Professional Documents
Culture Documents
Banking Lecture
Banking Lecture
July 4, 1946 we got our independence. At that time, there were already banks. BPI bank was
already existing. Government also PNB was a government bank. There was already a need to
regulate the banking industry. In 1948, legislature created the Central Bank of the Philippines.
However, the Central Bank became bankrupt. It was embarrassing so the legislature abolished it.
Upon abolishing it, legislature created the Bangko Sentral ng Pilipinas which has a different
identity. It was an entirely new entity.
Anong structure ng BSP? It has a corporate structure. It affairs are managed by a board called a
monetary board. BSP and Central Bank has a different composition. Monetary board of the BSP-
BSP Governer, Cabinet Member (depends on the President kung sino ipapadala niya), 5 full time
directors from the private sector (kaya dinagdag yung private sector para never gawin dumping
something ang monetary board and to make sure they understand their responsibility and
competent; pwede yung person has worked with government corporation, basta private sector).
Regular term of governor and full-time director is 6 years. Person who is appointed as governor of
BSP or full-time director during vacancy, serves only the unexpired portion of his predecessors.
Nestor Espanila was appointed during Duterte’s term but was called by the Lord. He only served
for about 2 years and 3 months. Ben Diokno was appointed to fill his vacancy, so he will serve
for 3 years and nine months. Same rule with full-time directors. Pwede ba sila ma-reappoint? Yes,
but only once. What could be the maximum number of years that a person may serve in the
monetary board? 12 years. After having served the monetary board, there is a prohibition against
governor and full time -directors that for the next 2 years they cannot serve in any capacity in any
corporation that is under the supervision of the monetary board except when serving the interest
of the PH Government.
Who are in the lending business but are not supervised by the BSP?
1. Lending investor (it is a corporation that grants loans from paid-up capital, they cannot
accept deposit from the public; you should have a minimum paid-up capital of P1M)
[Regulated by SEC];
2. Finance company (if the paid-up capital of corporation is at least 1P0M) [Regulated by
SEC];
If not qualified to take loan sa bank, they go to lending investor or finance company. But if
you want na makatipid, you can sa insurance company kasi mas lower ang interest.
What is money?
It is universally defined as any medium of exchange.
What is the symbol of peso? Capital P backspace strikeover or slash [in typewriter], nahirapan
yung mga legislature so naging Capital Letter P.
PHP – PH is an abbreviation of the word Philippines, universal yan. Yung next na P is peso sign.
So Philippine Peso. Kaya kinakabit yung PH kasi other countries use peso also like Argentina and
Mexico.
What is a symbol a centavo? The symbol is always a small letter c, no slash. Yung may slash is
American yun, cent.
We have notes where ordinary people call it perang papel. But it is more of a cloth.
How will you know when BSP was established without looking at any law? Yung mga coins
na ang likod is flag of the Philippines, may nakasulat sa likod na 1993. Kasi nagkaron ng flag sa
Heraldi Law. Under that law, bawal gamitin flag sa coins so ang ginawa nalang is tuloy tuloy
minting ng coins so sa mga bagong coins, wala na siya.
San dinadala yung printed and minted? Pagkatapos in mint and print, pasok muna sa vault ng BSP.
Habang nasa loob sila ng vault, are they currency? NO SINCE THEY ARE NOT YET IN
CIRCULATION. Tandaan niyo, currency is from the word current meaning moving, nagalaw.
Hindi sila nagalaw sa vault. Sa araw-araw, sa office ng BSP, may nakapila na armored cars, yung
mga armored cars na yun is kumukuha ng pera sa BSP. Then pagkakuha ng armored cars ng money,
idsitribute nay un sa banks. Pag lumabas na sa vault ng BSP, currency na. Pwede ba bumalik sa
vault yung mga nakalabas na? YES. Syempre naluluma na and nakakadiri na yung mga money, pa
luma na ang notes, they are withdrawn from circulation. Tapos itatabi na ng bank. Then yung bank
yung magrequest sa BSP to give new notes. Demonetization – process when the notes and coins
are not fit for use, so they will be withdrawn from circulation and will be retired? When bumabalik
pera sa BSP? When banks comply with the so-called reserve requirements.
• Meron laman wallet yung wallet mo, $50 bill. Is that money? YES. Is that currency? NO.
• Bagong Lipunan Series, money pa din but they are not in currency anymore kasi hindi na
siya in circulation.
One mode of extinguishing an obligation is payment of legal tender. Legal tender is a currency
(Philippine Peso and in circulation) in such quantity prescribe by law or regulation to be acceptable
in payment of all obligations.
Bawal dapat candy yung sukli because of the law but madaya pa din yung mga establishments,
yung mga malalaki lang binibalik like 25 cents but nobody cares
Denominations of Peso Coins: P1, P5, P10, and P20 but limited
Centavo Coins: 1c, 5, 10c, 25c
Replacement Rules
1. Damage Notes
a. At least 3/5 of the notes must still be present.
b. There must still be at least 1 set of serial number (There are 2 sets of serial number
sa note, isa nasa lower left and is nasa upper right)
c. There must still be at least 1 signature [Whose signature appears on the note? BSP
Governor and Philippine President].
d. There must be no sign of intentional defacement. [Intention of damaging a note and
coin is a crime where a person can go to jail]
Trivia: Sa lahat ng notes natin, ano ang most blessed? P20. Most people give P20 sa church so
pag napunta na sa altar yun na-bless ng priest. Ano yung di nakakapasok ng simabahan? P1000
pero andiyan sa malls, hotels.
2021 年 03 ⽉ 08 ⽇
If you are a minimum wage earner and you can afford only 1 can of sardines per day, araw -araw
ka bibili ng sardines. If nagkaron ka ng bagong job, you will have more money and maiisip mo di
ka na bibili kada isang araw. Makakabili ka na ilang pieces. Ilan ba Pilipino? More than 105M
tayo. If lahat yan magsasabay sabay ng bili ng dadag, of course the manufacturer will be happy
kasi malakas negosyo. However, the time will come that the manufacturer cannot meet the demand.
