In the Matter of BPO Asia Institute Incorporated

July 21, 2014 SEC CRMD CASE NO. 14-587 IN THE MATTER OF BPO ASIA INSTITUTE INCORPORATED SEC Registration No. CS201321989 , petitioner . FOR : Correction of the Articles of Incorporation and Amended Articles of Incorporation ORDER This refers to the Verified Petition of BPO ASIA INSTITUTE INCORPORATED ("Petitioner" for brevity) dated June 18, 2014, praying for the correction of its Articles of Incorporation, approved on November 15, 2013, and Amended Articles of Incorporation, approved on May 15, 2014. Petitioner is a domestic stock corporation, registered with the Commission on November 15, 2013. It was established primarily to engage in the following line of business: "To provide programs, systems and tools related to business process outsourcing courses and other related courses, to provide professional training in the use of these programs, systems and tools and to offer necessary back office support services to institutions and other entities." Petitioner's authorized capital stock is One Million Pesos (P1,000,000.00), divided into one million (1,000,000) shares with the par value of One Peso (P1.00) per share. Its first stockholders are (1) BPO ASIA HOLDINGS CORPORATION, the majority shareholder, (2) Carolina S. Esguerra, (3) Lilian S. Reventar, (4) Jose Renato T. Badelles, (5) Danilo R. Bautista and (6) Maria Corina P. Buag. SCaDAE Out of the one million (1,000,000) shares of the corporation, a total of two hundred fifty thousand (250,000) shares, with the equivalent worth of Two Hundred Fifty Thousand Pesos (P250,000.00), were subscribed by the first stockholders of Petitioner, as attested to by Danilo R. Bautista, the appointed treasurer-in-trust of petitioner in its affidavit dated September 27, 2013, which was submitted at the time of incorporation. On May 15, 2013, the Commission approved Petitioner's Amended Articles of Incorporation, to effect a change in its principal office address from 26/F Phil-AXA Life Centre, Sen. Gil Puyat Avenue, Makati City to Don Mariano Lim Industrial Compound, Alabang-Zapote Road, Las Pias City. Petitioner now seeks the correction of entries in Article Eighth of its Articles of Incorporation and Amended Articles of Incorporation (Article Eighth for brevity) , specifically pertaining to the individual number of shares subscribed by each stockholder and their equivalent worth. A perusal of said Article Eighth will show as follows: "EIGHT: That at least 25% of the authorized capital stock has been subscribed and at least 25% of the total subscription has been paid as follows: Name Nationality No. of Shares Amount Subscribed Subscribed BPO ASIA HOLDINGS CORPORATION Filipino 24,995 24,995.00 Carolina S. Esguerra Filipino 1 1.00 Lilian S. Reventar Filipino 1 1.00 Jose Renato T. Badelles Filipino 1 1.00 Danilo R. Bautista Filipino 1 1.00 Maria Corina P. Buag Filipino 1 1.00 Total 250,000 P250,000.00" ===== ========= Petitioner stresses that the figures as shown above relative to individual number of shares subscribed by each stockholder and their equivalent worth are inaccurate and mathematically incorrect. According to Petitioner, Article Eighth should have been written as follows: "EIGHT: That at least 25% of the authorized capital stock has been subscribed and at least 25% of the total subscription has been paid as follows: Name Nationality No. of Shares Amount Subscribed Subscribed BPO ASIA HOLDINGS CORPORATION Filipino 249,950 249,950.00 Carolina S. Esguerra Filipino 100 100.00 Lilian S. Reventar Filipino 100 100.00 Jose Renato T. Badelles Filipino 100 100.00 Danilo R. Bautista Filipino 100 100.00 Maria Corina P. Buag Filipino 100 100.00 Total 250,000 P250,000.00" ===== ========= In support thereof, Petitioner submitted the following documents: 1. Board Resolution No. 2, Series of 2014, executed under oath by Petitioner's board of directors, who were also its first stockholders, approving the need to correct the entries in Article Eighth relative to their individual number of subscribed shares and their equivalent worth at the time of incorporation of the corporation; and 2. Petitioner's 2014 General Information Sheet, executed under oath by its corporate secretary dated June 10, 2014, showing that the individual number of shares subscribed by the first stockholders at the time of incorporation of the corporation has been maintained. As can be gleaned from the information reflected in Article Eighth, the supposed individual number of shares subscribed by the first stockholders and their individual worth are equal only to a total of twenty-five thousand (25,000) shares equivalent to Twenty Five Thousand Pesos (P25,000.00) or short of the required threshold for total subscriptions as required under the law. EcSaHA Section 13 of the Corporation Code provides that: " At least twenty-five percent (25%) of the authorized capital stock as stated in the articles of incorporation must be subscribed at the time of incorporation , and at least twenty-five (25%) per cent of the total subscription must be paid upon subscription, the balance to be payable on a date or dates fixed in the contract of subscription without need of call, or in the absence of a fixed date or dates, upon call for payment by the board of directors: Provided, however, That in no case shall the paid-up capital be less than five Thousand (P5,000.00) pesos." The first stockholders, however, attested that the information stated in Article Eighth is erroneous as their correct individual subscriptions should have been the following: BPO ASIA HOLDINGS CORPORATION (249,950), Carolina S. Esguerra (100), Lilian S. Reventar (100), Jose Renato T. Badelles (100), Danilo R. Bautista (100) and Maria Corina P. Buag (100) for a total of two hundred fifty thousand (250,000) shares equivalent to Two Hundred Fifty Thousand Pesos (P250,000.00), which is consistent with the information stated in the affidavit of the treasurer-in-trust at the time of incorporation of Petitioner. Secondly, a simple mathematical computation of the entries for the individual subscriptions of the first stockholders as stated in Article Eighth will show the glaring incompatibility with the available information based on records. Given the foregoing, we find the corrections sought by Petitioner logical and proper. It is therefore clear that there can be no valid objection to the instant Petition. WHEREFORE, the instant Petition of BPO ASIA INSTITUTE INCORPORATED, praying for the correction of its Articles of Incorporation, approved on November 15, 2013, and Amended Articles of Incorporation, approved on May 15, 2014, is hereby GRANTED. Let a copy of this Order and the corrected copies of the subject Articles of Incorporation and Amended Articles of Incorporation be forwarded to the Corporate Filing and Records Division (CFRD) of this Department for purposes of filing in the records of Petitioner. Further, the Corporate and Partnership Registration Division (CPRD) of this Department is hereby directed to cause the appropriate encoding of the correction as stated in this Order in the online database of this Commission. SO ORDERED. Mandaluyong City, Philippines. July 21, 2014. (SGD.) FERDINAND B. SALES Director