Rules and Regulations Implementing Circular 365

March 26, 1973 CBP MEMORANDUM TO : Authorized Agent Banks and Authorized Security Dealers No. 39-73 RULES AND REGULATIONS IMPLEMENTING CIRCULAR 365 The following rules and regulations are hereby adopted to implement the provisions of CB Circular No. 365 dated March 16, 1973. I Registration of Foreign Investments 1. All foreign investments duly registered with the Central Bank shall be eligible for repatriation and profit remittance in accordance with the provisions of Circular 365 dated March 16, 1973. No unregistered foreign investments shall be allowed repatriation or profit remittance privilege under the provisions of Circular 365. cdtech 2. Applications for registration of investments shall be filed with any agent bank in the forms prescribed for the purpose. 3. Foreign investments already registered with the Central Bank need not be registered anew under these regulations. II Foreign Cash Investments Made After March 15, 1973 in CB-Certified Export-Oriented or in BOI-Registered Enterprises and in Central Bank-Approved Philippine Securities Listed in the Local Stock Exchanges 1. Applications for approval of such foreign cash investments shall be filed with any agent bank in the attached forms prescribed for the purpose: CBP-FED-AAB-22 For cash investments in CB-approved Application for Approval Philippine securities listed in the local of Foreign Investments stock exchanges. in Financial Securities CBP-EDMO-AAB 3 For equity investments in BOI-registered Application for Approval and CB-certified export-oriented of Foreign Investments industries. 2. Applications for registration of foreign cash investments shall be coursed through the authorized agent bank which received the foreign exchanges or where the foreign currency deposits are maintained and shall be accompanied by proof of the inward remittance. 3. Applications for registration of foreign cash investments shall be submitted by authorized agent banks to the Foreign Exchange Department for investments in Central Bank-approved Philippine securities listed in the local stock exchanges and to the External Debt Management Office for other investments, within three days after receipt of pertinent foreign exchange. 4. Transactions of individual investors in Central Bank-approved Philippine securities listed in the local stock exchanges shall be coursed through only one authorized security dealer in each stock exchange, unless otherwise specifically authorized by the Central Bank. 5. Proceeds of inward cash remittances earmarked for investments in industries and/or transactions authorized under CB Circular No. 365 may be swapped without forward cover for pesos for a minimum period of three (3) months and a maximum of three (3) years, subject to renewal at the option of the foreign investors with the Foreign Exchange Department of the Central Bank by the authorized agent bank through which the funds were inwardly remitted or deposited, either under regular or special Circular 343 deposit accounts. The Central Bank shall buy the cash remittance at the prevailing interbank guiding rate and simultaneously commit itself to sell back the same amount of foreign exchange at the interbank guiding rates prevailing at the date of delivery. Applications for swap shall be made in the attached form CBP-FED 21. 6. The application for swap with the Central Bank shall be authorized only upon submission of a collateral swap agreement between the foreign investor or its agent and the local bank. III Other Foreign Investments Made After March 15, 1973 1. Applications for approval of foreign investments not falling under II above shall be filed with any agent bank using form CBP-EDMO-AAB 3. 2. Applications for registration of such investments shall be coursed through the authorized agent bank which received the foreign exchange in the case of cash investments or issued the corresponding release certificate in the case of investments in kind. The applications for registration shall be submitted by the bank to the External Debt Management Office within three days after receipt of pertinent foreign exchange or issuance of release certificate. IV Repatriation of Foreign Investments and Remittances of Profits Dividends, Earnings and Capital Gains 1. Applications for authority to repatriate foreign investments shall be filed with any agent bank in the prescribed form CBP-FED-AAP 23 for investments in CB-approved Philippine securities listed in the local stock exchanges and in CBP-EDMO-AAB 5 for other investments. 