Documentary Requirements for the Amendment of Articles of Incorporation/Articles of Cooperation and By-Laws

July 16, 2020 BSP MEMORANDUM NO. M-2020-058 TO : All Banks and Non-Bank Financial Institutions SUBJECT : Documentary Requirements for the Amendment of Articles of Incorporation/Articles of Cooperation and By-Laws Pursuant to Appendix 124 (Guidelines on Granting of License/Authority) of the Manual of Regulations for Banks (MORB), and in line with the commitment of the Bangko Sentral ng Pilipinas (BSP) to deliver prompt and efficient service, the Annex B (List of Documentary Requirements on the Amendment of Articles of Incorporation and/or By-Laws) and Annex C (List of Documentary Requirements on the Amendment of the Articles of Cooperation and/or By-laws of Cooperative Banks) of Circular Letter No. CL-2009-042 dated 14 May 2009 are hereby amended. I. Basic documents required for the Amendment of Articles of Incorporation (AOI)/Articles of Cooperation (AOC) and/or By-Laws (BL) (All documents to be submitted must be in two copies and original except for Securities and Exchange Commission (SEC)-certified AOI and BL, and Cooperative Development Authority (CDA)-certified AOC and BL in the case of cooperative banks. 1. Application letter signed by an authorized officer 1 of the BSP supervised financial institution (BSFI). In addition to the request for the amendment, the applicant shall include in the application letter the (a) authorization in favor of the BSP giving its consent to the conduct of on-site verification of the documents and/or representations made in connection with the application; and (b) authority to debit its demand deposit account (DDA) with the BSP for the applicable fees. In case the BSFI has no DDA, the letter should state the exact date of payment of the processing fee for the preparation of the "Order of Payment." 2 2. Proposed amended AOI/AOC and/or BL; The present/original AOI/AOC and/or BL shall be copied verbatim except for the portions being amended. The amended portions must be underscored and the words " As Amended on (date of stockholders'/members' approval of the amendment/s) " must be appended at the end of each amended article/section. There is no need to sign the document/s anew as the applicant needs only to copy the name of the original incorporators/signatories and type "SGD" before each name, including that of the Notary Public. The date of incorporation shall also be retained. 3. The present AOI/AOC and/or BL certified by the SEC or CDA in case of cooperative banks as the "faithful reproduction of the original" or the original copy of the AOI/AOC and/or BL if the Bank/Non-Bank is applying for the amendment of the AOI/AOC and/or BL for the first time; 4. Directors'/Trustees' Certificate (suggested format is in annexes A-1 and A-2) notarized and signed by majority of the directors/trustees and the corporate secretary, certifying: a. For the amendment of the AOI : i. that stockholders/members representing at least two-thirds (2/3) of the outstanding capital stock, and majority of the directors/trustees approved the proposed amendment(s) to the AOI in a meeting held at the principal office of the bank/non-bank or in the city or municipality where the principal office of the bank/non-bank is located; and ii. the amendment of the AOI, indicating the amended provisions. b. For the amendment of the BL : i. that stockholders/members representing at least majority of the outstanding capital stock, and majority of the directors/trustees approved the proposed amendment(s) to the BL in a meeting held at the principal office of the bank/non-bank or in the city or municipality where the principal office of the bank/non-bank is located; and ii. the amendment of the BL, indicating the amended provisions. For cooperative banks Directors' Certificate (suggested format is in Annexes A-3 and A-4) attesting that at least three-fourths (3/4) of all the members with voting rights present and constituting a quorum approved the proposed amendment(s) to the AOC and/or BL in a meeting held at the principal office of the bank as certified under oath by the Cooperative Secretary and majority of the Directors. 5. Notarized Secretary's Certificate on no pending case of intra-corporate dispute (suggested format is in Annex B). II. Additional documents required for the amendment of the AOI/AOC and/or BL in the following cases: 1. Increase (Decrease) in capital stock (Application should be submitted to the SEC within six (6) months from the approval of the stockholders and directors of the corporation, unless extension is approved under justifiable reasons by the SEC) a. Certificate of Increase (Decrease) in Capital Stock (suggested format is in Annex C, Annex C-1 for cooperative banks); b. Treasurer's Sworn Statement (suggested format is in Annex D); c. List of stockholders/members as of the date of the meeting approving the increase, showing the nationalities of the subscribers and their respective subscribed and paid-up capital in the existing authorized capital stock certified by the corporate secretary; d. Notarized Secretary's Certificate attesting that non-subscribing stockholders/members have waived their pre-emptive rights; e. Notarized Bank Certification signed by the members of the bank's board of directors/trustees (suggested format is in Annex E); and f. Subscription Contract for unpaid subscriptions (suggested format is in Annex F). 2. Change of Corporate Name Copy of the reservation slip from the SEC or from CDA for cooperative banks for the reservation of the proposed corporate name. 3. Change of Corporate Term/Extension of Cooperative Life/Term Copy of the original registration of the AOI/AOC. 4. Amendment Involving Preferred Stock of Rural Banks a. On redeemable preferred shares compliance with requirements under items "Ba" to "Bf" of Appendix 5 (Standard Pre-Qualification Requirements for the Grant of Banking Authorities) of the MORB; b. The Amended AOI shall incorporate the conditions in items "a (3) (a)," "a (3) (b)," "a (3) (c)," and "a (3) (d)" of Section 122 Shares of Stock of Banks (Issuance of redeemable shares: conditions; certificate and reports; sanctions) of the MORB; and c. Board Resolution for the creation of Sinking Fund (SF) and administration of the SF by other banks if the SF is more than P1.0 million. For information, guidance and implementation. (SGD.) CHUCHI G. FONACIER Deputy Governor ANNEX A-1 Directors'/Trustees' Certificate (For the Amendment of Articles of Incorporation) ANNEX A-2 Directors'/Trustees' Certificate (For the Amendment of By-Laws) ANNEX A-3 Directors' Certificate For the Amendment of Articles of Cooperation) ANNEX A-4 Directors' Certificate (For the Amendment of By-Laws of Cooperative Bank) ANNEX B Secretary's Certificate (Secretary's Certificate on No Pending Case of Intra-corporate Dispute) ANNEX C Certificate of Increase in Capital Stock ANNEX C-1 Certificate of Increase in Share Capital ANNEX D Treasurer's Sworn Statement ANNEX E Bank/Non-Bank Certification ANNEX F Subscription Agreement Footnotes 1. President, Chief Executive Officer or equivalent rank of the institution. 2. The payment shall be in a form of local check/manager's check payable to the "Bangko Sentral ng Pilipinas" to be paid over-the-counter at the BSP's Cash Department.