If there will be more demand, the supply will be low and the price will go up. Pag tumaas presyo,
ang tendency ng tao is to consume less. Pag bumaba naman demand, yung manufacturer magcut
down ng production. Yung employment ma-affect.
The monetary board meet weekly. The reason is that the government should make necessary
intervention with the prices. Hindi masama magkaron ng inflation. Kaya lang pag sumbora
inflation, naguguluhan economy. Inflation? Pag tumataas presyo. Opposite is deflation. Ang
deflation is masama. Ang inflation up to a certain percentage na tinatarget ng government to a
certain point is good. Yung deflation pagbaba ng prices like Japan, hindi maganda.
Deposit liability of banks – ito ang mga dinedeposit natin sa banks. Kunwari may nagbigay sayo
ng P1000 and you don’t use it immediately so itago mo nalang sa bank. The bank will record it as
deposit liability. The relationship between a bank and depositor is debtor and creditor, where the
depositor is the creditor and the bank is the debtor.
Kunwari nag-time deposit ka na P100,000, syempre the bank will pay you interest and ikaw aasa
ka na the bank will pay interest. If ikaw banko, pano mo kikitain interest na babayaran mo sa
depositor? Syempre papautang mo.
1. To service withdrawals
2. To manage money supply
Ilan trillions of pesos are in circulation? Kunwari 100 trillion, tanggaling mo 1% which is
1 Trillion. Imagine mawawala sa circulation yung 1 trillion? Kaya konting pera umiikot
ngayon kaya cut-down muna sa consumption.
Central bank is known as the bank of banks. San kukuha ang banks ng money para ipa-
utang? Umuutang sila sa Central Bank. Kaninong pera yung pinapa-utang ng banks? (1)
Payment of subscription of subscribers (paid-up/paid-in capital)
Pag magawa ka ng universal bank, kailangan yung paid-up capital mo in MNL is at least
10B. Isa yun sa mga gagamitin sa pagpapa-utang. Remember (2) Deposit by the depositors;
(3) Earnings of banks (earnings on loan). Syempre pag nagpa-utang bank kikita yun, papa-
utang din yung ng bank.
Bank, may paid-up capital, madami deposit then madaming loan application. Syempre mga
nagfile ng application need ng mga money, magfollow up mga yan. So unang question ng
applicant is kamusta na yung application, then sabihin ng agent approved na. Second
question is tatanong kalian magrerelease? Ang tinitignan ng bank is kung kalian sila
mawawalan ng pera. Ang gagawin nila is uutang ng BSP. Kailangan ng collateral? YES.
Pag ang bank umutang with the BSP, ang collateral is the receivables sa mga pina-utang.
Ang tawag sa process na yun is rediscounting with the receivables.
If the government want to stimulate the economy, katulad ngayon madami inooffer na loan.
How does government attract loan? Yung interest sa rediscounting is binaba. May reserve
requirement sa BSP, mag papa-rediscount na tayo, sasabihin ng BSP sa banks in order to
stimulate the economy is magpapa-utang sila ng is 1% per annum lang. So [I was
disconnected]
Ang pwede lang magpa-rediscount sa Central Bank ng receivables is mga banks. Pag
magstart ka ng business, syempre you want na mapansin ka ng passerby. So ano ginagawa
nila? They use large speakers and yung balloons. So pumasok na customers and sobrang
ganda ng offer mo, so na-sold out ka. Madami ka receivables, yung mga receivables nila
ipapa-rediscount sa investment house. Yun ang ginagawa pag ordinary businessman is
rediscounting sa investment house as only banks can avail of rediscounting sa Central Bank.
Functions of BSP
1. Issuance of currency
2. Management of money supply
3. It supervises the banking industry and quasi-banks.
It is not only supervision but also control. Kaya control is every now and then, the BSP issues
circulars. Kaya yung mga banks, may mga files sa circulars and lahat ng gagawin ng bank is in
accordance with the circular and if not, may penalty. Bawat galaw sa bank, dapat in compliance
with the regulation of the BSP. Yung Manual of Regulations, yung mga veteran araw araw nila
yun gagawin. Pag may power to issue rules and regulations and to prescribe penalty for non-
compliance, that is control.
The Supreme Court ruled that it is not a violation of due process clause because banking is imbued
with public interest and closed now, investigate later is a legitimate exercise of police power.
Notes:
• Inflation - Inflation is the decline of purchasing power of a given currency over time. A
quantitative estimate of the rate at which the decline in purchasing power occurs can be
reflected in the increase of an average price level of a basket of selected goods and services
in an economy over some period of time. The rise in the general level of prices, often
expressed as a percentage means that a unit of currency effectively buys less than it did in
prior periods.
• Deflation – It occurs when the purchasing power of money increases and prices decline.
• Law of Supply and Demand – Generally, as price increases people are willing to supply
more and demand less and vice versa when the price falls.
What is a bank?
A bank is an entity that grants loans from deposit.
Banks cannot distribute its profits as dividends kaya sa corporation may retained earnings. What
are retained earnings? The other term is surplus profit. It is also known as surplus. How can
paid-up capital be impaired or diminished? It is impaired or diminished by losses. So nagstart
tayo ng business ang paid-up capital natin is 1M then nalugi tayo ng P10000. So ang paid-up
capital natin is P990,000. At the end of the second year, lugi na naman tayo but P5,000. Ang paid-
up capital natin is P985,000. Ang impairment is 15,0000. Third year ang ganda ng negosyo natin.
Net profit after income tax is P25,000. Yung kinita natin is ibalik muna sa mga nalugi natin sa
previous years (yung 15,000). Yung P10,000 na excess na di pa nadidistribute as dividends is what
you called retained earnings.
How are banks classified? (It was asked two times in the bar) – according to amount of paid-up
capital because the BSP prescribe initial paid-up capital for banks.
1. Universal Banks
2. Commercial Bank
3. Thrift Bank
a. Savings and Mortgage Bank
b. Private Development Bank
c. Stock, savings, and loan association
4. Rural Bank
5. Cooperative Banks
A universal bank is a commercial bank. Kung ano ginagawa ng commercial bank, ginagawa ng
universal bank kaya lang in addition, universal banks can engage in the business of investment
house.
