Commercial Law Review (Abella)
FOREIGN INVESTMENTS ACT 2.
Purpose of the law
To attract foreign investments to develop industries and
generate employment
Salient features of the law
1. A foreigner may own 100% of any enterprise engaged in
the manufacture of products or buying locally made
products, provided it will export at least 60% of its
production or purchase products
2. A foreigner may engage in any activity not listed under
the Negative List A and Negative list B (exclusive to
Filipino nationals)
- Negative List A consist of activities which the
Constitution or Special Laws reserve only to Filipinos,
such as advertising, public service, retail trade)
NB: Under the present law, in case of rural banks,
foreigners may now own up to 60%
- Negative List B reserves to Filipino nationals the
following:
- engagement in the manufacture and trade of
armaments, ammunitions, ordnances,
explosives, and pyro techniques, unless it is with
consent of Secretary of National Defense, in
which case, foreigners may be allowed
- night clubs, massage parlors, beer houses, steam
and sauna baths, and other activities which may
increase risk to public health and safety
NB: Restaurants are not included in the list
3. For inward remittances, Foreign investors should bring
into the PH at least 200,000USD
XPN:
- At least 100,000USD required when foreign investor
will bring in advanced technology as determined by
the DOST and will directly hire at least 50 Filipino
employees
4. Former natural born Filipinos may acquire land in the PH
Limitations:
- He may only choose to acquire rural land or urban
land; he cannot buy from both rural and urban
- If he chooses urban land, he can only acquire lands
up to a total of 5,000sqm, but he cannot buy two
lands in one city
- If he chooses rural land, he can only acquire lands up
to a total of 3Ha
- In case both spouses are formerly natural born
Filipinos, their total lands must not exceed the
above-stated land areas, and the lands acquired must
be in different locations
Who are Filipino Nationals?
1. Filipino citizens
Domestic partnership of Filipinos
3. Corporations at least 60% owned by Filipinos
4. Foreign corporations 100% owned by Filipinos
5. Pension fund managed by Filipinos and 60% of its
members are Filipinos
SECRECY OF BANK DEPOSITS (RA 1405)
Purpose of the law
To encourage people to deposit their money in the banks to
promote national economy
Importance of depositing money in banks
- Money kept on vaults are unproductive both to the
individual and to the economy
- Savings and Mortgage banks have higher rates of interest
in time deposit
- Banks can only lend a portion of your deposit
Benefits to the economy of depositing money in banks
- Withholding tax
- Gross receipts tax
- Value Added tax
Reserve requirements
Reserve requirements is the deposit percentage of liabilities of
banks reserved for government depending on the liabilities
- Checking deposit – high (25%)
- Savings deposit – medium
- Time deposit – low (20%)
Purpose of reserve requirements
1. To service withdrawals
2. To manage money supply (the higher amount of money in
circulation, the higher the prices will go)
3. To serve as source of funds for the BSP’s rediscounting
facility or window
Deposit Liabilities
Deposit liabilities are accounts deposited as savings to the bank
Bank Secrecy Law
GR: It is illegal for any bank officer or employee to disclose any
information relating to any deposit (checking, savings, and time)
including investments in government securities
XPNS:
1. Written authority from the depositor himself
2. In case of impeachment
- XPN to XPN: if the account is part of the Foreign
Currency Deposit Unit, it cannot be inspected
because FCDU provides absolute confidentiality
3. Upon order of the court, in cases involving
- Bribery
- Dereliction of duties of public officers
 Commercial Law Review (Abella)
- Violation if the Anti-Graft and Corrupt Practices Act,
in which case inquiry may extend to the account of
spouse, relatives, close friends, and associates
4. Where the deposit is the subject matter of litigation
- The deposit must be the subject matter of the
litigation (i.e., settlement of estate)
5. Upon order of the Anti-Money Laundering Council
- The AMLC can apply freeze order with the CA upon a
unanimous vote
- The freeze order shall be good for 6 months, unless a
complaint is filed in court, in which case the freeze
order will last until the judgment of the case
NB:
- The AMLC is a body created by the AMLA
- The AMLC is composed of the BSP Governor, SEC
Commissioner, and the Insurance Commissioner
- Latest amendment in the AMLA included
“individuals” in the “covered persons”
- dealers of precious metals and precious stones if
the value of the transaction is more than 1MP
pesos
- other individuals covered if the value of the
transaction is at least 500,000P
- Lawyers and accountants are not obliged to make
disclosure under the AMLA
NEW CENTRAL BANK ACT
Purpose of the law
Any country needs a central monetary bank. Upon the
bankruptcy and dissolution of the Central Bank, a New Central Bank
Act was passed creating the Bangko Sentral, which has a corporate
existence different from the CB and is governed and controlled by
the MB
Composition/members of the MB
1. BSP Governor (1)
- The BSP Governor must be a natural born Filipino and
at least 40 years old
2. Cabinet Member (1)
- Cabinet Member shall be appointed by the President
3. BSP Directors (5)
- The BSP Director must be a natural born Filipino and
at least 35 years old
- The BSP Directors must serve full-time
- The BSP Director must be from the private sector,
which includes both privately owned corporations
and GOCCs such as DBP, SSS, GSIS)
- The BSP Directors must be from private sectors so
that the BSP will not be a dumping ground for
political influx
Conducting the business
The MB is obliges to meet every other week because it has to
closely monitor the prices and take action in case of inflation or
deflation.
