Roadmap for Increasing in Authorized Capital Stock (Cash)

Objective: To increase the Authorized Capital Stock of the following corporations:

Current Authorized Capital Stock

Corporation Authorized Capital Stock After Increase

Steps to Increase Authorized Capital Stock

I. Submit to the Compliance Monitoring Division (CMD) of the Securities and Exchange Commission
(SEC) the following document to obtain the CMD clearance:

(1) Articles of Incorporation;

(2) By-Laws;
(3) Latest General Information Sheet;
(4) Latest Audited Financial Statement;
(5) Stock and Transfer Book

II. The CMD will monitor and check the compliance of the corporation to all the necessary
submissions and reporting required by law, and will assess it for penalties, if applicable.

III. The corporation shall pay the assessed penalties with the SEC. Thereafter, the CMD will issue
the clearance. If there are no penalties assessed, the CMD will release the clearance immediately
after the monitoring.

IV. While the corporation’s documents are with the CMD, we will prepare the following documents:

(1) Certificate of Increase of Capital Stock;

(2) Treasurer’s Affidavit certifying the increase of capital stock, amount subscribed, and amount
received as payment;
(3) Stockholders’ Certificate;
(4) 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;
(c) the date and place of the stockholders' meeting; and
(d) the tax identification number of the signatories which shall be placed below their
names;
(5) Notarized Secretary’s Certificate of no pending intra-corporation dispute;
(6) Notarized Secretary's Certificate attesting that non-subscribing stockholders have waived
their pre-emptive rights or attesting the resolution of the stockholders representing at least
2/3 of the outstanding capital stock approving the issuance of shares in exchange for a
property or previously incurred indebtedness of the corporation;
(7) Amended Articles of Incorporation;
(8) Special Audit; and,
(9) Official Receipts or proof of receipt of the cash increase in capital stock

V. Upon completion of all the documentary requirements and receipt of the clearance from CMD,
all documents will be submitted to the SEC Financial Analysis and Audit Division (FAAD).

VI. FAAD will assign an examiner to the corporation who will evaluate if all the documents are
complete and are in order.

VII. The examiner will return the documents with comments.

VIII. We will revise the documents based on the examiner’s comments. Thereafter, we will resubmit
all revised documents to FAAD.

IX. If there are no more revisions or comments from the examiner, we can proceed with payment
to the SEC for the increase of the authorized capital stock.

X. After payment, the SEC will issue the Amended Articles of Incorporation reflecting the new
authorized capital stock.

Timeline

No. of Days Procedure

2-5 calendar days Preparation of documents to be submitted for monitoring to CMD
10-20 working Monitoring period with CMD/Securing of clearance from CMD
days
10-20 calendar Preparation of the documentary requirements (can be done simultaneously with
days the monitoring period)
15 days Special Audit (can be done simultaneously with the monitoring period)
15-90 calendar Evaluation period with FAAD and submission of the revisions.
days
(depending on the
revisions to be
made)
10-15 working Issuance of Amended Articles of Incorporation by SEC
days from
payment

Note: The number of days indicated are only estimated and may vary depending on the circumstances.