Rules Requiring the Maintenance of Stock and Transfer Book and the Preparation of Annual List of Stockholders/Members

June 29, 1977 RULES REQUIRING THE MAINTENANCE OF STOCK AND TRANSFER BOOK/MEMBERSHIP BOOK AND THE PREPARATION OF ANNUAL LIST OF STOCKHOLDERS/MEMBERS (AS AMENDED) In order to meet the requirements of this Commission in safeguarding public interest and to apprise regularly the stockholders and/or members of their interest in their corporation and the extent of their participation in the annual or special stockholders'/members' meetings, the following rules are hereby adopted for compliance by all existing corporations registered with this Commission, to wit: 1. All stock corporations which were registered with this Commission on or after June 25, 1976 who failed to comply with the provision of the "GUIDELINES FOR THE VERIFICATION OF THE PAID-UP CAPITAL OF CORPORATIONS" promulgated by this Commission on June 25, 1976, requiring them to set up and register with this, Commission their stock and transfer book within thirty (30) days from the date of the registration of their Articles of Incorporation, are given up to September 30, 1977 within which to comply with the said requirement. In the case of corporations who have availed themselves of the services of a transfer agent, a copy of the covering agreement between the corporation and the transfer agent must be submitted to this Commission on or before September 30, 1977. 2. All stock corporations which were registered with this Commission prior to June 25, 1976 must, likewise, register their stock and transfer book with this Commission and or in the case of corporations availing themselves of the services of a transfer agent, submit to this Commission a copy of the agreement between the corporation and the transfer agent, on or before September 30, 1977. 3. All stock corporations which shall be registered with this Commission within thirty (30) days prior to September 30, 1977 and subsequently thereafter must comply strictly with the provision of the aforesaid Guidelines for the verification of the paid-up capital of corporations requiring them to set up and register their stock and transfer book with this Commission within thirty (30) days from the date of the registration of their Articles of Incorporation. For corporations who will subsequently avail themselves of the services of a transfer agent, a copy of the covering agreement between the corporation and the transfer agent must be submitted to this Commission within thirty (30) days from the date of the execution of the said agreement. 4. Within thirty (30) days from the date of registration, all non-stock corporations must set up and register with the Commission their Membership Book. Non-stock corporations which were registered with the Commission prior to the effectivity of these Rules are given up to September 30, 1977 within which to comply with this requirement. cdlex * 5. In the case of corpo rations which are using loose leaf of computerized records for their stock and transfer book/membership book, such corporations concerned must comply with the requirements under Rules No. 1, 2, 3 and 4 above and also submit a certification under oath by the corporate Secretary or transfer agent stating that they are using loose leaf or computerized records in lieu of formal submission of their stock and transfer records. Within thirty (30) days from the end of the fiscal year, the Secretary of the corporation or transfer agent must submit to the commission a certification under oath stating the kind and number of loose-leaf or computerized records used during each fiscal year, as well as the authenticity of the entries made on these records. If for valid reasons acceptable to the Commission additional time is needed, an extension of not exceeding thirty (30) days may be granted, provided a written request is filed on or before the due date and upon payment of an extension fee of Three Hundred (P300.00) Pesos. * 6. All the used loose leaf or computerized stock and transfer records of corporation, including these which were spoiled or cancelled, must be kept intact and with the proper indexing system in order to facilitate the examination thereof whenever this is called for by this Commission. The Commission may require the corporations concerned to submit reports from time to time covering their loose leaf or computerized stock and transfer records as the need arises. 7. The stock and transfer book/membership book or its equivalent must be preserved and shall form part of the records of the corporation. 8. All stock corporations must prepare a list of stockholders as of the date of the next annual or special stockholders' meeting, showing the name of stockholders, address, nationality, number of shares subscribed, and amount subscribed by each which shall be made available for inspection by any stockholder of record. Non-stock corporations must prepare a list of members as of the date of the next annual or special meeting of the members showing the name of the members, address, and nationality which shall be made available for inspection by any member. All corporations must submit the said list within five (5) days from the date of the stockholders'/members' meeting. However, in the case of corporations where the stockholders/members entitled to vote are as of a date prior to the said meeting, the corporation must submit to this Commission within five (5) days before the date of the said meeting the list of stockholders/members showing the information stated above duly certified by the corporate secretary and/or the transfer agent concerned. Corporations having 10,000 or more stockholders must submit a certification under oath by the corporate secretary or transfer agent stating among others the total number of shares subscribed, total amount subscribed and total: amount paid and the distribution of the ownership thereof by citizenship classified into "Filipino", "American", "Chinese", "Japanese", and "Others", in lieu of the list of stockholders mentioned in the preceding paragraph. 