There is a quorum if there are at least four members in
attendance. To pass a resolution, at least four members must
concur.
If the Governor cannot attend, he should send a Deputy
Governor. If the Secretary cannot attend, he should send an
Undersecretary.
Term of Service of the members of the MB
The regular term of the members of the MB is 6 years, subject
to reappointment (only once; max term is 12 years)
Regular term means he is not appointed to simply fill in the
vacancy due to death, sickness, etc., in which case the appointee
shall serve only the unexpired term of his predecessor
Prohibition to Join Private Banks
Within a period of two (2) years from separation from the MB,
neither the governor nor the full time directors may serve in any
capacity in corporations under the supervision of MB such as banks,
quasi-banks and investment houses, unless he will be representing
the interest of the Philippine Government
Functions of the BSP
1. Licensing and supervision over the entire banking system
- The supervision of BSP is more of “control” rather
than merely supervision because the law authorizes
BSP to issue rules and regulations relating to the
banking system
NB:
- Not all lending companies are banks (i.e., financing
companies engaged in lending, lending investors,
which are governed by the SEC)
- For financing companies, the minimum paid up
capital requirement is 10MP; for lending investors,
the minimum paid up capital requirement is 1MP
2. Issuance of currency
3. Purchase and/or sale of precious metals (from large
companies)
4. Represents the country in international financial dealings
Additional functions of the BSP
1. Management of money supply
- These includes all money in circulation (including
other currencies) to control the prices (more money,
high price)
- The BSP manages money supply through the reserve
requirements
2. Close monitoring of prices
- Through the MB
3. May examine the books of the banks
4. May order immediate suspension or closure of a bank with
numerous complaints about wrongful or unsound bank
practice under the “Close Now Investigate Later” rule
- The Close Now Investigate Later rule is not a violation
of the due process clause under the Constitution
because banking business is imbued with public
interest and therefore closing of banks due to
unsound bank practices is a valid exercise of police
power
 Commercial Law Review (Abella)

Receiver, Liquidator, Conservator Requirements for replacement of PH Coins

A receiver is one authorized to recover receivables or other In order for PH Coins to be replaced, there must be no sign of
properties to be turned over to the liquidator filing, clipping, or perforation because the total cost of minting the
coin is more than the value of the coin.
A liquidator distributes whatever assets he may have received
upon order of an authority (follow rules on order of preference) In case of possession of damaged coins, the possessor is
presumed to have caused the damage.
A conservator comes in if a corporation is not yet insolvent but
it has iquidity problems. It handles the properties of a corporation Legal Tender
and regulates its shares in order to avoid shareholders from
withdrawing their shares and to avoid dissipation of assets. - Legal tender is currency in such quantity prescribed by law
or regulation to be acceptable as payment for all
Money vs Currency obligations
- PH notes are acceptable as legal tender for all obligations
Money is anything used as a medium of exchange (thus, - PH coins are acceptable as legal tender only up to a certain
anything can be money). Money is not defined under the law. amount
- Centavo coins are accepted up to 100P
Currency means “in circulation”. Currency as defined under the - Peso Coins are accepted up to 1000P
law is the notes and coins issued by the BSP and are in circulation.
