Rules Requiring Filing of Minutes Approving Certain Corporate Actions of Interest to the Public

August 6, 1973 RULES REQUIRING FILING OF MINUTES APPROVING CERTAIN CORPORATE ACTIONS OF INTEREST TO THE PUBLIC In the interest and for the protection of investors particularly creditors and foreigners intending to invest in this country, the commission, pursuant to the powers vested in it under existing laws particularly the Revised Securities Act * and Republic Act No. 1143, hereby promulgates the following rules: cdlex 1. All corporations whose securities are listed in any stock exchange or with permits to sell shares to the public or with twenty (20) or more stockholders shall hereafter submit to this Commission within thirty (30) days after approval of the corporate action, certified true copies of the following documents evidencing the same to wit: a. Minutes of meetings 1. Calling for payment of unpaid subscriptions; 2. Increasing or decreasing the capital stock; 3. Changing the nomenclature of shares of stock or certificates of indebtedness; 4. Authorizing the borrowing of material sums of money; and 5. Authorizing material expansion program. b. Other documents, such as : 1. Certificates changing the composition of the board of directors and officers: 2. Certificates changing the ownership of the controlling interest in the corporation; 3. Management contracts duly approved by the stockholders. All the aforementioned documents covered in a and b shall be certified by the secretary and attested by the president of the corporation. 2. Penalty . Failure to submit the documents within the prescribed period shall be penalized by a fine of twenty-five (P25.00) pesos and an additional penalty of not exceeding ten (P10.00) pesos per day for every day of delay. Moreover, if the failure exceeds one (1) year, confirmation of the corporate action by the board of directors or the stockholders, as the case may be, shall be necessary. 3. Effectivity . These rules, which shall also be published in the Official Gazette, shall take effect immediately after their publication in one newspaper of general circulation in the Philippines. LibLex (SGD.) ARCADIO E. YABYABIN Securities and Exchange Commissioner APPROVED: August 6, 1973 (SGD.) TROADIO T. QUIAZON, JR. Acting Secretary of Trade Footnotes * The Revised Securities Act, passed on February 23, 1986, supersedes the Securities Act of 1933.