support.
4. The Operating Department staff shall review the merits of the application for
exemptive relief. It may, if deemed necessary, conduct a hearing on such request or
call the applicant for conference to afford its reviewing officers to ask
clarificatory questions. It may also conduct examination and request for other
documents to further evaluate the request. Thereafter, it shall make the
appropriate recommendation to the Commission En Banc.
5. The Commission shall issue the Order either granting or denying the request.
6. Upon receipt of the decision from the Commission En Banc through the
Director, the assigned staff shall inform the applicant/entity in writing of the
approval/denial of the request for exemptive relief. The same shall become final
and executory upon due notice to the applicant.
7. The Commission may also opt to publish the Order in the Commission’s website
or in any other manner it may deem expedient.
Request for Certified True Copy of OGA Documents

Schedule of Availability of Service:


Mondays to Fridays, 8:00am-5:00pm without noon break
Who May Avail of the Service:
Corporations or Other Interested Parties with Request for Certified True Copy of
Documents

What Are the Requirements:


1. Letter-Request for Certified True Copy of Documents

How to avail of the Service:


STEP APPLICANT / CLIENT SERVICE PROVIDER DURATION OF ACTIVITY (UNDER NORMAL
CIRCUMSTANCES) PERSON IN CHARGE FEES FORM
1 Presents letter-request for CTC of documents. Prepares Payment Assessment
Form (PAF) and instructs applicant to proceed to the Cashier 5 minutes
Executive Assistant Letter duly signed by authorized officer/
person
2 Presents the PAF at the Cashier and settles the required fee Process
payment and issue O.R. 10 minutes Cashier Processing Fee: P10.00 per page
plus P50 per document
3 Submits the machine-validated PAF to OGA with the Letter-Request.
Retrieves the original copy of the requested document. Prepares the requested
documents for CTC with official SEC seal. Once completed, releases the CTC
documents to the requesting party 12 minutes Executive Assistant
Duration: Processing of request: 27 minutes

DO`S and DON`TS for Investors

Be wary of unexpected telephone calls, letters, or even personal visits from people
who offer quickprofit schemes that require your immediate investment. Be suspicious
of "inside information," hot tips, and rumors that supposedly will give you a big
advantage over other, less knowledgeable investors. Turn down money request
accompanied by highpressure warnings like "Tomorrow will be too late", "Positioning
is important" or "Act now because there will soon be long waiting lists of others
who want to take advantage of this golden opportunity." Be wary of schemes that
give emphasis on recruitment of members or "downlines", particularly if the product
being offered is overpriced, as the same may be a disguised pyramiding scheme. Do
not engage in foreign currency trading unless you fully understand the mechanics or
dangers of currency trading and can afford to lose your money (margin or security
deposit). There is no such thing as a guaranteed return in currency trading. Ask
for a prospectus, offering circular, financial statement, or other similar document
before you even consider investing. Then read the small print carefully,
particularly on refund, and make sure you understand the terms thoroughly before
signing any kind of commitment. When in doubt, make no promises or commitment, no
matter how tentative. Remember, "if it sounds too good to be true, it usually is."
It is far better to wait and lose an opportunity than to take the plunge and lose
everything. Before making a commitment, get an opinion from your lawyer,
stockbroker, accountant, or the appropriate government office. Always demand
official receipts in the name of the corporations or entities you are dealing with.
Note that a Primary SEC Registration only grants juridical personality. It does not
automatically give a company the authority to engage in all types of business
activities such as lending, selling of securities and investment contracts,
investment taking, etc. To confirm that the company or individual is properly
licensed to conduct the business in question and has no history of violating the
law, get in touch with the SEC:
Mga Bagay na Dapat Malaman para sa Proteksyon ng mga Namumuhunan

Mag-ingat sa pagtanggap ng mga tawag sa telepono, sulat, 0 personal na pakikipag-


ugnayan sa mga taong nag-aalok ng malaking interes kapalit ng inyong mabilisang
pagbibigay ng puhunan 0 pagsali sa kanilang negosyo.
Hindi dapat paniwalaan agad ang mga impormasyon 0 tsismis na nagmumula sa loob ng
isang kompanya na diumano'y konti Tillnang ang dapat IliakaalalIl. Kunwari
~~magkakaroon ng kapakinabangan 0 bentahe laban sa ibang mamumuhunan upang lalo
kayong mahikayat na sumapi sa negosyo nila.
Iwasang surnali sa mga negosyong nag-eengganyong magbigay agad kayo ng pera
sapagka't minsan lamang ang oportunidad na inaalok nila kaya't kailangang
samantalahin upang makinabang tulad ng iba na kunwari ay kumita na ng malaking
halaga ng pera.
Mag-ingat sa pagsapi sa mga negosyo na kahalintulad ng mga 'pyramiding schemes'.
Ang mga ito ay mang-oobliga na mag-recruit kayo ng mga miyembro (downlines) para
lumaki ang inyong komisyon (overrides) mula sa mga maibebenta nilang mga produkto
na kadalasan naman ay sobrang mahal ng halaga.
Huwag makisapi sa mga negosyong may kinalaman sa pakikipagpalitan ng pera ng iba't-
ibang bansa (foreign currency trading), kung hindi naiintindihang mabuti ang
kalakaran at peligro nito. Walang garantiya na maibabalik nga ang inyong puhunan,
bagkus ay mas malaki ang posibilidad na kayo ay malugi rito.
Kailangang naiintindihan ang lahat ng impormasyon 0 detalye tungkol sa negosyong
papasukan. 8ago makisapi sa isang negosyo, humingi ng mga prospektus, katalogo,
legal na dokumento, at kasulatan ukol sa pinansyal na kalagayan ng kompanya. 8ago
pirmahan ang anumang kasulatan, kailangang mayroong kasunduan na maari ninyong
bawiin ang inyong pera na naaayon sa inyong kagustuhan.
Huwag magmadali sa pagdedesisyon. Kapag may pagdududa, iwasang maglahad ng inyong
intensyong mamuhunan, maging ito man ay sa malapit na kinabukasan 0 sa ibang
panahong hindi pa batid sa kasalukuyan. Mas makabubuti na ipagpaliban o huwag na
lamang mamuhunan kaysa malugi sa isang negosyo.
Sumangguni sa mga mapagkakatiwalaang abogado, lehitimo 0 kinikilalang stock
broker/dealer/agents (mga ahente na lisensyadong magbenta 0 mag-avos sa
pagbibilihan ng mga instrumento ng panagot 0 pamumuhunan) at sa tamang ahensiya ng
pamahalaan bago magdesisyon na mamuhunan.
Bilang katibayan ng inyong pagbibigay ng puhunan, humingi ng opisyal na resibo
(Official Receipt) mula sa mga kompanya 0 tao na inyong naka-transakyon sa negosyo.
Alamin kung rehistrado ang isang kompanya mula sa Komisyon ng Panagot at Palitan 0
Securities and Exchange Commission (SEC). Ang negosyong maaaring pasukin ng isang
kompanya ay dapat naayon sa lisensiyang ipinagka…