MORTGAGES
Philippine Money
- Philippine money is called PESO Laws that govern mortgages
- The symbol of Peso under the Central bank is capital letter
P overlapped by two horizontal lines one above the other 1. Civil Code of the Philippines
- Under the BSP, the symbol of Peso is capital letter P or PhP 2. Chattel Mortgage Law
- The unit of peso is called a centavo, with the symbol small 3. Ship Mortgage Decree
letter c 4. Act No. 3135 as amended (REM)
- Philippine money are printed by the BSP in the PH (before
it was imported from England – Thomas La Rue); also, Mortgage
coins are minted in the PH
- The paper used in Philippine money is more of a cloth than A mortgage is a contract whereby real or personal property is
a paper, the raw material is imported recorded to secure the fulfillment of any valid obligation

Philippine Currency If the mortgage is constituted over a personal property, it is

- Not all Philippine money are PH currency called a chattel mortgage (CM). If the property is constituted over a
- Requirements for classification as PH currency real property, it is called real estate mortgage (REM)
1. It must be issued by the BSP; and
2. It must be in circulation Basic Principles

Philippine Notes 1. A mortgage is an accessory contract, thus it may exist only

- A PH Note has two (2) sets of serial numbers if there is a principal contract. Ergo, if the principal
- lower left obligation is extinguished, the mortgage is also
- upper right extinguished
- A PH Note has two (2) signatures 2. The mortgagor (debtor) must be the owner of the
- BSP Governor property being mortgaged
- Philippine President 3. Mortgagor must have the capacity to mortgage / capacity
- Purpose of the serial numbers and the signatures to enter into a mortgage contract
- Notes may be damaged, but they are replaceable
subject to certain requirements under the law Difference between CM and REM

Requirements for replacement of damaged PH Notes CM REM

Object of Personal property Real property
1. At least 3/5 of the Note is still intact mortgage
2. There must still be at least one (1) complete set of serial what may Only existing obligations Existing and future
numbers
be secured obligations
3. There must still be at least one signature
Manner of Only extra-judicial Judicial and extra-judicial
4. There must be no sign of intentional damage or
Foreclosure foreclosure foreclosure
defacement (it is a crime)
Right of No right of redemption Right of redemption in
redemption judicial foreclosure
Registration RD of mortgagor’s RD where the real
residence, location of property is located
property
 Commercial Law Review (Abella)
CHATTEL MORTGAGE LAW (Act No. 1508)
Pactum Commisorium
The CM is governed by the CM Law. However the NCC in effect
repealed the definition of a chattel mortgage under the CM law.
Under the NCC, a pactum commisorium is a contract whereby
personal property is recorded to secure the fulfillment of any valid
obligation.
Where is it recorded?
- The property under pactum commisorium shall be
recorded at the RD of the city or province where the
mortgagor resides.
- If the property mortgaged is in another city or province,
the same shall also be registered in the RD where the
property may be found.
- If the property mortgaged are shares of stock, it shall be
registered with the RD where the mortgagor resides (not
with SEC, there is no such thing as registration with SEC)
- There are no RDs in municipalities because properties can
be easily moved from place to place.
- The requirement of recording the property in the RD is not
for the validity of the mortgage but for constructive notice
to the world
Requirement of registration
Affidavit of good faith
- It is a sworn declaration of both the mortgagor and
mortgagee that they executed the mortgage in good faith
to secure a valid obligation and not for the purpose of
fraud
- If the requirement of affidavit of good faith is not
complied, the mortgage is still valid as between the
parties, but not as to third persons because the mortgage
cannot be registered without the affidavit of good faith
Remedies of the creditor in case of default of the principal debtor
1. Foreclosure of CM; OR
2. File ann action for specific performance
NB: The remedies are in the alternative
Foreclosure of CM
1. Creditor demands from the mortgagor the delivery of the
thing mortgaged.
