When does this happen?

…Precisely, the stock exchange should be fast. Because

the value of the security could change fast also. Changes Normally pag merger.
of 1 second or 2 seconds can already greatly affect the
price of the securities in an exchange.

So here, when you are trading in an exchange, all

transactions in the exchange, Broker’s transactions,
they are exempt transaction. You don’t need to have
them registered per transaction.

(i) Subscriptions for shares of the capital stock of a

corporation prior to the incorporation thereof or in
pursuance of an increase in its authorized capital
stock under the Corporation Code, when no expense is
incurred, or no commission, compensation or
remuneration is paid or given in connection with the sale
or disposition of such securities, and only when the
purpose for soliciting, giving or taking of such
subscriptions is to comply with the requirements of such
law as to the percentage of the capital stock of a
corporation which should be subscribed before it can be
registered and duly incorporated, or its authorized
capital increased.

As you can see, SRC is based on the old Corporation

Code. Currently in the RCCP, there is no more minimum
requirement to incorporate. Wala na ang minimum
subscribed and ang minimum paid-up. So that
restriction is no longer applicable.

But for authorized capital increase, there is still that

minimum requirement under the RCCP. Any
subscription pursuant to an incorporation or an
increase in authorized capital stock provided nga sa
increase of authorized capital stock is to comply with
the minimum requirement nga subscription before it
can be increased, that is exempt transaction.

In excess of the 25% nga required to be subscribed, well

that is not an exempt transaction. Unless it falls under
some other type of restriction under the Securities
Regulation Code.

(j) The exchange of securities by the issuer with its

existing security holders exclusively, where no
commission or other remuneration is paid or given
directly or indirectly for soliciting such exchange.

Kani siya class, this is basically when you exchange your

shares for another type of security. But not pursuant to
a right of conversion. So mag-ilis ka from one type of
security to another, but not pursuant to a conversion.