SOP on Registration of Stock and Transfer Book and Membership Book

January 20, 1997 SEC-AFD * MEMORANDUM TO : All SEC Employees FROM : The Chairman SUBJECT : SOP on Registration of Stock and Transfer Book and Membership Book Consistent with the One-Stop Customer Service Concept being implemented at the Commission today, the registration of Stock-and-Transfer Book and Membership Book shall now be handled by the Records Division/Central Receiving Unit as adopted by the Commission En Banc on January 16, 1997. Compliance monitoring, however, shall still be a function of the Supervision and Monitoring Department (SMD). prcd The procedures to implement the above concept are embodied in the attached SOP. Highlights of the SOP are as follows: 1. A standard application form for registration shall be used. This shall be submitted by the Company to the Central Receiving Unit. SEC recognizes the signature of only the following officials: a. For first time registration of newly registered companies, by any Incorporator per approved Articles of Incorporation. b. For subsequent registrations , the duly designated Corporate Secretary/Assistant Secretary. For the convenience of newly registered companies, the STB/MB registration form shall be included in the package of Express Lane forms being made available to the public by the SEC. 2. For a company to be allowed to register a STB/MB, it must be officially registered/licensed with the SEC With an active company status (i.e. license is not revoked/canceled/suspended/expired). 3. The company must not be in possession of any other copy of the volume number being registered. Registration of more than one volume number at one time shall be referred to SMD for evaluation and approval. 4. Payment of registration fee shall also be made at the Central Receiving Cashier which shall machine validate the STB/MB and the registration form after receiving payment. 5. The responsibility for the registration of STB/MB shall be with the Releasing Counter of the Central Receiving and Distribution Unit. 6. Registration information shall be entered into the Records Management System. Every fifteen of the month the STB/MB Registration Delinquency Reports shall be generated which shall be the basis for SMD's compliance monitoring. FOR STRICT IMPLEMENTATION EFFECTIVE FEBRUARY 1, 1997. (SGD.) PERFECTO R. YASAY, JR. Chairman ATTACHMENT STANDARD OPERATING PROCEDURE NO. PL-SMD-01 REGISTRATION OF STOCK AND TRANSFER: BOOK AND MEMBERSHIP BOOK I. TERMS OF REFERENCE A. Concept Consistent with the One-Stop Customer Service Concept being implemented at the Commission today, the registration of Stock-and-Transfer Book and Membership Book shall be handled by the Records Division/Central Receiving Unit. However compliance monitoring shall be retained with the Supervision and Monitoring Department (SMD). cdll B. Objective To define policies and procedures for the registration of Stock and Transfer Book (STB) and Membership Book (MB) that are in keeping with the SEC One-Stop Customer Service Concept. C. Scope This SOP covers policies and procedures for the following aspects of STB and MB registration: 1. Filing of application for registration; 2. Validation of application for registration 3. Payment of registration fee 4. STB/MB registration 5. Entering registration information into the Records Management System. 6. Computer generation of Delinquency Reports on Registration-Late and Non-registrations 7. Compliance monitoring 8. Audit of registration process D. Basis Rule __________ Corporation Code __________ E. Effectivity THIS SOP SHALL TAKE EFFECT FEBRUARY 1, 1997. II. IMPLEMENTING POLICIES A. General Policy The Commission shall continuously seek to provide excellent service and increase customer satisfaction in consonance with the civil service thrust to improve and upgrade public service. In this regard, the Commission shall implement procedures for registration of STB and MB that are most convenient to the public. B. Specific Policies 1. Filing of Application for Registration of STB/MB 1.1 A standard application form for registration shall be adopted to be accomplished in one (1) copy per share type by the registering company (exhibit 1). This form shall be made available at all times at the SEC Forms Center. For the convenience of newly registered companies, the STB/MB registration form shall be included in the package of Express Lane forms being made available to the public by the SEC. This will also serve as a reminder for them to register their STB/MB immediately. 1.2 Registration Form must contain all required information and signed by duly recognized company official as defined in item 1.3 below. 1.3 The registration form shall be accepted/recognized by SEC if this is signed as follows: a. For first time registration of newly registered companies, by any Incorporator per approved Articles of Incorporation b. For subsequent registrations, the duly designated Corporate Secretary/Assistant Secretary. 1.4 Applications shall be submitted to the Receiving Counter of the Central Receiving Unit/Records Division. 