SEC REQUIREMENTS FOR:

INCREASE OF AUTHORIZED CAPITAL STOCK

Basic Requirements

1. Certificate of Increase of Capital Stock;

2. Treasurer’s Affidavit certifying the increase of capital stock, the amount subscribed and the  amount
received as payment;
3. List of stockholders as of the date of the meeting approving the increase, indicating   the
nationalities of the subscribers and their respective subscribed and paid-up capital on the existing
authorized capital stock, as certified by the corporate secretary;
4. Amended Articles of Incorporation;
5. Notarized directors’ certificate certifying (a) the amendment of the Articles of Incorporation
increasing the authorized capital stock, (b) the votes of the directors and the stockholders, and
(c) the date and  place of the stockholders’ meeting, which shall be signed by a majority of the
directors and the corporate secretary;
6. Endorsement/clearance from other government agencies or other SEC Departments, if applicable;
and
7. Secretary’s Certificate – notarized documents signed by the corporate secreytary certifying that no
action or proceeding has been filed or is pending before ay Court or tribunal involving an intra-
corporate dispute or claim by any person or group against the directors, officers or stockholders
of the Corporation.

Additional  requirements depending on the kind of payment on subscription

A. Cash
i. For listed companies, public companies defined in the Securities Regulation
Code, Companies that offer or sell securities to the public; and where the payment
to the subscription to the increase is more than ten (10) million pesos.

1. Audited financial statements as of the preceding fiscal year, stamped

received by the SEC and the BIR.
2. A report by an independent CPA on the verification of the cash payment
on subscription to the increase in accordance with the Guidelines on On-
site Verification provided for in SEC Memorandum Circular No. 6, series
of 2008 (need not be submitted if payment on subscription is already
reflected in the audited financial statements, and the additional capital
infusion is reflected in the cash flow statement);
3. Copy of the official receipt, deposit slip, or bank statement or passbook,
and for foreign Equity, Certificate of Inward Remittance;
4. Trial Balance as of end of the month immediately preceding the
submission of the requirement, which shall include the additional capital
infusion, as certified by the company accountant; and
5. In case of Rural Banks:
a. Notarized bank certification to be signed by majority of the
bank's board of directors in accordance with the form required by
BSP.
b. List of stockholders of record with their respective subscribed
and paid-up before and after the increase and list of subscribers
to the increase with their respective subscription and payment as
presented to and approved by the BSP.
 
 6. Secretary's Certificate - notarized document signed by the corporate
secretary certifying that all the non-subscribing stockholders waived their
respective pre-emptive rights.
 
ii. For cases not covered by i above:
1. Subscription Contract; and
2. Secretary's Certificate - notarized document signed by the corporate
secretary certifying that all the non-subscribing stockholders waived their
respective pre-emptive rights.
  
B. Conversion of advances/liabilities to equity

1. Audited financial statements as of the preceding fiscal year, stamped received by

the SEC and the BIR.
2. A report by an independent CPA on the verification of the advances to be
converted to equity in accordance with the Guidelines on On-site Verification as
provided for in SEC Memorandum Circular No. 6, series of 2008;
3. Trial balance as of the end of the month immediately preceding the submission of
the requirements, which shall include the subject advances or liabilities, as
certified by the company accountant; and
4. Deed of Assignment signed by the creditor or subscriber assigning the advances
as payment for his subscription.

Note:   If the advances are reflected in the audited financial statements (item 1 above),
submit a certification from the auditor identifying the creditors and the amount
owed to each, in lieu of item 2.
          
C. Stock dividends

1. List of stockholders entitled to the stock dividend with their respective outstanding
shares and the allocation of the stock dividends, as certified by the corporate
secretary; and
2. Certification by the corporate secretary on the treatment of the resulting fractional
shares, if any.
3. Reconciliation of retained earnings available for dividend declaration, certified by
an independent auditor as provided for in SEC Memorandum Circular No. 11,
series of 2008.
4. Audited financial statements as of the preceding fiscal year, stamped receive by
the SEC and the BIR.
5. Audited financial statements used as the basis for such dividend declaration (if the
basis is other than item no. 4).
6. Projected financial statements for the remaining period (if the basis is item no. 3).
7. Undertaking under oath by the President or Treasurer to replace any deficiency by
other form of payment allowable by SEC, in the event the Retained earnings as of
the end of the fiscal year is not sufficient to cover the stock dividend under
consideration.

D. For other forms of property as payment, submit the additional requirements enumerated for
registration of stock corporation