Section 52 of the Negotiable Instruments is very important. When you say that an instrument is
not regular in its face, ano ginagawa niyo? Bataan Cigarette Factory v. State Investment House
Incorporated: when a check is crossed, the crossing of the makes the check not regular on its face.
If it is negotiated to somebody, the person who acquired it thereafter will no longer be a holder in
due course.
1. Rediscounting of receivables
2. Underwriting of securities - committing of a firm basis or best efforts to raise money
needed by the client.
Commercial Bank
2021 年 03 ⽉ 15 ⽇
Investment House
***Bataan Cigarette vs State Investment House Incorporated - when a check is crossed, the
crossing of the makes the check not regular on its face. If it is negotiated to somebody, the person
who acquired it thereafter will no longer be a holder in due course.
Appliance store example (opening a new appliance store with promos) – pag nakabenta na,
yung buyers nagsign ng promissory notes, ikaw na businessman, punta ka sa Investment
House kasi mga paninda ko is sold out na. Investment House will ask what is your collateral?
So the businessman will said na he has a lot receivables from the promissory notes signed
by the customers. Investment House will agree. This is what you call re-discounting. When
merchant needs more capital, what they will do is have their receivables rediscounted in an
investment house.
2. Underwriting of Securities
What are securities? Securities are instruments evidencing investment in a commercial
enterprise. Commercial enterprise are stock corporations. It cannot be non-stock since non-
stock corporations are organized for mutual benefit of its members.
Debentures is a type of debt instrument that is not backed by any collateral and usually has
a term greater than 10 years. Debentures are backed only by the creditworthiness and
reputation of the issuer. Both corporations and governments frequently issue debentures to
raise capital or funds.
Other form investing is becoming part-owner of the corporation. After full payment of
your subscription, what do you expect to get from the secretary? Certificate of stock/ stock
certificate.
What kind of shares I may subscribe to? It depends on the company offerings. Usually
preferred shares. If you buy that you become a shareholder.
Pag nag-IPO, the shares offered are common shares. If corporation need ng money, they
usually offer preferred shares . Kung mag-issue ng common shares ang corporation, may
possibility na persons who buy the shares may pool their shares and elect a new director.
Mga corporations, they do not want that to happen so they issue preferred shares. Preferred
shares are those shares that have priority. One priority is dividends and the other is assets.
If a corporation needs more money and it can predict how much it could earn in a year,
what the corporation does is offer preferred shares and guarantee a return. Yung guarantee
ba na 5% per annum, is that interest? NO. Ang kinikita ng preferred shares ang tawag is
dividends kasi stockholder yun.
When does a stockholder receives dividends? When a corporation has surplus profits. Kung
walang surplus profit ang corporation, kahit guarantied in writing, hindi pwedeng ibigay
kasi it will be a violation of the trust fund doctrine. What is the tr All subscriptions bought
paid and unpaid shares constitute a trust fund for the benefit of the creditors of the
corporation
JG Summit offered bonds in the public to buy SMC shares. How does the corporation raise
money from the public? If a corporation intends to raise money from the public, it is
required to register first its securities with SEC. So the securities are registered na. Will JG
Summit directly talk with the public? The answer is NO. Example I am the Gokongwei, I
will invite selected presidents of banks and investment houses (e.g., President of BDO, BPI,
and Metrobank..) So may lunch muna then meeting na then I will say that I need somebody
SMC will build an airport in Bulacan, Bulacan. Cost is 750B. May ganun bang money ang
SMC? None. San kukunin ng SMC? SMC has already offered preferred shares with a 5%
guaranty per annum. You may not believe it, but yung offer na yung is oversubscribed.
Oversubscribed is when you pool the all the money reserved, sobra sobra siya na need ng
SMC. Ang mangyayari dun is bibigyan ka lang ng unti, you will not get what you
subscribed to.
Thrift Bank
What is the biggest thrift bank? Savings and mortgage bank; then private development bank; ang
pinaka-maliit is stock, savings, and loan association. Difference among the three is paid-up capital.
Savings and mortgage bank – those which accepts deposit of small depositors for building of
houses. What are small depositors? Yung halaga ng dinedeposit is mas maliit.
You want to have a condo kasi pagod ka na mag-rent but you don’t have money. San ka uutang?
PAG-IBIG Fund. Why PAG-IBIG Fund? It has smaller interest than banks and you can extend the
payment up to 30 years. Nag-apply ka sa PAG-IBIG but you were not approved. San ka uutang?
You can borrow sa any banks. Yung mga banks, they will say the interest rate is good for 2 years
after 2 years, they will review. Ang bad thing about diyan is pag tumaas, tatatas din ang monthly
payment mo.
Chinese Banks
Equitable Banking Corporation
China Banking Corporation
Philippine Banks of Communication (this wasn’t acquired by Henry Sy)
Rural Bank
• Smaller paid-up capital.
• Ownership of rural banks can be up to 60% foreigners (there’s a law kasi nagsasara ang
madaming rural banks)
Cooperatives Bank
It is owned by cooperatives. Cooperatives that are properly managed, they profit. Kung ikaw
cooperative na kumita ng millions, san mo ideposit yung money na kinita ng cooperative?
Remember you are in the province. Nakakatakot din magdeposit sa Rural Bank kasi baka magsara.
So ang remedy is yung mga cooperatives, nagtatayo ng cooperatives bank. Ang cooperative bank
ang nagregulate is BSP, pag cooperatives, Cooperative Development Authority. Ang interesting
question is when ang cooperative na-bankrupt and the cooperative bank is nakita since they have
different management.
Islamic Bank
This is the pinaka-maliit before pero hindi na now. Philippine Al Amanah (example), the
transaction is usually from Mindanao. In Islam, contracting to pay interest is immoral. If uutang
Muslim sa bank mo, pano ka kikita when you cannot charge interest because it is immoral? If
someone borrows money from the other, the compensation from borrowing is that they share in
the profit. In Islamic Bank, the borrowing of money, parties to the contract agree to share in the
profit.
