Securitios me Exchonge ‘Commission SEC Memorandum Circular No. 12 Series of 2016 To : ALLCONCERNED supjecr + CONSOLIDATED SCHEDULE OF FEES AND CHARGES ‘As approved by the Department of Finance (DOF), hereunder is the list of all the fees and charges to be Imposed and collected by the Securities and Exchange Commission. REGISTRATION AND FILING FEES PARTICULARS, RATES DOMESTIC CORPORATIONS. “Articles of Partnership 1/5 of 1% of the Partnership's Capital but notless than P 2,000 Tncrease in Copital Partnership 1/5 of 1% ofthe Partnership's Capital but not less than P 2,000, ‘Amended Articles of Partnership P2000 Deed of Assignment of Partners Interest P2000 ‘of Dissolution of Partnership P 1,000 itof Withdrawal of Partner 2,000 “Articles of Incorporation A. Stock corporation with par value B. Stock corporation without par value 1/5 of 1% of the authorized capital stack or the subscription price of the subscribed capital stock whichever is higher but not less than P 2,000 1/5 of 1% of the authorized capital stock computed at P100 per share or the subscription price of the subscribed capital stock whichever is higher but not less than P 2,000 “ricles of corporation of Non-Stack Corporation Pi,000 ‘Amended Articles of Incorporation A. Stock Corporations 1B. Non-Stock Corporations P,000 P00 lof 14PARTICULARS. RATES “Amended Articles of Incorporation where amendment consist of extending ‘the term of corporate enistence 1/5 of 1% of the authorized capital stock but not less than P 2,000 ‘Stock corporation with par value 1/5 of 1% of the authorized capital stock or the subscription price of the subscribed capital stock whichever is higher Dut not less than P 2,000 “Stock corporation without par value 1/5 of 1% the authorized capital stock computed at P 100 per share or the subscription price ofthe subscribed capital stock whichever is higher but not less than P 2,000 ‘Non-Stock Corporations 2,000 “Amended Articles of Incorporation re P 2,000 conversion/reclassification of shares | Amended By-Laws of both Stock and P1000 Non-Stock Corporation Tnerease of Capital Stock A. Corporation with pr value B. Corporation without par value 1/5 of 1% ofthe increase in capital stock or the subscription price of the subscribed capital stock whichever is higher Dut not less than P 3,000 1/5 of 1% of the increase in capital stock computed at P 100 per share or the subscription price of the subscribed capital stock whichever is higher but not less than P 3,000, | Decrease of Capital Stock A. Return of Capital 1B. All Others Ps,000 3,000 ‘Merger or consolidation of corporation A. In merger, in case of simultaneous filing of application for increase of ‘authorized capttal stack the surviving corporation B. In consolidation where the total equity of corporations is different Jom authorized capital of the consolidaced corporation 1/5 of 1% ofthe equity of the absorbed corporation/s but not less than P 3,000 Filing fee for increase in capital stock or the filing fee for Merger whichever is higher but notless than P 3,000 1/5 of 1% of total equity of the constituent corporations or the filing fee for Articles of Incorporation whichever is higher Valuation of Consideration for shares of 1/5 of 1% of the value of shares of stock to be issued stock but not less than P 3,000 Equity Restructuring A. To wipe out existing deficit 5,000 B. To create additional paid in capital 1/5 of 1% ofthe amount infused but not less than P 5,000 2ofs4a declared by the corporation whose securities are not listed PARTICU! ARS. RATES ‘Stock/Cash dividend of up to P 50,000 500 deciared by the corporacion whose securities are not listed ‘Stock/Cash dividend of over P 50,000 P1000 | Property Dividend Decloration 1/5 of 1% of the amount declared but not less than P 5,000, Dissolution via shartening of corporate term A. Stock Corporations B. Non-Stock Corporations P1,000 500 FOREIGN CORI ,PORATIONS AND MULTINATIONALS “Application under the Foreign Investments Act (aside from the fling {ee for che articles of incorporation) P3,000 “Application of Stock Foreign Corporations A. Branch office B. Representative Office 1% of the actual inward remittance of the corporation converted into