- File an action for Replevin if there is refusal
2. The sheriff or the NP shall prepare a notice of auction sale
- Post a notice in at least two public places
NB: no law requiring the sheriff or NP to make sure
that the notice stays where it was posted
- Send a copy of notice to the mortgagor (at least 10
days) before the auction sale
3. Sale to the highest bidder
- If the creditor is the highest bidder, he need not remit
anything to the sheriff
- If the highest bidder is a third party, the latter
delivers the amount of the bid to the sheriff or NP
4. Payment
- If the payment is equivalent to the value of the
judgment debt, no need to recover
- If the payment is in excess, the excess shall be
returned to the mortgagor
- If the payment is deficient, creditor may recover if the
mortgage is covered by the Recto Law
- The Recto law applies only when the mortgage is
over the property that the debtor is buying in
installment
- The Recto law also applies to lease purchase
agreement
5. Certificate of Sale
- Awarded by the sheriff or NP to the highest bidder
- This is equivalent to a Deed of Sale
REAL ESTATE MORTGAGE (Act No. 3135, as amended)
Governing Law
The REM is governed by Act 3135. It is a special law creating the
right of the mortgagee to foreclose the REM extra-judicially
Also refer to RRC and 1997 Rules of Civil Procedure
Express authorization as requirement (Rule 39, RRC)
To enable a mortgagee to foreclose a REM, the mortgagor must
expressly authorize the mortgagee to sell the mortgaged property
in case of default, either in the deed of mortgage or in a separate
instrument
Banks use printed deeds of REM with the following provision:
“In case of default, the Bank can extra-judicially foreclose pursuant
to Act No. 3135.” However, according to a SC Circular, mere
reference to Act No. 3135 is not enough. In case of default, the bank
must be expressly authorized to sell the property in order to effect
EJ foreclosure, otherwise, it can only be foreclosed judicially.
Extra-judicial foreclosure of REM
1. The mortgagee must execute a verified petition
- Prepare a verified petition to foreclose the REM. The
sheriff or a notary public may handle this. The
mortgagee himself may do it, but it is often the sheriff
or notary public.
- Be sure that property is correctly described,
otherwise it will invalidate the entire proceeding
2. Filing of the petition
- File with the Office of Clerk of Court of the RTC
where the property is located
- Clerk of Court is ex-officio sheriff, will assign it to one
of its deputies
3. Pay required court fees (forms part of the JDF)
 Commercial Law Review (Abella)
4. Sheriff prepares the notice of auction sale
- Posting in at least 3 public places in city or
municipality where the property is located
NB: ask sheriff to issue certificate of posting as proof
of posting
- Publication in a newspaper of general circulation
once a week for two consecutive weeks
NB:
- Ask publisher certificate of publication and copy
of all the issues of the newspaper as proof of
publication
- If there is an error in publication, immediately
ask the publisher to correct the error
5. Postponement
- Valid if there is written agreement signed by the
mortgagor and the mortgagee
- If there is postponement, mortgagee cannot
proceed with the auction sale on the agreed
date unless notice and publication requirements
have been complied with again
6. Sale to the highest bidder
- Mortgagee is highest bidder
- No need to pay the sheriff and payment shall be
credited to his total claims
- Third party is highest bidder
- Must remit to sheriff and then sheriff must remit
to mortgagee
7. Payment
- If the payment is equivalent to the value of the
judgment debt, no need to recover
- If the payment is in excess, the excess shall be
returned to the mortgagor
- If the payment is deficient, deficiency is recoverable
8. Certificate of Sale
- Highest bidder shall afterwards receive certificate of
sale from the sheriff
- Needs to be signed by the Executive Judge
NB: register with RD ASAP for right of redemption to
run
9. Payment of Recovery Fee
- Mortgagee shall pay the Court a Recovery fee (forms
part of the JDF)
10. Redemption
- Redemption is a right and not a duty; it is a property
right arising from real property and real rights
Right of Redemption
The right of the mortgagor to redeem the property subject of
foreclosure within one year from date of registration of the
certificate of sale with the RD
The one-year redemption period is 365 days. This is not the
same with 12 months, which is only 360 days
Under the General Banking Law, the period of redemption
when the mortgagor is juridical person and mortgagee is the bank
and the latter is the highest bidder is 3 months (90 days) or before
the bank could register its title to the property, whichever comes
first. If the bank is not the highest bidder, right of redemption is still
one year.
Who are entitled to the right of redemption?
1. Mortgagor
- Property right; right is transferrable
- Right of redemption may not be waived; any waiver is
void for being contrary to public policy
2. Mortgagor’s successor in interest
3. Judgment creditor of the mortgagor
How is right of redemption exercised?