9. 'The membership book/stock and transfer book including loose leaf ledgers and computer records being kept by the corporations concerned or the records of the transfer agents as the case may be must at all times be made up-to-date and shall be subject to inspection by this Commission or any interested stockholder/member of record. cdll 10. The failure of the corporation concerned to comply with the rules provided herein shall be penalized by a fine of not exceeding One Thousand (P1,000.00) Pesos plus a fine of not exceeding Two Hundred (P200.00) Pesos for every day of delay from the end of the period prescribed herein, including suspension or revocation of the registration of the articles of incorporation pursuant to P.D. 902-A. These rules shall take effect fifteen (15) days after publication in two newspapers of general circulation in the Philippines. (SGD.) ANGEL L. LIMJOCO, JR. Chairman Footnotes * As amended on Dec. 29, 1977. ATTACHMENT BIR-SEC REGULATIONS NO. 1 March 24, 1986 SUBJECT : Regulations to Implement the Provisions of Executive Order No. 1026, Amending Section 46(c) of the National Internal Revenue Code of 1977, as amended, Requiring Dissolving Corporations to File Information Returns and Secure Tax Clearance from the Commissioner of Internal Revenue, and Providing Adequate Penalties for Violations Thereof . TO : All Internal Revenue Officers and Others Concerned. Pursuant to the provisions of Section 277, in relation to Section 4 of the National Internal Revenue Code of 1977, as amended, the following regulations are hereby promulgated. SECTION 1. Scope . These regulations shall govern the procedure for the issuance of tax clearance certificates to dissolving corporations. This shall include corporations intending to dissolve or liquidate the whole or any part of its capital stocks, as well as, corporations which have been notified of possible involuntary dissolution by the Securities and Exchange Commission. SECTION 2. Requirements in case of dissolution . a) Every Corporation shall, within thirty (30) days after the adoption by the corporation of a resolution or plan for the dissolution of the corporation, or for the liquidation of the whole or any part of its capital stock, or the receipt of an order of suspension by the Securities and Exchange Commission in case of involuntary dissolution, file their income tax returns covering the income earned by them from the beginning of the taxable year up to date of such dissolution. In addition thereto, they shall submit within the same period and verified under oath, the following documents: 1. a copy of the articles of incorporation and by-laws; 2. a copy of the resolution authorizing dissolution; and 3. balance sheet as of the date of dissolution and a profit and loss statement covering the period from the beginning of the taxable year to the date of dissolution. b) The Securities and Exchange Commission whenever it issues an order of involuntary dissolution or suspension of the primary franchise or certificate of registration of a corporation, shall at the same time furnish the Commissioner of Internal Revenue a copy of such order. SECTION 3. Tax clearance certificate . a) Within thirty (30) days from receipt of the documents mentioned in the preceding Section, the Commissioner of Internal Revenue, or his duly authorized representative, shall issue the corresponding tax clearance certificate (BIR Form No. 17.61) for the corporation which will be dissolved. b) The Securities and Exchange Commission shall issue the final order of dissolution only after a certificate of tax clearance has been submitted by the dissolving corporation: Provided. that in case of involuntary dissolution, the Securities and Exchange Commission may nevertheless proceed with the dissolution if thirty (30) days after receipt of the suspension order no tax clearance has yet been issued. llcd SECTION 4. Penalty . Failure to render the return and secure the certificate of tax clearance as above-mentioned shall subject the officer(s) of the corporation required by law to file the return under Section 46(a) of the National Internal Revenue Code of 1977, as amended, to a fine of not less than P5,000.00 or imprisonment of not less than two (2) years, and shall make them liable for all outstanding or unpaid tax liabilities of the dissolving corporation. SECTION 5. Effectivity . These regulations shall apply to all corporate dissolutions taking place on or after May 14, 1985. SECTION 6. Repealing Clause . All revenue regulations, orders and circulars which are inconsistent herewith are hereby modified accordingly. llcd JAIME V. ONGPIN Minister of Finance Recommending Approval: BIENVENIDO A. TAN, JR. MANUEL G. ABELLO Commissioner Chairman, SEC SEC CIRCULAR NO. 3 series of 1983 SUBJECT : Revised Fees and Charges of the Securities and Exchange Commission Effective November 2, 1983, the attached revised fees and charges will be imposed and collected by the Securities and Exchange Commission, pursuant to the Ministry of Finance Order No. 6-83, implementing Batas Pambansa Blg. 325, as approved by the Cabinet on September 27, 1983. In accordance with Cabinet approval, these revised rates, fees and charges were published in the Times Journal and Evening Post both on October 10 and October 17, 1983 and also in the Official Gazette. cdll For Guidance and strict compliance. EDSA, Greenhills, Mandaluyong, Metro Manila October 18, 1983. MANUEL G. ABELLO Chairman Commissioner on Administration REVISED FEES AND CHARGES OF THE SECURITIES AND EXCHANGE COMMISSION Approved by the Cabinet