2. Repatriation of foreign investments that are not of the types mentioned in A-II-1 of Circular 365 shall be governed by A-I of said Circular. 3. Applications for authority to remit profits, dividends, earnings, and capital gains shall be filed with any agent bank in the attached form CBP-FED-AAB 23 for investments in CB-approved Philippine securities listed in the local stock exchanges and in CBP-EDMO-AAB 6 for all other investments. V Interim Re-Investments of Peso Proceeds from Sale of Foreign Investments as Provided in Par . A-I-4 of Circular 365 1. Applications for approval and/or registration by the Central Bank of interim re-investments of peso proceeds from sale of foreign investments shall be filed with any agent bank in the attached CBP-EDMO-AAB 4. 2. With respect to interim re-investments in the form of foreign currency deposits under Circular No. 343, such re-investments shall be subject further to the following guidelines: a. The foreign investor or his agent shall apply for the conversion of the peso proceeds from the sale of investments with the Central Bank Foreign Exchange Department, through an authorized agent bank under CBP-FED-24. b. The reconverted foreign currency shall be deposited under a Circular 343 special account and the provisions of Circular 343 shall apply to such deposits, except that withdrawals shall be made in accordance with the scheduled repatriation of the original investments as authorized under Circular 365. Accelerated withdrawals from the special account may be allowed, subject to prior Central Bank approval, provided the proceeds thereof are reinvested in government securities, CB export-oriented or BOI-registered firms. VI Reporting Requirements 1. The authorized agent banks shall report to the Foreign Exchange Department weekly transactions and balances of Circular 343 special deposit accounts opened under the provisions of Circular 365 in the attached form CBP-FED 25. 2. All transactions of foreign investors in CB-approved Philippines securities listed in the local stock exchanges authorized under Circular 365 shall be reported by authorized security dealers every month, not later than the 5th day after the end of each month, on the attached forms CBP-FED 17 and 17-A. LLphil (SGD.) G. S. LICAROS Governor ATTACHMENT CBP-FED-AAB-22 APPLICATION FOR APPROVAL OF FOREIGN INVESTMENT IN FINANCIAL SECURITIES A. APPLICANT (Foreign Investor) 1. Name _________________________ 2. Address _________________________ 3. Local Representative or Broker _______________ TAN _________ 4. Address _________________________ Tel. No. ______________ B. PARTICULARS OF TRANSACTION 1. Amount of Investment ___________________ 2. Expected Date of Inward Remittance Cash ________________ Foreign Currency Deposit _____________ 3. State Financial Securities in Which Investment Will be made Issuer Security Type _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ (Name of Company) By: _________________________ (Signature of Authorized Officer Over Printed Name) Date _________________________ Designation _________________________ CBP-EDMO-AAB3 (March 16, 1973) Original and Duplicate EDMO APPLICANT FOR APPROVAL OF FOREIGN INVESTMENTS A. APPLICANT 1. Name _________________________________ TAN ________________ 2. Address _____________________________ Tel. No. ________________ 3. Nature of Business ____________________________________________ 4. Product(s) Carried/Manufactured _________________________________ 5. Engaged in (check appropriate block) Export-oriented industry as defined under MAAB dated February 21, 1970 (Attain CB Export Department's Certification) BOI-registered enterprise (Attached copy of BOI Certificate of Registration) R.A. 5186 Area of Investment Registered ______________________ R.A. 6135 Preference Status ______________________________ B. FOREIGN INVESTOR 1. Name _______________________________________________________ 2. Address _____________________________________________________ 3. Local Representative ____________________ TAN __________________ 4. Address _____________________________________________________ C. PARTICULARS OF TRANSACTION 1. Amount of Investment _____________________________ 2. Nature New Additional 3. Form Cash Machinery & Equipment Others 4. Expected Date of Inward Remittance _____________________________ D. SUPPORTING DOCUMENTS REQUIRED (To be submitted within two weeks after approval of application) Articles