2021 年 03 ⽉ 22 ⽇
If you deposit 1M to the bank, the bank cannot try to lend everything because all deposits are
reserve requirements. If time deposit, the reserve requirement is 20%. So ang pwede lang ipa-utang
ng bank is 800,000 since the 200,000 is the reserve requirement. Yung 800,000 will earn interest.
If kumita yung banks with the interest, they will pay gross receipts [another way of helping the
economy].
Bakit may umutang sa bank? You must have in mind something productive. For example, you
borrowed the P800K for your house renovation. Syempre you will buy construction materials. So
bibili ka sa hardware. The owner of the hardware will pay VAT after your purchase [another way
of helping the company]. You will need plumber, electrician, and construction worker for
renovation. Plumber, electrician, and construction will have money to earn; then they will have
money to spend. Plumber, electrician, and construction after receiving their wage will go to
Jollibee to buy value meal. Jollibee will pay VAT [another way of helping the economy].
If there will be no bank secrecy law, there is a possibility that the deposit of a person will be fully
disclosed without his consent.
• The Bank Secrecy Law obliges bank to hire employees on a permanent basis. It cannot be
contractual.
There can be an inquiry not only on the account of accused, but also on the account of the spouses,
relatives, and even close friends, and associates.
Another benefit is that your deposit in foreign currencies cannot be subject of garnishment.
Rulings of the Supreme Court is like decision of an angry woman, no appeal. Wala ka magagawa.
Yun na huli, The SC makes the final ruling.
2011 年 03 ⽉ 29 ⽇
Only where the relationship is debtor [bank]-creditor [depositor]. The insurance is up to the
person’s money in his/her account but not to exceed P500,000 per person, per bank.
If a bank will be ordered close due to insolvency, all deposits in the name of depositor in different
accounts, even in different branches, they will be all collated. And the total of these is yung
babayaran ng PDIC. But this should not exceed P500,000 per person, per bank.
Per bank – For example, you have 2 accounts in different bank. Yung Bank 1 deposit is P500,000
yung sa other bank is Bank 2- P490,000. How much allowed na indemnity? The indemnity will be
the total amount deposited as long as it does not exceed P500,000. Bank 1 deposit - P500,000 yung
sa other bank is Bank 2- P490,000.
EXAMPLE: With BDO, I have P500,000. If nagsara BDO, magkano makukuha ko? P480,000.
With my wife, I have a joint account amounting to P500,000. Magkano kanya? P250,000. Akin is
P250,000. So makukuha ko P500,000 sa personal then P250,000 sa joint account. With girlfriend
# 1 P500,000 joint account kami. So tig-P250,00 0 each kami. Magkano lahat matataggap ko sa
PDIC? P500,000 sa personal ko. P250,000 each kami ng wife ko. And yung girlfriend ko, tig-
P250,000 each din kami. So if may another joint account pa with girlfriend #2, P500,000. She will
get P250,000 and I will get nothing because nasagad ko na yung P500,000.
Even if Rural bank, the amount of deposit insurance is also 500k per person. Even if Rural bank,
the amount of deposit insurance is also 500k per person.
Yung favored client ng bank need money for 60 days. So example, if you need 5M on April 15.
You will say kay bank officer na can you help me? Ang gagawin ng branch officer is kakausapin
yung mga taong may big time deposit. Sabihin sayo ni officer ng bank, like if you have 5M in time
deposit - just renew the P1M for time deposit, yung 4M, ilalagay sa money market placement.
We’ll pay you 2% per annum for 60 days only. Time deposit holder committed na. The branch
manager will find someone again. Yung time deposit niyo magmature na. Yung time deposit niyo
is 2M, renew niyo lang yung 1M while yung 1M is money market placement. We’ll pay you 2%
per annum for 60 days only. Both committed na. The branch manager will talk to the person na
nangungutang and will say we will loan to you with an interest of 4% per annum but only for 60
days lang.
It is a transaction with the bank. In a money market transaction, the bank is only an intermediary.
Pinagtatagpo ng bank yung taong may money and need ng money. This is not insured with the
PIDC because walang creditor-debtor relationship.
Financial Market
Money lang pinag-uusapan dito. For example, commodities supermarket, may buyer, seller, and
intermediary. Same lang. When we talk about financial market, there are money market, capital
market, bond market, and stock market.
Capital Market
Source of funds where the repayment period is more than 1 year but less than 5 years.
Bond
It is a promissory note where the repayment period is more than 5 years.
Bond Market
Source of funds where the repayment period is more than 5 years.
SMC owned 25% of Meralco. But later on, it was sold by SMC to John Gokongwei [JG Summit
Corporation] for 82 Billion. To be able to buy that, nangutang siya sa public by bonds na payable
for 5 years.
2021 年 04 ⽉ 19 ⽇
Purpose: So that the person borrowing money or person buying goods in credit/installment would
know the actual cost of credit.
In Truth in Lending Act, before the consummation of transaction, the person lending money
or person selling goods in credit or installment should deliver to the other party a written
statement showing the breakdown of his charges.
One Case: No compliance with the Truth in Lending Act. The creditor is attempting to collect a
service fee. Ayaw ng debtor magbayad, wala daw sa promissory debtor. Sabi lang sa promissory
note, magbabayad si borrower ng interest. Wala nakalagay na payment of service fee. The
Supreme Court ruled that as there was no compliance with Truth, the creditor cannot collect
2021 年 04 ⽉ 26 ⽇
Central Bank of Bangladesh – CB of Bangladesh bank records were hacked, and millions of dollars
were transferred South Commercial Banking Corporation. Kaya yung bank manager sa Jupiter,
Makati was charged and convicted for violation AMLA. Money from abroad were transferred to
the PH through the banking system. Yun yung ayaw ng AMLA. If there’s money na papasok here
in the PH, kailangan malinis.
Covered Persons
I said earlier, tawag now is covered persons. Originally, covered institutions. Kaya dati in the
original law, the ones covered were banks, quasi-banks, trust entities, insurance companies.