Philippine currency but not less than P 3,000 1/10 of 19 ofthe actual inward remittance of the corporation ‘Converted into Philippine currency but not less than P 2,000 “Application of Non-Stock Foreign Corporations A. Branch Office B. Representative Office 3,000 3,000 “Application of Foreign Corporations for Conversion A. Representative Office to Branch Office B. Branch office to Representative Office 11% of the actual inward remittance of the corporation converted into Philippine currency but not less than P 5,000, 41/10 of 1% of the actual inward remittance ofthe corporation Converted into Philippine currency but not less than P 3,000, “Application of Multinational Corporations for Regional Operating Headquarters or conversion of a Regional or Area Headouarcers ineo Regional Operating Headquarters 1 of the actual remittance but not less than 1% of peso equivalent of $200,000 at the time of remittance 3of 1aIncorporation PARTICULARS RATES Application of Multinational P 5,000 Corporations for Regional or Area Headquareers | Pecion for Amendment of cense of P3000 {forcign corporations and multinational corporations Petition for Withdrawal of License of 3,000 Foreign Corporations and Multinational Corporations Petition for Appointment/ P3,000 ‘Substitution ofa Resident Agent Petition for Revocation of Appointment P3,000 ofesident Agent “Tinanded Arita of fcarporation & By- P2000 Laws of a Foreign Corporation | Recording f Deed of Assignment of P00 rastor ‘Shares of Stock (For deletion but shall be replaced by Voting Trust Agreement) Tettion toot Aside Order of P3.000 Suspension/Revocation Petition for Correction in Articles oF P3000 FINANCING /LENDING COMPANIES pplication for Coreficcte of Authority to Operate as @ Financing/Lending Company (Head Office) 3/10 of 19 ofthe pald up capital “Application for Certificate of Authority to Operate asa Lending Company (Branch office) 7/10 of 1% of the assigned capital ofthe Branch, extension ‘office, unit or satelite office “Amsandiment of Certificate of Authority fF ‘@Financing/Lending Company A. Head Office B. Branch Office P 500 P 500 ‘Annual Fee Lending Companies A. Head office B. Branch Office 1/8 of 1% of the required paid-up capital 1/8 of 1% ofthe required paid-up capital 4of14PARTICULARS RATES “Annual Fee Financing Companies A. Head office 1. Metro Manila 10,000 ‘and other Ist class cities 2. Other classes Ps.o0o of cities 3. Municipalities P2500 B. Branch office 1. Metro Manila P 1,000 ‘and other Ist class cities 2. Other classes Ps00 of ates 3. Municipalities P2s0 CAPITAL MARKET PARTICIPANTS (MUTUAL FUND DISTRIBUTORS/CERTIFIED INVESTMENT SOLICITORS/BROKERS/DEALERS/INVESTMENT HOUSES/UNDERWRITER OF SECURITIES /INVESTMENT COMPANY ADVISERS/ GOVERNMENT SECURITIES ELIGIBLE DEALERS/TRANSFER AGENTS) ce es Registration as Mutual Fund Distributor P 5.000 +LRF of 1% 1/2,000 of 1% of total value of creeper nor Amendment of Certificate of re eee ee 300 ee (aapetmrseonis Fee: 1/4 New Registration Sea sh 7 Hepa + TaFaTTR | evo oT from Oct. 1 ofthe previous year ‘to Sept. 30 of the current year ‘but in no case shall be less than 30,000 nor more than 100,000 + LRF of 1% sofia| _____rarricurars ___| RATES Broker (Main Ofce) P 40000 + LRFafi%6 | 1/2000 of 1% oftotal value | _ramnovercoveringthe period | from Oct. 1 of the previous year to Sept 30 ofthe current year butin no cage shall be less than | °N'730,000 nor more than 1 100,000» LR of 1% Decler (Main Office) P 40,000 +LAF ofi% | 1/2,000 of 1% oftotal value ‘turnover covering the period from Oct. 1 of the previous year to Sept. 30 of the current year bbut in no case shall be less than 30,000 nor more than 'P 100,000 + LRF of 1% Branch Office P 10000+LRFof1% | __P 15,000 +LRF of 1% “Associated Person P 3,000 + LRF of 1% P 1500 + LRF of 1% Salesman P 2,000 + LRF of1% P 1,000 + LRF of 1% “investment House/Underwriver P 75,000 +LRF oF 1% 472,000 of 1% of total underwriting commitments ‘covering the period from Oct.1 of the previous year to Sept. 30, of the current year but in no case shall be less than P 30,000 nor more than P 100,000+ LRF of 1% Tavestment House/linderwriter with P 75,000 +LRFofi% | Total annual fees as TH+ total Government