Right of redemption may be exercised upon valid tender of the
redemption price in full and within the redemption period
- Redemption price depends on the governing laws
- GOCCs and GFIs – depends on its charter
- Mortgagee is bank and it is the highest bidder – price
stated in the contract of loan or deed of mortgage
- Mortgagee is any other person – formula:
Redemption price = (bid price) + (1% per month
interest on bid price) + (taxes and charges paid
by the highest bidder) + (1% per month interest
on the taxes and charges paid by the highest
bidder)
NB:
- according to SC Ruling, 1% per month is the
same as 12% per year – which is wrong
according to Abella
- Keep track of redemption period because after
in expired, payment of taxes begin
Remedy if debtor cannot exercise right of redemption because
highest bidder does not accept payment
The debtor or the person who has a right to redeem may file a
complaint for specific performance
Lapse of redemption period
If the period of redemption has already lapsed, go to the BIR
and ask for issuance of Certificate Authorizing Registration (CAR)
after payment of taxes
11. Acquisition of title
- The highest bidder acquires title to the property after
the lapse of the redemption period
- It may be done in two ways:
1. Ask sheriff to issue final certificate of sale
2. Execute an affidavit of non-redemption, which
is less expensive than the first
- Pay to the BIR the following:
1. DST – within five days from expiration of RP
2. CGT / Withholding Taxes – within 30 days from
expiration RP
 Commercial Law Review (Abella)

3. VAT GENERAL BANKING ACT OF 2000

4. Transfer Taxes of LGUs
Definition
- Pay the amount of taxes to the LGU
- Update all realty taxes A bank is a corporation authorized by the MB to accept
- Obtain a Clearance from the local treasurer deposits from the public and to grant loans.
- Go to the RD for the issuance of a TCT
Kinds of Banks
NB: What is the tax base?
By reason of a BIR Circular dated July 2012, the tax 1. Universal Banks
base is now the Bid Price or Market Value in the Tax 2. Commercial Banks
Declaration or BIR Valuation, whichever is highest 3. Thrift Banks
a. Savings and Mortgage Bank
12. Possession of Property - retail banks catering small deposits; accepts
- Ex parte petition for the Issuance of a Writ of deposits of small depositors for homebuilding
Possession (in the nature of a motion) purposes (Amount is smaller than those of the
universal banks, i.e., P500 in BPI Family Bank)
GR: Ministerial duty of the court BUT if filed before the b. Private Development Bank
end of the redemption period, a bond is required. - accepts deposits and grants loans; once the bank
XPN: Not ministerial if there is another person with a runs out of capital, it can invite the DBP to invest
better right. (i.e., lessee) in it and DBP would require membership in its
BOD; “Development” is in its corporate name
- New buyer in good faith doctrine: Looking at c. Stock Savings and Loan Associations
certificate of title is no longer enough; you must look - it can also be non-stock, where it cannot accept
at the right of the person in actual possession of the deposits from the public but only from the
property. Failure to do so does not qualify one as a restricted groups of persons.
buyer in good faith. 4. Cooperative Bank
5. Rural Bank
Example: 6. Islamic Bank
Person borrowed from bank. Parents executed a Real
Estate Mortgage. Borrower issued post-dated checks. The Universal Banks
checks were dishonored. The bank sued the borrower for
BP22. Commercial banks licensed to engage in the business of an
Remedies for bank are as follows: (1) Civil Collection; investment house
(2) BP22; (3) Foreclosure
Filing of BP22 is an abandonment of the mortgage. If Functions and Powers
buyer of mortgaged land already owns the land and the
prior owner does not want to leave, file an ex parte 1. To accept deposits subject to withdrawal by check
Petition for Issuance of Writ of Possession. 2. To open letters of credit
3. To engage in business of investment house
NB: 4. To engage in allied or non-allied enterprises
- Attach all certified true copies of documents in the NB: Non-allied enterprises have nothing to do with
petition, title, deed of mortgage, final certificate of sale, banking
BIR clearance (tax clearance, certificate authorizing 5. To sell life or non-life insurance policies
registration - cross-selling with insurance companies where bank
- When Register of Deeds issues Certificate of Title, he owns 5% of outstanding shares
issues at least 2, the original and the owner’s copy. There
are at least 2 because co-owners may each want a copy of Investment House
the certificate of title. In which case, the co-owners
duplicate should be prepared with the original. If you are It is a quasi-bank with two major functions:
buying from co-owners, you must get all other copies so
that they may be annotated. 1. Rediscounting of receivables – one entity goes to an
- Remedy or the issuance of the writ of possession is the Investment House and as collateral pledges its receivables.
same in extrajudicial foreclosure, judicial foreclosure and (Ex. Business sells on credit and needs capital again, so it
execution sale. There is no remedy if a third party has a borrows from an Investment House)
better right.