Nadagdagan ng pre-need companies. Sino pa mga nadagdag? Foreign Exchange Dealers,
pawnshops, money changers, remittance companies. Kasama sa original, securities dealers,
brokers, investment houses, salesman.
Stock Exchange
The product here is shares of stocks. If yung market , yung binebenta is consumer goods. Dumami
na yung corporations and some people want to acquire shares of stock of a company. Kaya para
magkaron ng convenient facility for acquiring and selling shares of stock, nagkaron tayo ng stock
exchange. Ilan stock exchange natin? 2 before – Makati Stock Exchange and Manila Stock
Exchange. But it later become one - no merger and no consolidation, nagtayo nalang ng Philippine
Stock Exchange.
If you want to buy shares of any listed shares, how do you do it?
Transact through the exchange. Kung wala tayong Philippine Stock Exchange, you want to buy
SMC shares/ sell you SMC shares, ano kaya gagawin mo if we have no exchange? Dati nung
walang exchange, ang ginagawa is magpa-advertise sa newspaper – wanted to buy; wanted to sell.
If you do that, gano katagal to get results? You’re lucky if someone responded. Pero pag wala, you
will advertise again. Ngayon dahil meron tayong exchange, you just need to contact your broker
in order to buy shares for you. Kaya if you want to trade, you have to find a broker.
Broker [SRC]
It is a corporation. Mandated yan ng SEC. Para maging broker ka, kailangan corporation ka. Hindi
pwede individual. Sa ngayon, if the business involves public interest, hindi na pwede individual.
Why? Pag individual, walang kasiguraduhan na buhay ka pa next day. Kawawa naman client pag
ganun. Mag-file pa siya ng claim against estate of the deceased person. Whenever the transaction
involves public interest, it is required by the regulatory body that it be organized as stock
corporation. Ang stock corporation, it has personality of its own, separate and distinct from its
officer and directors. Kaya ngayon ang mga broker is stock corporation.
Kunwari nagpunta ka sa broker, you talked to the president and manager [persons associated with
a broker] , X went to the office of the stockbroker and talked with Y, the manager. They discussed
ano gagawin.
The following day, X said I will try. For example X will buy 1000 SMC shares. Ano
gagawin nya? Tatawagan niya D to ask him to buy SMC shares at a specified price. D
received the order. Syempre, D does not know if may nagtitinda or wala. Ang gagawin pag
nagkatanggap ng order to buy sa PSE, ipopost nya – buying 1000 SMC shares at P90. Yung
sa PSE electronic board, those are prices of the stocks. Hindi mabubura dun until may
magbebenta. J called her broker, ihanap mo ako ng buyer, I plan to sell 2000 SMC shares
at P95. So D will ask if J is willing to sell 1000 SMC shares at P90. J will decide. If she
decides na she will sell, D will match her order with those of J. Gano katagal? It does not
even take 1 minute. Yan ang advantage ng PSE. Sabi ng karamihan, investment of shares
of stocks listed in PSE are very liquid investments. Meron kang vacant ng lot. The question
is, how long will you sell it? Can you sell it in one minute? Surely no. But you have stocks
in PSE, you can sell it within 1 minute. Kaya liquid investment, kasi mabilis maging money.
Yung transaction in PSE, they start at 9 am in the morning to 3:30 pm. During that period,
madami nagtransaction dyan and di sila magkakakilala. All transactions are done through the
exchange. And it accomplished through salesmen.
Yung salesmen in AMLA are brokers. If you are going to buy shares in the stock market, you
should know the financial history of the company. You should also study the profitability of
the company.
There is a saying in the stock market: what goes up, goes down and what goes down, goes up.
If you are going to buy sa stock market, wait na bumaba and wait mo tumaas ng konti. If
tumaas ng konti, sell it na. In stock market, do not be greedy.
Orginally, the AMLA – covered institutions [banks, quasi-banks, finance companies, insurance
companies, stock brokers]. Later on, nadagdag yung salesmen, foreign exchange dealers,
pawnshops, money changers, remittance companies then pre-need companies. RA 11521 is the
latest amendment. Ang napadagdag ngayon is real estate developers and brokers, There is big
money in real estate. Another one that was added is offshore gaming operators as well as their
service providers regulated by PAGCOR or any other government agencies. That can be asked in
the bar, yung latest amendment. There is an original version – covered institutions. Kaya lang
nagkaron ng amendment, covered persons. What is included in the term? Persons dealing with
precious metals and also persons dealing with precious stones. Who deals with precious
metals/stones? Diba may seller ng jewelries? Yung ring, there is gold – precious metal; if there is
diamond – precious stone. Yung malalaking jewelry shops, they are covered. Those persons selling
precious metals/stones, they are obliged to report transactions worth more than P1Million. If you
deposit P200,000 in the bank, should it be reported to be AMLA? NO. Only deposits involving
more than P500,000 should be reported by the banks. Same with brokers, stock dealers. If you are
a jeweler, the threshold is P1Million. Syempre if the ring is nice, the price is also nice.
[Can be asked in the bar ] What are the obligations of covered persons under the AMLA?
1. To establish and record the true identity of its clients based on official documents.;
2. Maintain and safely store records of all transactions for at least 5 years;
3. Report to the Anti-Money Laundering Council over all covered transactions including
suspicious transactions within 5 working days.
All the covered transactions should be reported by the covered persons within 5 working
days.
Real Estate Dealer and Broker, what is the threshold amount with respect to them?
If their transaction exceeds P7,500,000 in cash. If you buy the house through loan, it is not covered.
Under the original law, if there is any suspected transaction, the money or deposit could be
order frozen [freeze order]. Who issues the freeze order?
The freeze order shall be issued by the Court of Appeals. There are 3 justices involved to avoid
prejudice.
If there are any suspicious transaction, they file a petition with the CA for the CA to issue a freeze
order. What is the new provision in AMLA? Upon a verified ex-parte petition filed by the AMLC
and after the determination of the probable cause that any monetary instrument or property is any
way related to an unlawful activity, the CA may issue a freeze order which should be effective
immediately for a period of 20 days. Kaya effectivity of the freeze order, immediate. No bond
required.