2. Evaluation of Application for Registration 2.1 Criteria for evaluation of application for registration: a. The company must be officially registered/licensed with the SEC with an active company status (i.e. license is not revoked/canceled/suspended/expired). Validation of this information shall be done through the computer-based Company Information System (CIS) Inquiry Menu/Company Menu Option or directly from official SEC records if no company record has been set up yet in the CIS. b. The company must not be in possession of any other copy of the volume number being registered under the current application or under previous registrations, and it shall certify to this in the registration form. c. Registration of more than one volume number at one time shall be referred to SMD for evaluation and approval. Approving authority for this request shall be the SMD Director and Division Chief concerned. The approving authority shall express approval by affixing his signature and date on the lower left corner of the registration stamp box of the registration form. 2.2. Only applications conforming with the above evaluation criteria shall be accepted and stamped OK/RECV and OK/PAY by the Receiving Officer. 3. Payment of Registration Fee 3.1. Payment of registration fee shall be made at the Central Receiving Cashier 3.2. Only registrations forms with properly initialed OK/RECV and OK/PAY stamps shall be entertained by the Central Receiving Cashier. 3.3. Registration fee rates shall be based on the latest Schedule of Fees issued by the Commission. 3.4. The amount paid, the Official Receipt number and the date of payment shall be machine-validated on the side of the registration form and on the first page of the STB/MB. 4. Registration of the STB/MB 4.1. The responsibility for the registration of STB/MB shall be with the Releasing Counter of the Central Receiving and Distribution Unit. 4.2. Only STB/MBs whose registration forms contain the following markings shall be stamped "REGISTERED": a. OK/RECV and OK/PAY of the Receiving Counter b. Machine-validation of the Cashier on the registration form and on the first page of the STB/MB. 4.3. The registration stamp, to be a valid registration, should contain the date and signature of the Releasing Officer. 4.4. The registration form shall be retained by the Commission after stamping of the STB/MB. 5. Entry of Registration Information into the Records Management System and Report Generation . 5.1. The Document Tracking Unit of the Records Division shall be responsible for the entry of the registration form into the RMS. 5.2. Every fifteenth of the month or the following working day if this falls on a non-working day. STB/MB Registration Delinquency Reports (exhibit 2-1 to 2-4) containing list of late registrations and non-registrations shall be generated by the Document Tracking Unit. This shall be transmitted to the Supervision and Monitoring Department not later than the following working day. 6. Compliance Monitoring The SMD shall monitor compliance of companies through the computer generated delinquency reports stated in item 5.2. above. 7. Audit of Registration Process As necessary, SMD shall conduct audit of STB/MB registration process at the Records Division to ensure proper compliance and implementation of the policies and procedures defined in this SOP. III. IMPLEMENTING PROCEDURES The following procedures shall be adopted for the registration of STB/MB: Responsible Personnel Required Action Company Filer 1. Secures STB/MB and STB/MB registration form 2. Fills up registration form and secures signature of Corp. Sec. 3. Gets queue no. for Receiving Counter. 4. When no. is called presents STB/ MB and duly signed registration form at the Receiving Unit Receiving Officer 1. Checks completeness of information in the registration form. If not complete, return the same to filer and advise him of deficiency. 2. Validates in CIS/Inquiry Menu/ Company Menu Option if company is registered. 3. Writes dates of registration and SEC no. on the form if this is not indicated. 4. Validates name of certifying company official in reg. Form against Name Relationship System, or if information is not available in NRS, validates directly with company file. 5. Validates volume no. of STB/MB against the one stated in reg. form. For requests of more than one volume number, advise filer to secure approval from SMD and for him to return reg. form with SMD approval. 6. If in order, stamps OK/PAY and OK/RCV form and initials the same. Returns STB/MB and reg. form to client. (If not in order rejects registration, fills up deficiency notice citing cause of rejection and give to filer. Person is done.) 7. Instructs client to proceed to the Cashier line. Company Filer 1. Proceeds to Cashier line. 2. When turn comes presents reg. form with OK/PAY and OK/RCV, and gives payment to cashier. Cashier 1. Ensures OK/PAY and OK/RCV stamps on form. 2. If stamps are present on form, accepts payment and machine- validates first page of STB/MB and registration form. Returns machine- validated STB/MB and form to filer. Instructs filer to proceed to Releasing Unit for STB/MB stamping. 3. If no stamps, rejects payment and instructs filer to proceed first to receiving counter for appropriate- instruction.) Company Filer 1. Presents machine-validated form and STB/MB to releasing counter Releasing Officer 1. Checks OK/PAY, OK/RCV and machine validation on STB/MB and form. If in order, imprints reg. stamp on first-page of STB/MB and on registration form. Affixes initials and date on stamp. Note: If any one of the above markings is missing. DO NOT stamp registration book. Advise filer to go back to the appropriate counter. 2. Gives back STB/MB to filer. Retains registration form. PERSON IS DONE. 3. Forwards registration form to Document Tracking Unit (DTU) DTU 1. Ensures stamp and machine- validation on registration form. (If none, returns same to Releasing Unit). 2. Enters STB/MB registration in RMS. Note: Date of receipt shall be the date of the machine validation. 3. Every fifteenth of the month or the first working day after if this falls on a non-working day, prints report on delinquency report on STB/MB registration. 4. Forwards report to SMD for monitoring not later than the following day.