- PDCs may be legally used as chattel mortgaged property. 2. Underwriting for securities where a corporation offers to
the market securities for sale with certain commitments
(ex. In corporation that needs more capital that can’t be
raised from stockholders – securities only if 20 or more
persons) Get SEC approval first, then have them sold by
securities underwriters (Example: House of Investment,
Inc. and State Investment House, Inc.)
 Commercial Law Review (Abella)
Ownership of Other Banks
- UB can own 100% of just one other UB or KB. There is no
limit on the number of smaller banks it can own.
- if Universal Bank invests allied or non-allied, the limit is
equivalent to 50% of net worth but only up to 25% in a
single enterprise
Commercial Banks
It is not defined in law. The law only identifies its powers and
functions:
1. To accept deposits in checking or current accounts subject
to withdrawal
- However, the BSP may license other banks to accept
similar deposits; Rural banks/Thrift banks do not
accept checking accounts except when expressly
authorized by MB
2. To open letters of credit
- MB licensed savings bank to do the same, e.g Ph
Business Bank
3. To engage in allied enterprises
4. To exercise the powers of a corporation
5. As a matter of right, only commercial banks should accept
deposits in checking
6. accounts/current accounts/commercial accounts/demand
deposit
- May issue letters of credit
- Lend money
- Trading of government securities
- Foreign transactions
- Safety deposit box
Ownership of Other Banks
KB can own 100% of just one other KB. There is no limit on the
number of smaller banks it can own to encourage merger or
consolidation.
Commercial bank limit is 35% of equity, but still with a
maximum of 25% per industry.
Thrift Bank
1. Savings and mortgage - To lend money to those that want
to construct houses. For small depositors (small amounts
of money). Banks prefer big depositors as maintenance
costs are the same
2. Private development bank – organized for development of
community. If it needs additional capital, it may invite DBP
to invest with it. To recognize it, check corporate name, it
always has development in its name.
3. Stock savings and loan associations – There’s also a non-
stock but not bank. If non-stock no ACS. If stock, may
accept deposits from general public, if non-stock only from
limited clientele (ex. AFPLSAI - restricted only to AFP, PNP
and family members; MESALA, Meralco employees
including the Lopez group) Many corporations have
savings and loan associations and a credit union.
Cooperative Bank
It is one set up and owned by cooperatives. There are no
individual stockholders, all are cooperatives. Under cooperative
office, but bank under the BSP.
Rural Bank
It is organized to provide banking services in rural communities,
to farmers/tenants or simply stated, in rural areas. It is recognizable
by “Rural” in its corporate name.
Islamic Banks
Note: There is only one, owned by the government of the DBP
as a controlling SH.
There are no interests earned on deposits because it is
considered immoral, but there may be profit sharing.
Regulation of banks
- Under the law, only corporations under supervision of the
MB may use “Bank” or “Banking” in corporate name.
- Banks are prohibited from directly engaging in the
business of insurance as an insurer BUT UB can sell
insurance policies of insurance companies which it may
own.
- All banks should be organized as a stock corporation and
comply with the requirements of the MB for licensing.
- For banks to open branches and ATMs, it must first obtain
a permit from the MB
- Single borrowers limit is the maximum amount a person
can borrow from the bank
Employment and business
- Banks should have employees on permanent basis to
strengthen the secrecy law
- Directors and officers must pass the fit and proper rule,
wherein MB passed a circular for the requirements, one of
which is college degree
Requirements for organizing a bank
1. Before a corporation can be organized as bank, it must go
through MB for checklist
2. After requirements submitted to the MB and completed,
endorsement by MB to SEC, which then has a ministerial
duty to register it
3. There is paid-up capital required by the MB. There is a
period increase in paid-up capital in order for banks to be
more stable.
4. BSP will give incorporation papers to be filled up by the
bank
5. Submit to BSP for review
6. BSP prepares formal endorsement to be submitted to SEC
together with incorporation papers