of Partnership/Incorporation or Registration of Business Name, if a single proprietorship. Board of Investment's certificate of registration. Certification by authorized agent bank or government financial institution concerned that loan accounts of the applicant and of its principal stockholders/officers with PNB, NIDC, DBP GSIS, SSS and Reparations Commissions are in current status. Latest audited financial statement. Copy of repatriation agreement, if any. Present capital structure, End. _____________________________ (Name of Company) By: ______________________________ (Signature of Authorized Officer Over Printed Name) Date __________________ Designation: AUTHORIZED AGENT BANK'S CERTIFICATION Pursuant to Sec. 6 of CB Circular 316 dated December 17, 1970, we certify that we have verified the following: 1. Authenticity of the documents submitted. 2. Correctness of data submitted. Name of Bank ____________________ By: _______________________________ (Signature of Authorized Officer Over Printed Name) Designation: ______________________ CBP-FED 21 OFFER TO SELL SPOT EXCHANGE UNDER AN OPEN END SWAP ARRANGEMENT (For transactions authorized under Circular No. 365 dated March 16, 1973) Please read the instructions at the back hereof. ___________________ Date CENTRAL BANK OF THE PHILIPPINES Manila Attention: Foreign Exchange Department Sirs: Pursuant to the provisions of Central bank Circular No. 365 dated March 16, 1973, we hereby offer to sell exchange, by telegraphic transfer, in the amount of U.S. dollar ______________________________ (US $ __________) at the current interbank rate of P ___________ against your contract to sell to us the same amount of foreign exchange on ___________________ at the prevailing interbank rate. cdta We hereby certify that the purpose of this swap arrangement is to cover repatriation of original cash investments made or to be made under the provisions of the aforesaid Circular, as follows: US $ ______________________ Investments in Central Bank-certified export-oriented enterprise/s. ______________________ Investments in BOI-registered enterprise/s. ______________________ Investments in CB-approved Philippine securities listed in local stock exchanges. US $ ______________________ Total We have instructed our correspondent bank __________________________ (Name of Bank) to credit your account with them or pay you through ___________________________ Name of paying bank Please credit our account with you for the peso equivalent thereof in the amount of ________________________________ (P_______). in words It is understood that if loses are incurred by the foreign investor/s resulting in the diminution of the original cash investment/s, the amount of foreign exchange that may be purchased to cover the repatriation of the investment's shall be net of such losses, the provision of this contract notwithstanding. The Central Bank reserves the right to refuse delivery of the foreign exchange at the scheduled delivery date if upon verification the peso proceeds of the swap were not released to the foreign investor/s and /or invested in any of the enterprises and/or stock transactions authorized under Circular No. 365 dated March 16, 1973. _________________________ Name of Bank By: _________________________ Name in Print & Signature _________________________ Designation Foreign Currency-Peso Swap Contract No. ___________ ACCEPTED ON ___________________ CENTRAL BANK OF THE PHILIPPINES By: CBP-EDMO-AAB 5 (March 16, 1973) Original and Duplicate EDMO APPLICATION FOR AUTHORITY TO REPATRIATE FOREIGN INVESTMENTS A. APPLICANT INVESTMENT REG. NO. _________ 1. Name ____________________________ TAN _________ 2. Address __________________________ Tel. No. _________ B. PARTICULARS OF TRANSACTION 1. Repatriation of investment in Export-oriented industries Name of Company, if not applicant __________________________ BOI-registered enterprise Name of Company, if not applicant __________________________ 2. Investment covered by dollar-peso swap Authorized agent bank ____________________________________ Date of contract _____________________ Period ______________ Maturity Date ___________________________________________ 3. Repatriation Schedule Date Amount ________________ _______________________ $ _________ ________________ _______________________ _________ ________________ _______________________ _________ ________________ _______________________ _________ Total _______________________ _________ 4. Intended Interim