Obligation – within the 20 day period, the CA should conduct a summary hearing with
notice to all the parties, to determine whether or not to modify or lift the freeze or to extend
its effectivity. Kaya the CA has a discretion to extend the freeze order.
2021 年 05 ⽉ 17 ⽇
There was a circular before that was addressed to sheriff that they should not accept foreclosure if
there is no express authority to sell. Since the sheriff cannot anymore foreclose the mortgage as
there was no express authority to sell, they amended the deed of mortgage.
Deed of Mortgage of Bank: “In case of default, the mortgagor hereby authorizes the
mortgagee/ bank to foreclose the property mortgage, judicially or extrajudicially.
Act 3135 as amended simply created the right to foreclose a REM extrajudicially. But how to go
about it, it refers to Rule 39 of the Rules of Court. Act 3135 is the law that allows extrajudicially
of REM. Other law is applicable for chattel mortgage. The Chattel Mortgage Law was already
repealed by the PPSA.
Mortgagor defaulted. Mortgagor may or may not be the principal debtor. Kasi he may just
be someone who agreed to secure the account of the debtor. The principal debtor defaulted.
Creditor-mortgagee decided to foreclose the mortgage extrajudicially. How do you go about
it?
Mortgagor and mortgagee decided to postpone the auction sale. However, on the agreed
postponed, the mortgagor did not come. On the agreed date, mortgagee decided to sell. Can
the sheriff proceed on the agreed date? The agreement is not prohibited per se. However, it may
only proceed on the agreed date if the notice and publication have been complied with. Failure to
do so will render the proceedings invalid.
1 year period is counted from the registration of the certificate of sale. Registration of the certificate
of sale is with the Registry
What kind of right? It is a real right because it is a right arising from property.
This is written in Rule 39 of ROC. All of them can exercise the right of redemption within 1 year
from the registration of the certificate of sale.
Period of redemption
• 1 year from the registration of the certificate of sale (if the bidder is not a juridical person)
• If the mortgagor is a juridical person and the mortgagee is the bank, mortgagor defaulted.
Bank extrajudicially foreclosed the real estate mortgage. The bank was the highest bidder–
What is the period for redemption? Within the period of 3 months or before the bank could
register its ownership of the property, whichever comes first.
• Redemption period cannot be suspended by injunction.
In able to redeem the property, you need to make a valid tender of the entire redemption
price within the redemption period.
Redemption Price
• If the mortgagee is a GOCC – redemption price may be what is stated on the charter of the
GOCC or special law.
• If the mortgagee is a bank- redemption price is what may be provided in the loan documents
(General Banking Law)
• If private transaction – redemption price may be the amount of the bid price + legal interest
at the rate of 6% per annum + taxes and charges paid by the highest bidder + legal interest
at the rate of 6% per annum on such taxes and charges paid by the highest bidder
You made a valid tender of redemption but the highest bidder does not wat to accept it, what
should you do? You make the tender on the sheriff who conducted the auction sale. If you pay,
If you want to sue, what kind of complaint? You may file a complaint for specific performance.
Why? Kung ako nakabili, I should know na you have a right of redemption and pag-iredeem mo,
I should allow you. So I can be sued for specific performance.
The period for redemption has lapsed without anybody attempting to redeem the property
or exercise the right of redemption, what should you do?
1. Go back to the sheriff who conducted the sale and he should issue a final
certificate of sale;
2. Execute an affidavit of non- redemption [provided under the Property
Registration Decree; you can do this if the sheriff is not around anymore or
you do not want to see him na].
Do this agad once the period for redemption has already lapsed.
(If period of redemption has lapsed without anybody attempting to redeem the property) Once you
registered the certificate of sale, record it in your phone when mag-expire. Why? Because of
payment of taxes. Anong mga taxes? Dahil sale yan, by the 5th day following the month, you need
to pay DST in the amount of and 30 days before expiration of period of redemption, you need to
pay capital gains tax at the rate of 6%. If you fail to do so, there is already surcharge and interest.
Once taxes are fully paid, BIR will issue a certificate authorizing registration (CAR). Once
you get the CAR, go to the city/municipal treasurer, you ask how much is the transfer fee and you
pay it, kasi the Register if Deeds, they ask for a tax clearance.
You paid it already. Perhaps within a month, you get a certificate title in your name. Yung
registration mo after the sale, it is only an annotation on the title of the mortgagor. Highest bidder,
when the period of redemption has already lapsed, the title can be transferred to his name.
You have the property registered in your name already. However, the mortgagor does not
want to let of go of the property. What do you do? You do not file a complaint for unlawful
detainer or accion publiciana. You file with the ex-parte petition to issue a writ of possession (it is
in the nature of motion). Since it is a motion, you need to prove allegations. When you file an ex-
parte petition to issue a writ of possession, you should attach the certified copies of documents
from the Registry of Deeds (so you can dispense with testimonial evidence).
What is the most important: Registration of certificate of sale and timeliness of paying the taxes
to the BIR.
Purpose of non-stock corporation: it’s for the mutual benefit of its members.
How did SMC purchase Petron Shares, Meralco Shares, and build new corporation?
SMC share in Meralco – P82Billion [not long afterwards, this was sold to John Gokongwei. How
did John Gokongwei acquire it? He offered bonds] When SMC decided to venture to electricity,
they offered preferred shares.
Companies found a way how to diversified. Where does the money come from? Public. What is
public? More than 19 persons.
How did Gokongwei raised money so he can buy SMC shares’ in Meralco?
He borrowed money from the public through his holding company, JG Summit Corporation. He
borrowed P82B. If you will borrow money, what will you asked me to sign? Promissory note.
If he borrowed P82B, for how long will he pay it? Surely, he cannot pay it for a short period of
time. If ganun kalaki yung utang, the repayment period is definitely more than 5 years. If ganon
promise niya term of payment, pag pina-utang mo siya, ano pipirmahan niya sayo? Promissory
note (Bond). A promissory note may be issued as negotiable or non-negotiable. A promissory note
may be issued as non-negotiable and be valid. What do you call the instrument evidencing your
investment? Pag sinabing secured bonds, you call it as debentures. Debentures – promissory note
with repayment period of more than 5 years and is secured.
