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Republic Act No.

8799:

SECURITIES and
REGULATION CODE
Chapter II: SEC
Composed of:
1)Chairperson
2)Commisioners (4)

- Appointed by the President for a term of 7


years or until a successor have been
appointed and qualified
Chapter II: SEC
Powers:
1) jurisdiction and supervision

2) formulate policies and recommendations

3) approve, reject, suspend or revoke or require


amendments

4) compel officers of registered corporation or


association to hold meetings
Chapter I: Title and Definitions
Securities – shares, participation or interests
in a common enterprise evidenced
by certificates, contracts or
instrument
Chapter I: Title and Definitions
Kinds:
*Share of stocks, bonds, debentures, notes
evidences of indebtedness, asset-backed securities

*Investment contracts, certificates of interest or


participation in a profit sharing agreement, certifies
of deposit for future subscription

*Fractional undivided interests in oil, gas or other


mineral rights
Chapter I: Title and Definitions
Kinds:
*Derivatives like option and warrants

*Certificates of assignments, certificates of


participation, trust certificates, voting trust
certificates or similar instruments

*Propriety or nonpropriety membership certificates

*As determined by the Commission in the future


Chapter I: Title and Definitions
Issuer- originator, maker, obligor, or creator
of security

Broker- person engaged in buying and selling


securities for the account of others

Dealer- person who buys/sells securities for


his/her own account
Chapter I: Title and Definitions
Broker Vs. Dealer
Broker – execute customer’s orders
- charges to commission
- disclose amount of commission

Dealer – participates as principal


- charges mark-up and markdown
-disclose that they are market maker

*Chapter VIII: Sec 28- Sec 30


Chapter I: Title and Definitions
Clearing Agency- person acting as
intermediary in making
deliveries upon payment
effect settlement in securities
transactions
Two Types:
*Clearing Corporations
*Depositories
Chapter I: Title and Definitions
Exchange- organized market place or facility
that brings buyers and sellers
altogether to execute trade

Note: * Chapter IX: Sec 32- Sec 38


Chapter I: Title and Definitions
Pre-need Plans- contracts which provide
performance of future services or payment of
monetary considerations at the time of actual
need
- plan holders pay in cash
installment at stated prices, with our without
interest or insurance coverage
Chapter I: Title and Definitions
Promoter- person who takes initiative in
founding and organizing business or
enterprise of issuer

- increase excitement in the trade or


personal sale attempts
Chapter I: Title and Definitions
Prospectus- document made by or on behalf
of an issuer, underwriter, or dealer to sell or
offer securities for sale to the public through
registration statement

Includes:
*name of issuing company or monetary fund
manager
*Amount and type of securities
*Number of available shares
*Public or private
* Earnings of underwriters
Chapter I: Title and Definitions
Registration Statement - application for
registration of securities required to be filed
with the Commission

Uncertificated Security - security evidenced


by electronic or similar record

Underwriter- person who guarantees on a firm


commitment and/or declared best effort basis
the distribution and sale of securities of any kind
Chapter III: Registration of Securities
Sec 8. Requirement of Registration of Securities
- Securities should not be sold or offered for sale
without registration statement

- Prior to sale, information on the securities must


be made available to the prospective purchaser

- Record of registration of securities shall be kept


in Register Securities; open to public inspection at
reasonable hours on business days
Chapter III: Registration of Securities
Sec 8. Requirement of Registration of Securities

- SEC may audit FS, assets and other information of


firm applying for registration
Chapter III: Registration of Securities
Sec 12. Procedure of Registration Securities

-All securities shall be registered through filing by


the issuer in the main office of the Commission, of a
sworn registration statement with respect to such
securities

-The information required for registration shall


include the effect of securities issue on ownership
Chapter III: Registration of Securities
Sec 12. Procedure of Registration Securities

-Registration statement shall be signed by the ff:


*Executive Officer
*Principal Operating Officer
*Principal Financial Officer
*Comptroller
*Principal Accounting Officer
*Corporate Secretary
*Persons performing similar functions
Chapter III: Registration of Securities
Sec 12. Procedure of Registration Securities

-Notice of the filing of registration statement shall


be immediately published by the issuer:
*In 2 newspapers of general circulation in the
Philippines; 1 a week for 2 consecutive weeks or as
prescribed by the Commission
Chapter III: Registration of Securities
Sec 12. Procedure of Registration Securities

The Commission shall declare the registration


statement effective or rejected within 45 days after
the date of filing the registration or later date which
the issuer has consented
Chapter III: Registration of Securities
Sec 12. Procedure of Registration Securities

Upon affectivity, issuer shall state under oath that


all registration requirements have been met and all
information are true and correct
Chapter III: Registration of Securities
Sec 9. Exempt Securities

- Securities issued and guaranteed by the


government of any country with which Philippines
maintains diplomatic relations, or by any state,
province or political subdivision thereof on the
basis of reciprocity

*Commission may require compliance with


form and content for disclosures as prescribed by
the Commission
Chapter III: Registration of Securities
Sec 9. Exempt Securities

- Certificates issued by a receiver or by a trustee


in bankruptcy duly approved by the proper
adjudicatory body

- Any security or its derivatives the sale or


transfer of which, by law, is under the supervision
and regulation of the Office of the Insurance
Commission, Housing and Land Use Rule
Regulatory Board or the BIR
Chapter III: Registration of Securities
Sec 9. Exempt Securities

- Any security issued by a bank except its own


shares of stock

- Any security issued or guaranteed by the


Government of the Philippines, or by any political
subdivision or agency thereof, or by any person
controlled or supervised by, and acting as an
instrumentality of the Government