Investments Area of Investment Amount ________________ P _______________________ $ _________ ________________ _______________________ _________ ________________ _______________________ _________ Total _______________________ _________ C. SUPPORTING DOCUMENTS List of Beneficiaries and citizenship, if applicant is not foreign investor. Proof of liquidation of investments. _________________________ (Name of Company) By: _________________________ (Signature of Authorized Officer Over Printed Name) Date ____________________ Designation ___________________________ CBP-EDMO-AAB6 (March 16, 1973) Original and Duplicate EDMO APPLICATION FOR AUTHORITY TO REMIT PROFITS, DIVIDENDS, EARNINGS AND CAPITAL GAINS TO NON-RESIDENTS A. APPLICANT Investment Reg. No. _______ 1. Name ______________________________ TAN _____________ 2. Address ____________________________ Tel. No. ___________ B. PARTICULARS OF REMITTANCE Distribution of earnings/dividends for the period from ____________________ to ____________________. Amount Pesos Dollars To Residents __________ To Non-Residents Country of Destination _____________________ ___________ ___________ _____________________ ___________ ___________ _____________________ ___________ ___________ Total ___________ ___________ C. SUPPORTING DOCUMENTS Excerpts of relative Board resolutions. Latest audited financial statements. List of non-resident stockholders/owners. ________________________ (Name of Company) By: ________________________ (Signature of Authorized Officer Over Printed Name) Date _____________________ Designation _____________________ CBP-EDMO-AAB4 (March 16, 1973) Original and Duplicate EDMO APPLICATION FOR REGISTRATION OF FOREIGN INVESTMENTS EXISTING As of March 15, 1973 A. APPLICANT 1. Name _________________________________ TAN ________________ 2. Address _______________________________ Tel. No. ______________ 3. Form of business organization (check appropriate block): Single Proprietorship Partnership Corporation 4. Nature of business (e.g., producer, importer, financing company, etc.) __________________________________________________________ 5. Product(s) carried/manufactured _________________________________ 6. Engaged in (check appropriated block): CB-certified export-oriented industry as defined under MAAB dated February 21, 1970 and May 14, 1971. BOI-registered enterprise R.A. 5186 Area of Investment Registered _______________________ R.A. 6135 Preference Status _________________________________ 7. Present Capital Structure, End 1 Preferred Common Others a. Authorized capital P ________ P ________ P ________ b. Paid-in Capital Total ________ ________ ________ b.1 Filipino ________ ________ ________ b.2 Foreign (please specify nationality _________________ ________ ________ ________ _________________ ________ ________ ________ 8. Form of Existing Foreign Investments in the Enterprise Original Date Received/ Market Investment Inwardly- Foreign Book Replacement Remitted Currency Value 1 Value Cash __________ __________ __________ __________ Machinery __________ __________ __________ __________ Stocks & Bonds __________ __________ __________ __________ Others (specify) __________ __________ __________ __________ TOTAL __________ __________ __________ __________ 9. Capital Awaiting Scheduled Repatriation a. Interim Investments Area of Investment Amount __________________________ P _________ $ _________ __________________________ _________ _________ b. Projected Remittance Within Three Years Date Amount in US Dollars _______________ ______________ _______________ ______________ B. SUPPORTING DOCUMENTS REQUIRED Articles of Partnership/Incorporation or Registration of Business name, if a single proprietorship. Board of Investment's certificate of registration, if a BOI-registered project. CB-Export Department certification, if export-oriented. Certification by authorized agent bank or government financial institution concerned that loan accounts, of the applicant and of its principal stockholders/officers with the PNB, NIDC, DBP, GSIS, SSS and Reparations Commission are in current status. Copy of Agreements on Repatriation of Capital and Remittance of Profits/Dividends, if any. Latest Audited financial statements. List of foreign investors/stockholders. ___________________________ (Name of Company) By: ___________________________ (Signature of Authorized Officer Over Printed Name) Date __________________ Designation _____________________ Footnotes 1. As of the immediately preceding month.