Securities Eligible Dealers annual fees as GSED + LRF of 19% (GSD) Thvestment House Branch Office P 10,000 +LRF of1% P 15,000+LRF of 1% Tavestment House Compliance P 3,000 + URF of 1% P 1500 + LRP of 1% Officor/Associated Porson Government Securities Bligible Dealers | P 75,000 +LRF of1% | _ 1/2,000 of 1% of total value (GSED) turnover covering the period from Oct. 1 of the previous year to Sept. 30 of the current year but in no case shall be less than 30,000 nor more than 100,000 +LRF of 1% Government Securities Eligible Dealers P 3,000 +LRF of 1% P 1,500 +LRF of 1% Compliance Oficer/Assoctated Person 6oftaPARTICULARS, RATES NEW ANNUAL FEES Investment Company Adviser P 15,000 +LRFof1% | _1/2,000 of 1% of the average cend-of- month value of assets managed covering the period from Oct.1 of the previous year to Sept. 30 of the current year ‘but in no case shall be less than 30,000 nor more than P 100,000 + LRF of 1% [fivestment Company F 3000 +LRFofi% F500 + URE of% Adviser/Compliance Ofer ‘Transfer Agents P 10,000 +LRF of 1% P 10,000 + P 500 per Issue handled [total not exceeding P 10,000] + LRF of 1% [EXCITA NGES/SELF- REGULATORY ORGANIZATIONS/CLEARING HOUSES ‘AND CENTRAL DEPOSITORIES NEW ANNUAL FEES Exchanges 50,000 + LRF of 1% See table below. ‘A. Philippine Stack Exchange (PSE) Per semester, 1/100 of 196 ofthe aggregate amount of the sales ‘Additional Fees of Exchanges of securities transacted on such Exchange during the preceding calendar year or any part thereof | &. Philippine Dealing and Exchanges Per semester, 1/1,000 of 1% of the aggregate amount of the | (PDEs) Additional Fees of Exchanges sales of securities transacted on such Exchange during the preceding calendar year or any part thereof Value Turnover ‘Transaction Fee Per Semester Below 1008 300,000 210081508 600,000 3151822008 700,000 >201Bs 250B 800,000 >251B<300B 900,000 >301B<350B 10M >351B<400B 11M >401B< 4508 12M >451B<500B 13M >501B< 550B 14M >551 Bs 600B 15M >601.B< 650B 16M >651Bs 700B 17M >701B<750B | 18M >751B< 800 B 19M >B01B<850B 20M >851B<900B 24M >901B<950B 22M >9515<1T 23M >it. 25M 7 of 14PARTICULARS RATES as NEW ‘ANNUAL FEES . Clearing Agencies PS0000+LRFofi% | 1/1,000 of 1% of transactions cleared and settled in the previous year+ LRF of 1% D. Central Depositories P50,000+LRFoF1% | 1/2,000 of 1% of securities in custody during the previous year +LRF of 1% E. Securities Borrowing and Lending P10,000+ LRF of 1% P15,000 + LRF oF 19% Agencies | F. Self Regulatory Orgenizations P'50,000 + LRF of 1% P 100,000 + LRF of 1% G. Request for approval of stabilization activities 50,000 per issue and per company ISSUERS OF SECURITIES Registration Statement MAXIMUM AGGREGATE | _ AMOUNT OF FILING FEE PRICE OF SECURITIES TO BE OFFERED Not more than P 500M 010% of the maximum aggregate price ofthe securities to be offered More than PS00M butnot | P 500,000 plus 0.075% of the ‘more than P 750M ‘excess over P 500M Wore than P7S0Mbut |? 687,500 plus 0.05% of the not more than P 1B ‘excess over P 750M More than P1B P812,500 plus 0.025% of the excess over P 1B ‘The computation of filing fee excludes negotiated shares ‘Securities to be registered but which are not part of the offering, shall be based on Par Value In the case of options or warrants which have no issue value: Minimum of P50,000.00 in addition to the diminishing fee due oon the underlying shares ‘Shelf Registration 1. Shelf Registration 4) Upon filing of Registration Statement - based on the value of the Ist Tranche ») Filing fees for subsequent tranches ~ payable within seven (7) business days prior to commencement of the offer/sale 2. Registration Fee of Mutual Funds Based on Net Asset Value per share but in no case less than par value NB. (2) The registrant shall execute an undertaking to pay the ‘remaining registration fees no later than 30 days prior othe expiry ofthe three (3) year period reckoned from the dave of effectivity of the Registration Statement (2) pay the fling fe for registration of securities ‘in tranches, rather than upfront, based on the total value of shares covered by the Registration Statement. provided, however, thatthe ‘open-end investment company must, upon fling