on September 27, 1983 Name of Fee Approved Rate I. Corporations 1. Examining and Filing Fee for Articles of Incorporation: 1/10 of 1% of the authorized a. Stock corporations with capital stock but not less than P200 par value nor more than P100,000 b. Stock corporations without 1/10 of 1% of the authorized par value capital stock but not less than P200 nor more than P100,000 2. Examining and Filing Fee for P100.00 non-stock corporations 3. Examining and Filing Fee for P400.00 conversion from non-stock to stock corporation, with or without par value 4. Examining and Filing Fee for P100.00 amended articles of incorporation of both stock and non-stock corporations 5. Examining and Filing Fee for P100.00 by-laws of both stock and non-stock corporations 6. Examining and Filing Fee for P50.00 amended by-laws of both stock and non-stock corporations 7. Dissolution of corporation P100.00 8. Examination and Filing Fee for certificate of increase of the capital stock of: a. corporation with par value 1/10 of 1% of the increase in capital stock but not less than P200 nor more than P100,000 b. corporation without par 1/10 of 1% of the increase in value capital stock but not less than P200 nor more than P100,000 9. Examining and Filing Fee for a P500.00 certificate of decrease of capital stock of a corporation 10. Examining and filing fee for 1/10 of 1% of the total certificate incurring, creating indebtedness but not less than P200 or increasing bonded indebtedness nor more than P20,000 11. Fee for granting a general or 1/10 of 1% of the aggregate par or particular exemption of issue value of the securities but not securities from registration less than P200 12. Fees for registration of securities Not more than 1/10 of 1% of the maximum aggregate price at which such securities are to be offered but not less than P1,000 *13. Fee for merger or consolidation 1/10 of 1% of the equity of the of corporation absorbed corporations which was used as basis of the merger or consolidation but not less than P1,000 nor more than P100,000 14. Examining and Filing Fee for P2,000 quasi-reorganization *15. Filing fee for authority to P1,000 operate an investment house *16. Filing fee for renewal of P1,000 authority to operate an investment house 17. Filing fee for licensing of: a. foreign corporations 1/10 of 1% of the actual inward remittance of the branch of foreign corporations converted into Philippine currency but not less than P500 nor more than P100,000 b. Representative Office 1/10 of 1% of the amount actually remitted to the Philippines converted into Philippine currency but not less than P500 nor more than P100,000 18. Custodian fee for acceptance P1,000.00 of deposit of securities of foreign corporations 19. Filing fee for the revocation of P200.00 the license of a foreign corporation 20. Filing fee for the appointment P100.00 of a resident agent or substitute resident agent 21. Filing fee for the revocation of P100.00 the appointment of a resident agent or a substitute resident agent 22. Filing fee for the filing of P100.00 amended articles of incorporation of a foreign corporation 23. Filing fee for the filing of P100.00 amended by-laws of a foreign corporation 24. Filing fee for licensing of P1,000.00 regional headquarters of multinational corporations 25. Filing fee for the cancellation P200.00 of license of regional headquarters of multi-national corporations 26. Deed of assignment of shares P20.00 of stock of a stockholder in a corporation 27. Fee for petitions to increase 1/10 of 1% of the increase in price selling prices of securities but not less than P1,000 nor more than P100,000 28. Affidavit re: issuance of P100 ordinary corporation certificate of percentage of Filipino ownership P500 registered securities 29. Registration of stock and transfer book P25.00 30. Registration of books of P25.00 non-stock corporations II. Partnership 1. Recording fee for articles of 1/10 of 1% of the partnership's partnership capital but not less than P200 nor more than P100,000 2. Examining and Recording Fee for: a. Amended articles of P100.00 partnership b. Increase of capital of 1/10 of 1% of the increase in partnership capital but not less than P200 nor more than P100,000 3. Filing fee for marital consent P25.00 of the husband of a female partner 4. Deed of Assignment of P25.00 Partnership Interest executed by a partner in a partnership 5. Filing fee for power of P25.00 attorney executed in favor of a partner 6. Dissolution of partnership P100.00 III. Other Fees 1. Listing fee pursuant to P.D. 167 a. Original listing 1/10 of 1% of the aggregate value of shares to be listed but in no case shall it be less than P500 nor more than P2,000 b. Additional listing 1/10 of 1% of the additional shares to be listed but in no case shall it be less than P300 nor more than P2,000 c. Petition for delisting P200.00 2. a. Broker's fee, both original P1,000.00 and renewal b. Dealer's fee, both original P1,000.00 and renewal c. Salesman's fee, both P100.00 original and renewal 3. Certifications a. Affirmative P25.00 b. Negative P25.00 4. Certified true copies of papers/ documents filed with SEC a. If typewritten, double P1.00/page + P5.00 certificate fee spaced b. Single spaced P2.00/page + P5.00 certificate fee 5. Other documents filed with P10.00 SEC 6. Borrowing of records and P5.00/record, per financial financial statements statement 7. Reservation of Corporate P5.00 Partnership name for maximum of 15 days 8. Certificate of Good Standing P200.00 These Revised Rates of Fees and Charges of the Securities and Exchange Commission shall take effect fifteen (15) days after the last publication in two (2) newspapers of general circulation in the Philippines once a week for two (2) consecutive weeks. Footnotes * Subject to promulgation of the corresponding implementing rules and regulations.