Amended Rules Requiring the Filing of Information Sheet by Domestic Corporations

September 11, 1979 AMENDED RULES REQUIRING THE FILING OF INFORMATION SHEET BY DOMESTIC CORPORATIONS In order to keep stockholders and the public transacting business with domestic corporations properly informed of their organizational and operational status, and for the proper execution of all laws administered by this Office relative thereto, the Commission, pursuant to the powers vested in it by Republic Act 1143 and Commonwealth Act 287, hereby promulgates the following rules: 1. All domestic corporations shall keep proper books of the minutes of the elections of the members of the Board of Directors and officers showing the date of the election, the names of the stockholders or members present and the number of shares owned or represented who have voted therein, and in case of the election of officers, the names of the directors who were present and have voted. 2. n A General Information Sheet shall be filed with this Commission within thirty (30) days following the date of the annual stockholders' meeting. No extension of said period shall be allowed, except for very justifiable reasons stated in writing by the President, Secretary, Treasurer or other officers, upon which the Commission may grant an extension for not more than ten (10) days. 2.A n Should a director, trustee or officer die, resign or in any manner, cease to hold office, the corporation shall report such fact to the Commission within fifteen (15) days after such death, resignation or cessation of office." 3. If for any justifiable reason, the annual meeting has to be postponed, the company should notify the Commission in writing of such postponement within ten (10) days from date of such postponement. The General Information Sheet shall state, among others; the names of the elected directors and officers, together with their, corresponding position title, the capital structure of the corporation, its line of business, business address and telephone number, if any, and such other data as the Commission, in a form, may prescribe. Corporations which have ceased to operate although still existing, are likewise not required to comply with these rules provided that assigned resolution of the board of directors stating the cessation of business has been previously filed with the Commission. If there be no board of directors in office, a statement as to the cessation of business signed and sworn to by the President, Manager, Secretary, Treasurer or duly authorized representative of the corporation. shall be filed in lieu of the resolution of the board of directors. Any violation of these rules shall subject the offending corporation to a fine of P25.00 for the first violation; P50.00 for the second violation; and P100.00 for the third violation. If the violation consists in the failure file the General Information Sheet, an additional penalty of not exceeding P10.00 per day for every day of delay may be imposed and collected by the Commission. (See SEC Memorandum Circular No. 4 dated March 26, 1986 Re: Revised Scale of Fines pp. 352-359) These rules shall take effect fifteen (15) days after they have been publicly promulgated by publication in at least two newspapers of general circulation throughout the Philippines. If the violation consists in the failure to file the notice of postponement of the meeting, a basic penalty of P25.00 shall be imposed and collected. Likewise, a basic penalty of P100.00 shall also be imposed in case of failure of a corporation to hold its annual meeting provided that the Commission may, for justifiable reasons, exempt a corporation from paying the necessary penalty. cdll Approved by: (SGD.) ANGEL A. LIMJOCO, JR. Chairman n Amended Rule dated Sept. 24, 1985.