ofthe Registration Statement (RS), submita sworn statement hy its President indicating ‘the schedule or program for the payment of the unpaid fees which must ‘be paid within three (3) years from th effective date ofthe RS Bof aPARTICULARS, RATES Short Term Commercial Papers “Maximum aggregate price of securities to be offered and ‘Amount of Filing Fee Not more than P 250M - Filing fee of 0.10% of the maximum aggregate price the securities to be offered More than P 250M but not more than P SOOM ~ Filing fee of P 250,000 plus 0.075% of the excess over P 250M More than P SOOM but not more than P 750M - Filing fee of P 437,500 plus 0.08% of the excess over P SOOM More than P 750M - Filing fee of P 562,500 plus 0.025% of the excess over P 750M Registration as Investment Company P0000 (one-time payment) ‘Tnnual Information Statement of MAXIMUM AGGREGATE | AMOUNT OF FILING FEE Exempt Commercial Paper Issuer (SEC | PRICE OF SECURITIES TO BE Form 85-18-1) OFFERED ‘Not more than P50 Million ?10,000 ‘worth of CPs Not more than P100 Million 20,000, ‘worth of CPs | Upto P1S0 Million worth of CPs 30,000 Issuance of more than PISO | 1/10 of 1% of the value of Million worth of CPs within a Ps: ‘12-month period Request for Confirmation re: exempt P,000 Request for Confirmation of Exemption 1/10 of 1H of the aggregate value of securities tobe sold or issued but in no case less than P 1,000 NB. Fees paid relative to the exemption shall be credited as filing fee for the subsequent registration of exempted securities ial Paper (GP) issuances over 1/10 of 1% of the aggregate value of securities to be sold or {issued but in no case less than P $0,000.00 Request for Exemption 1/10 of 1% of the aggregate value of securities to be sold or Issued but in no case less than P 10,000 ‘Short Form Registration Statement P 150,000.00 or 0.10% of the maximum aggregate price of the ‘securities to be offered, whichever is higher, less the filing fee previously paid for the exempt transaction Petition for Voluntary evocation of P10,000 Permit to Sell Securities ‘Amended Registration Statement (any 12,000 amendment except price increase) gof1aPARTICULARS. RATES MAXIMUM AGGREGATE | AMOUNT OF FILING FEE PRICE OF SECURITIES TO BE OFFERED. Tender Offer Statement Not more than P 500 M 0.10% of maximum aggregate price of the securities to be offered More than P 500M butnot more | 500,000 plus 0.075% of ‘than P 750 M ‘the excess over P 500 M More than P 750M but not more | P 687,500 plus 0.05% of the than P 1B excess over P 750 M More than P18 P-8412,500 plus 025% of the ‘excess over P 1B, Tnitial Information Statement filed by the Reporting Company P7500 All subsequent IS (amended) fled shall he subject to a fee of P5,000.00 (this is to discourage haphazardly prepared IS) Tnformation Statement fled bya person other than the Reporting Company P5,000 Request for ‘Exemptive Relief 50,000 per issue and per company Licensing Fee 2710 of 1% ofthe pald-up capital ofthe head office, branch, agency or extension office Request for ‘anew Certificate oF Authority re: Change of Address Head Office - P500.00 Branch ~ P500.00 ‘ACCREDITATION AND OTHER RELATED FEES CREDIT RATING AGENCIES ‘Application Tor Accreditation P50,000 ‘Annual Monitoring Fee “Annual Fee of P 15,000 shall be paid yearly atleast 45 days prior to the anniversary date of ts accreditation EXTERNAL AUDITOR AND FIRMS ‘Application Individual practitioners or partners of Tor accrediation of GroupA-P 5,000 Group B - P 3,000 auciting firms Group C or D -P 2,000 ‘Annual Fee Group C or D ~P 5,000 for each Accredited Sole Practitioner “Application for accredivation of Group A~ P 20,000 Auditing Firms Group B - P 15,000 Group C or D ~P 5,000 “Annual Fee Group A~P 2,500 per accredited partner + P 20,000 for the firm Group B- P 2,000 per accredited partner +P 15,000 for the firm Group C or D ~P 1,500 per accredited + P 5,000 aoofasPARTICULARS, RATES APPRAISAL COMPANIES —— ‘Application | P 10,000 “Annual Fee 2,000 SURETY COMPANIES Thitial Application P5,000 Renewal P5,000 ‘Annual Fee 1,000 plus P 100 per BD Client outstanding capital, percentage of Filipino stockholdings ete. ‘OTHER FEES VARIOUS CERTIFICATIONS Carfication