CBP Circular Letter

June 11, 1991 CBP CIRCULAR LETTER TO : All Authorized Agent Banks (AABs) and Authorized Securities Dealers/Brokers (ASD/B) Acting as Custodians and Transfer Agents Pursuant to Monetary Board Resolution No. 438 dated April 19, 1991 approving the new simplified system for the registration, repatriation of sales proceeds and the remittance on dividends/profits of foreign investments in CB-approved securities and consistent with Circular No. 1284 dated April 25, 1991 and Circular Letter dated April 25, 1991, you are hereby enjoined to strictly observe the following guidelines: A. CUSTODIANS 1. The following AABs which have been actively dealing with the Central Bank as Custodian Banks on or before April 25, 1991 are authorized to issue STD Registration Documents pursuant to Circular 1284: a. Bank of the Philippine Islands b. Citibank, N.A. c. Citytrust Banking Corporation d. Equitable Banking Corporation e. Far East Bank & Trust Company f. The Hongkong & Shanghai Banking Corporation Limited g. Philippine Commercial Int'l. Bank h. Philippine National Bank i. Rizal Commercial Banking Corp. j. Security Bank and Trust Company k. Standard Chartered Bank AABs which are not included in the foregoing list shall comply with the requirements slated in Paragraph 7 before they can issue STD Registration Documents on behalf of the Central Bank; 2. AABs, which shall start to provide custodianship services for its foreign investor-clients after April 28, 1991 shall submit to the Central Bank thru FEOID, a certified true copy on any written document showing/indicating that a custodian relationship exists between the bank and at least one of its foreign investor clients, before said bank can issue STD Registration Documents on behalf of the Central Bank; 3. All custodian banks shall further observe the following guidelines: a. STD Registration Documents issued by custodian banks shall serve as the authority for the outward transfer of the stock certificates covered after the STD Registration Document have been signed by an authorized officer of the Central Bank; b. STD Custodian Documents which have not been passed in audit by the Central Bank, shall be returned immediately to the issuing Custodian Bank and invalidated, if found to be supported by counterfeit documents or issued with incomplete or without the requisite supporting documents; c. The ASB/B, acting as custodian for foreign investor clients shall accomplish carefully in full the blank spaces in the STD Registration Document forms, except the STD Registration Document No. and the space provided for the authorized signatory of the Custodian Bank/Central Bank and shall submit the same together with the application for registration (CBP FEOID STD Form No. 1) and supporting documents to the CB, thru FEIOD. B. REVISED FORMS 1. The following revised forms are to be used for the new simplified system: a. Application for issuance of STD Registration Document (CBP FEOID STD Form No. 1, Revised May 1991); b. STD Registration Document; c. Application for Outward Remittance of Sales Proceeds (CBP FEOID STD Form No. 2a, Revised May 1991); d. Application for Outward Remittance of Cash Dividends (CBP FEOID STD Form No. 2b, Revised May 1991); e. STD Letter Advice (CBP FEOID STD Form No. 3, May 1991); f. Monthly Report of Daily Sales and Purchases of CB-Approved Securities (CBP FEOID STD Form No. 4, Revised May 1991); and g. Notice of Transfer of shares between non-residents (CBP FEOID STD Form No. 6, Revised May 1991). C. MONTHLY REPORT Authorized securities brokers/dealers (ASD/Bs) are required to submit to the Central Bank, thru FEOID, a Monthly Report of Daily Sales and Purchases of CB Approved Securities in behalf of non-residents using CBP FEOID STD Form No. 4 dated May 1991, which shall be submitted to the Central Bank thru FEOID within two (2) banking days after end of reference month. D. TRANSITORY GUIDELINES 1. Applications for the repatriation of sales proceeds, involving shares registered prior to June 1, 1991 and those registered thereafter covered by a single sales invoice, shall be consolidated by the appropriate custodian bank, which shall be responsible for filing the same with the Central Bank thru FEOID. 2. Transactions that are not covered by the Memorandum of Agreement or Circular Letter dated April 25, 1991 such as: registration of foreign investments in new issues or additional issues/subscriptions, stock rights offerings, etc., shall continue to be referred to the Central Bank, thru FEOID for appropriate action. Applications for registration of such transactions may be filed either by the lead underwriter or the duly authorized securities dealers/brokers (ASD/Bs) directly with the CB and shall be supported with the following documents: a. For each individual investor: 1) Duly accomplished application form (CBP FEOID STD Form No. 1 dated May 1991) 2) Subscription Agreement duly accepted by the issuer and official receipt issued to the non-resident investor. b. For all investors: 1) Credit Advice/memo/official receipt evidencing inward remittance of foreign exchange and conversion of same into pesos thru an authorized agent bank for account of all non-resident investors. If inward remittances were made for each investor, individual credit advice should be attached to each application. 2) SEC approval of the listing in the local stock exchanges; and 3) List of foreign investors with the corresponding stock certificate numbers issued by the Transfer Agent of the issues involved. 3. Should a change of custodian letter, such change shall be reported immediately to the Central Bank thru FEOID by the new custodian. 4. In case of transfers of shares between non-residents, whether total or partial, of duly registered foreign investments, a notice of such transfer shall be sent to the Central Bank thru FEOID using CB FEOID STD Form No. 2, May 1991. In case of total transfer and the buyer has a new custodian bank, the STD Registration Document issued by the previous custodian bank shall be cancelled and a new STD Registration Document shall be issued by the new custodian bank for the transferred shares. In case of partial transfer, the old registration shall consist to the extent of the remaining number of shares and a new STD Registration Document shall be issued for the transferred shares by the new custodian bank. Application for transfer between non-residents shall be supported by an STD Letter Advice from the registering custodian bank. LLphil For your information and guidance. (SGD.) JUAN QUINTOS, JR. Deputy Governor