Example of Securities
- Promissory notes
- Bonds
- Debentures
- Stock certificate
Other form of investing in a corporation is becoming a part-owner. Certificate of stocks – you will
receive this when you subscribed to shares in a corporation upon full payment of your subscription.
Are watered stocks same as stock of water? NO. Stock of water, that is water. Pag watered stock,
not related sa water.
Corporation foresees that it can return your investment within a period of 5 years or longer,
corporation will issue preferred shares which are redeemable. If the corporation is not very sure
that it can return your investment within a definite period of time, corporation will issue common
share. Common share has no commitment kung magkano ibibigay na definite return.
Redeemable shares- when they are issued by the corporation, the corporation tells the investor
that we will re-acquire your shares after 5 years.
If you were an investor in preferred shares, ano tawag sa pinanagako sayo ni corporation na return
of investment like 5% per annum? Dividends [return on investment on shares].
In what form may a business solicit investment from public? They are two ways of investing –
lending money to the business or by becoming part owner of the business. If commercial enterprise
will borrow, what will be the evidence of their investment? – promissory notes, bond, or debenture.
If investor will become part-owner of the business upon full payment of subscription, he will
receive certificate of stock.
What is the rule before any business/commercial enterprise which is a stock corporation can
issue securities to the public? Those securities should first be registered to the SEC.
What is the purpose of prior registration of securities to the SEC? To protect the public from
being defrauded.
How does a corporation initiate registration of securities with SEC? The corporation files with
SEC a registration statement. That registration statement is detailed -you specify all your assets
and liabilities. SEC will evaluate this – whether applicant is bankrupt, insolvent, or not.
Do all securities require prior registration with SEC? NO. When you read the SRC, there are
as exempt securities. Exempt securities are those securities which is not required to be registered
with SEC as the public will surely not be defrauded.
2. Securities issued by a foreign government with diplomatic ties with the Philippines;
If you are in business, there might be a time that you cannot pay your debt when they
become due. If di mo mabayaran creditors mo, ano gagawin nila? Idedemanda ka nila.
What if they demanda one after the after? Sanggalan [idk the word]. If you are like that,
your liability is greater than your asset and you already foresee that you cannot pay your
debt when they become due, what will you do para di ka idemanda ng idemanda ng
creditors mo? You file for a rehabilitation. One of the remedies in FRIA. If you are going
to file for petition for rehabilitation, what will you attach in the petition? You attach a
rehabilitation plan. Rehabilitation plan – ilagay mo how you will pay your creditors. So
nilagay mo na you will issue security to attract new investors. Kaya di na need for
registration kasi the court already approved that.
Pag pre-need company, diba they offer pre-need plans? Ano example ng pre-need plan na
ini-issue? Educational plan, memorial plan, and pension plan. If pre-need company offered
pension plan, nilagay mo pera, after 10 years, bibigyan ka ng pera. That’s like security.
Does pre-need plan need prior registration with SEC? NO, since it is already under the
regulation of the Insurance Commission.
At least 10% capital stock to be subscribed by the public if you want to be a universal bank
from commercial bank.
2021 年 06 ⽉ 07 ⽇
Before securities can be offered to the public, they must be first registered with the SEC. However,
there exempt securities. Exempt securities are securities that can immediately be offered to public
without prior registration [memorize the five exemptions please].
Bonds can be issued by government and private entities. A bond is a promissory note. The
only difference between a bond and promissory note is term of payment. If it is a loan and
repayment period is more than 5 years, it is a bond. Pero pag binasa mo, it is a promissory
note.
2. Securities issued by a foreign government with diplomatic ties with the Philippines;
3. Securities issued by the receiver in insolvency;
In FRIA, there are two concepts of insolvency. Art. 1636(2) of Civil Code provides that a
person is already insolvent when he cannot pay his debt when it becomes due even if his
assets is still greater than liabilities. In Old Insolvency Law, a person is already considered
insolvent when he has more liabilities than assets.
In petition for rehabilitation, the person should attach the rehabilitation plan, without
which, the petition will be dismissed. Yung rehabilitation plan yung pag-uusapan and i-
approve ng RTC. In the rehabilitation plan, I can put how I will raise the money to pay my
creditors. I can issue new shares in order to pay my creditors. [PH – Petition for
Rehabilitation; US – Petition for Bankruptcy].
Time deposit certificate is actually a promissory note. Pero if lumagpas na 5 years, you
called it bond na. Dahil bond na yun, does it need to register with SEC? No, since it is
exempt from registration. Also, the banks are closely monitored by the Bangko Sentral ng
Pilipinas. BSP and SEC are co-equal, they both monitor but the activities/institutions are
different.
In financial market, the product is money. In public market, there are those who sell and buy
consumer goods.
There are corporations who need money. How to raise money? Those who are willing to take a
loan, _______. Those who need money but does not want to loan, they issue stock or new shares
which can be common or preferred shares.
Financial Market
1. Money Market – source of fund where the repayment period is not more than 1 year.
2. Capital Market- source of fund where the repayment period is more than 1 year but less
than 5 years.
3. Bond Market - source of fund where the repayment period is more than 5years
• What distinguished one from another [Money, Capital, or Bond Market] is only
the term of payment. The instrument is still a promissory note.
4. Stock Market
Exchange
In Law on Sales, there is a portion called barter and exchange. One meaning is barter. The other
meaning is market.
It is a stock corporation, licensed by the Securities and Exchange Commission, to put and operate
for the convenient trading of securities. Trading means buying and selling
Why do we have public market? For convenient facility. Kasi if you want to buy and there is no
market, where will you buy? If you want to sell and there is no market, where will you sell? If
Before any corporation could offer its share/securities to the public, those securities should always
be registered with SEC [ this is the first step]. Once registered, apply for listing with the Philippine
Stock Exchange. If shares are already approved by the SEC and the company subsequently
applies for listing, automatic approval for listing? NO [Puerto Azul Case; briefly called as
PALI]. In Puerto Azul Case, need to have P1B in order to renovate. They plan to offer new shares
(common shares) in order to raise revenue since hindi pwede mag-utang or offer preffered shares.