Under ATS F300 General Carictions F300 Carfction on Corporate Information, F500 Recording of Deed of Assignment of Stock Corthcat of Company Saas P500 Certification on-paid-up-capital, P 1,000 Cerificate of incurring, creating, increasing bonded indebeedness 1/5 of 1% of the total indebtedness but not less than P 1,000 Cerificate of huthority of branch office offinancing company 1/5 of 1 of the assigned capital ofthe branch, agency, extension office or unit, but not less than P 2,000 Certificate of Authority of branch office oflending compary 1/5 of 1H of the assigned capital ofthe branch, agency, extension office or unit, but not less than P 600 REGISTRATION/NAME VERIFICATION FEE Registration foe of Stock and Transfer Pis0 Book ‘Registration fee of Membership Book PIS ‘Name Verification Reservation Fee P 100/allowed name for 30 days OTHER FILING FEES | isting Fee a P2500 Certification Fee for Reyistration or P 500 Non-Regiseration of Securities Complaints/ Petitions 2,000 Request for Confidential Treatment and ‘every request for extension of Confidential Treatment P'80,000/per information and per company aofaéPetition for Change of Corporace Name PARTICULARS. RATES ‘Any other filing made requiring action 2,000 by the Department VEALS. Petition for revocation of Certificate of Registration ‘Note: To cover all pes of petitions {for revocation 3,030 (inclusive of P 30 Legal Research Fee) Petition for Calling of Meeting “Appeal from the Orders ofthe Operating Departments LEGAL RESEARCH FEES Tegal Research Fee 1% of the Registration/Fillng Fee but not less than Fifty Pesos (P 50.00) shall be paid at the time of ling ‘actions from OCA ‘OPINIONS/CONFIRMATION Request for opinion] P25,000 ‘confirmation from GA NB. This involves complex issues that would require ‘extensive research ‘Request for clarification and other P 10,000 NB. This involves non-complex issues or issues ‘with precedent cases O6C opinions P10,000 BASIC SERVICE CHARGE Public Reference Unit Basic Charge P50 per request Basie Charge (for authentication of documents) P50 per document Computer processing charge Paper minute Viewing Fee for tView facility P 0.50 per page REPRODUCTION OF DOC JUMENTS IN PLAIN MICROFILM/DIGITAL COPY. “Articles of Incorporation/ P 100 ‘Amended Articles of Incorporation ‘By-Laws/Amended By-Laws P100— General Information Sheet P25 ‘Increase in Capital Stock P70 motePARTICULARS RATES Resolution P25 ‘Seeretary/s Certcate Pas Board Resolution P25 Registration Data Sheet P35 Deed of Assignment PI Borrowing Fes for bard copy not P50 perder ‘available in fm REPRODUCTION OF DOCUMENTS IN AUTHENTICATED COPY “Articles of corporation? P20 ‘Amended Articles of Incorporation By-Laws/Amended By-Laws P150 General Information Sheet ~ P00 Tncrease in Capital Stock P20 Resolution P50 ‘Secretary's Certificate P50 Board Resolution Pas ‘Registration Data Sheet Pas ‘Deed of Assignment Pas Reproduction of documents not mentioned above 0 per page + P50 basic charge per corporation ‘Authentication of document not ‘mentioned above P10 per page + P50 authentication fee per document ‘Naw generation of statities oF listings, per data year and indus‘ry or ‘geographical classification P1000 per year of data per isting Soft copy of readily available data Listing of top 5,000 corporation (basic indicators te, profit sles, assets, liabilities, equities) 1,000 per year of data per listing Company Listings and Statistics 1,000 per year of data Tard copy of documents with list containing various information ie. address, industry classification, ‘equity structure ete. PS per pase 1 0f4“SEC Bulletin PARTICULARS. RATES ‘Soft copy of documents with list ‘containing various information ie. address, indusiry classification, equity structure etc ~ CD-RW media P50 perpiece -DvD P 100 per piece SEC Publication PASO per copy All other circulars, rules, orders, and issuances, or part thereof inconsistent with this Memorandum Circular ar hereby repealed or modified accordingly. ‘This Memorandum Circular shall take effect after fifteen (15) days from publication in a newspaper of Issued this “hay of August 2016, Mandaluyong City, Philippines. aeof ie a ot ‘TerESITA J. HERBOSA Chairperson