PA registered its common shares with SEC which was approved. It then applied for listing with
the PSE. The PSE asked, “what is the status of your case involving your land ownership?”
[Refutedly, the predident of Puerto Azul was a crony of Marcos. Puerto Azul is not only a resot
but also a golf course. There were claims that there are land grabbing since malaki na lupa yan.
Kasi in that area, the supposedly owners, only have tax declarations for proof of ownership ] Purto
Azul answered truthfully – there are still pending in court. As such, the PSE did not approve. Kasi
what if matalo yung Puerto Azul sa case? Pano na yung 1B investment of the public? Sabi ng SEC
kay PSE, you should list since the securities have already been approved and you are under with
our supervision. PSE: No, we won’t. So takbo sa court ang PSE.
2021 年 06 ⽉ 24 ⽇
DOCUMENTS OF TITLE
• Instruments/documents where a bailee acknowledges goods and which contains
his undertaking to deliver these goods.
• E.g. bills of lading and warehouse receipt
Quedan – Warehouse receipt but customarily you use when the goods covered are rice, sugae, or
tobacco
If the instrument is non-negotiable, does it mean that it is not valid? Validity is not the same
with negotiability. The instrument may be issued as negotiable and may also issued as non-
negotiable and still be valid.
How can it facilitate commercial transactions? Alam mo na nagtitinda ako ng dried mango in
my supermarket. One day, need mo ng dried mango but ubos na. Pero sabi ko may padating na
and nasa ship pa. Sabi ni buyer, pwede bang sakin ng lang ito? You said pwede naman. Ano
ipapasa ko sayo para sa goods na nabili mo? Bill of Lading. Para ikaw na kukuha sa pier.
How will you know if the document of title is negotiable? You read it. If you see the words of
negotiability, that’s a negotiable o the words of negotiability? Parehong pareho sa words of
negotiability. To order or to bearer or words or phrases with equivalent meaning (possessor/holder).
How may it be negotiated? Pag instrument? If drawn to order, the holder to negotiate it, need
to endorse and deliver the same. Same with documents of title.
If the document is payable to bearer and it is specially endorsed, to further negotiate, it needs
indorsement and then delivery. Yung indorsement naman, pwede naman in blank. The important
thing is that indorsement is necessary.
Bill of Lading
The Supreme Court held: Stipulations limiting the liability of the common carrier is binding on
the shipper even though only the common carrier representative signed it because it is contract of
adhesion.
Who is the shipper? Actual shipper who delivers the goods to the carrier.
Pinadalhan ng goods? Consignee.
What is the effect of the negotiation of warehouse receipt? Transferee acquires the direct
obligation of warehouseman to deliver the goods to him.
Before a warehouseman can be obliged to deliver the goods covered by a document of title
particularly a warehouse receipt, what should be complied with?
1. The person in possession of negotiable warehouse receipts, he must satisfy the liens of the
warehouseman.
2. He must surrender the original warehouse receipts because they stand for the goods
mentioned therein.
Whoever holds the original warehouse receipt may claim it. If he loses it and it is negotiable,
he shall go to court and pray that the bailee will give the goods even without the warehouse
receipts/ right over the goods. The Court may require the person who claims entitlement a
bond equal to the value goods.
3. The person claiming the goods must express willingness to sign the receipt upon delivery
of the goods to him.
Relationship of person who made money market placement with the bank? Bank is only an
intermediary.
Can the person who had money market placement sue the bank for non-payment? NO, since the
bank is only an intermediary. Yun pina-utang ng bangko, yun yung pwede i-sue ni person na
nagmoney market placement. Money market placement is not insured with the PDIC.
LETTERS OF CREDIT
Definition of letters of credit under the Code of Commerce: It is a letter addressed by the
merchant to another merchant to enable the person named in the letter to attend into a commercial
transaction.
In a letter of credit, how many parties? 3, yung gumawa ng sulat, sinulutan, and yung tao named
in the letter
E.g. “Please extend credit to Mr. A _____ in the amount of credit not exceeding P______ (para di
ma-pressure yung other party).
In letters of credit, who are liable and to whom? The maker becomes oblige to the addressee.
Bank letters of credit – Bank service or facility or accommodation to enable persons from far
places to have a commercial transaction where the seller is assured of payment and the buyer
assured of delivery. What bank? Commercial Banks.
Supreme Court: A financial device to reconcile the seeming difference between persons in distant
places so that the seller will be assured of payment and buyer assured if delivery.
Marginal Deposit: Amount required by the bank to deposited to it in order to avail of letter of
credit.
In foreign letters of credit, how many are involved? 4, because there is another party foreign
bank.
Pag ikaw umutang, ano sasabihin sayo ng inuntangan mo? Gawa ka ng promissory note and post-
dated check. Ano gagawin dun? Ipapa-rediscount yun so he can have money.
PPSA repealed the provision on pledge and chattel mortgage. However, both terms were not
expressly mentioned in the act. Both pledge and chattel mortgage need existing property.
Pag pledge ang pinag-usupan, dapat yung thing to be pledged need to be delivered creditor -
pledgee. A pledge is a real contract since it requires delivery of the thing pledged to the creditor in
order to perfect it.
Chattel mortgage object: personal property. Delivery? No But registered with RD that such
property is use to secure an obligation. Contract whereby personal property is recorded for the
fulfillment of an obligation.
Future goods can secure obligations. Uncertificated investments can be used as collateral.
Excluded from PPSA: Aircrafts registered Civil Aeronautic Authority and vessels covered by the
ship mortgage decree.
You have time deposit/receivables in the bank. You want to loan from the bank but do not want to
withdraw time deposit. What will you give as collateral? Time deposit certificate. The transaction
is called “back-to-back”. It is advantageous because it has lower interest.
Furniture manufacturer went to the bank and applied for loan. What will he give as a collateral?
Purchase order. Future goods can be used to secure obligations.