Consolidated Schedule of Fees and Charges

August 11, 2016 SEC MEMORANDUM CIRCULAR NO. 12, S. 2016 TO : All Concerned SUBJECT : Consolidated Schedule of Fees and Charges As approved by the Department of Finance (DOF), hereunder is the list of all the fees and charges to be imposed and collected by the Securities and Exchange Commission. Registration and Filing Fees Particulars Rates Domestic Corporations Articles of Partnership 1/5 of 1% of the Partnership's Capital but not less than P2,000 Increase in Capital Partnership 1/5 of 1% of the Partnership's Capital but not less than P2,000 Amended Articles of Partnership P2,000 Deed of Assignment of Partner's Interest P2,000 Articles of Dissolution of Partnership P1,000 Affidavit of Withdrawal of Partner P1,000 Articles of Incorporation A. Stock corporation with par value B. Stock corporation without par value 1/5 of 1% of the authorized capital stock or the subscription price of the subscribed capital stock whichever is higher but not less than P2,000 1/5 of 1% of the authorized capital stock computed at P100 per share or the subscription price of the subscribed capital stock whichever is higher but not less than P2,000 Articles of Incorporation of Non-Stock Corporation P1,000 Amended Articles of Incorporation A. Stock Corporations B. Non-Stock Corporations P1,000 P1,000 Amended Articles of Incorporation where amendment consist of extending the term of corporate existence 1/5 of 1% of the authorized capital stock but not less than P2,000 Stock corporation with par value 1/5 of 1% of the authorized capital stock or the subscription price of the subscribed capital stock whichever is higher but not less than P2,000 Stock corporation without par value 1/5 of 1% the authorized capital stock computed at P100 per share or the subscription price of the subscribed capital stock whichever is higher but not less than P2,000 Non-Stock Corporations P2,000 Amended Articles of Incorporation re: conversion/reclassification of shares P2,000 Amended By-Laws of both Stock and Non-Stock Corporation P1,000 Increase of Capital Stock A. Corporation with par value B. Corporation without par value 1/5 of 1% of the increase in capital stock or the subscription price of the subscribed capital stock whichever is higher but not less than P3,000 1/5 of 1% of the increase in capital stock computed at P100 per share or the subscription price of the subscribed capital stock whichever is higher but not less than P3,000 Decrease of Capital Stock A. Return of Capital P5,000 B. All Others P3,000 Merger or consolidation of corporation A. In merger, in case of simultaneous filing of application for increase of authorized capital stock the surviving corporation B. In consolidation where the total equity of corporations is different from authorized capital of the consolidated corporation 1/5 of 1% of the equity of the absorbed corporation/s but not less than P3,000 Filing fee for increase in capital stock or the filing fee for Merger whichever is higher but not less than P3,000 1/5 of 1% of total equity of the constituent corporations or the filing fee for Articles of Incorporation whichever is higher; Valuation of Consideration for shares of stock 1/5 of 1% of the value of shares of stock to be issued but not less than P3,000 Equity Restructuring A. To wipe out existing deficit B. To create additional paid in capital P5,000 1/5 of 1% of the amount infused but not less than P5,000 Stock/Cash dividend of up to P50,000 declared by the corporation whose securities are not listed P500 Stock/Cash dividend of over P50,000 declared by the corporation whose securities are not listed P1,000 Property Dividend Declaration 1/5 of 1% of the amount declared but not less than P5,000 Dissolution via shortening of corporate term A. Stock Corporations B. Non-Stock Corporations P1,000 P500 Foreign Corporations and Multinationals Application under the Foreign Investments Act (aside from the filing fee for the articles of incorporation) P3,000 Application of Stock Foreign Corporations A. Branch Office B. Representative Office 1% of the actual inward remittance of the corporation converted into Philippine currency but not less than P3,000 1/10 of 1% of the actual inward remittance of the corporation converted into Philippine currency but not less than P2,000 Application of Non-Stock Foreign Corporations A. Branch Office B. Representative Office P3,000 P3,000 Application of Foreign Corporations for Conversion A. Representative Office to Branch Office B. Branch Office to Representative Office 1% of the actual inward remittance of the corporation converted into Philippine currency but not less than P5,000 1/10 of 1% of the actual inward remittance of the corporation converted into Philippine currency but not less than P3,000 Application of Multinational Corporations for Regional Operating Headquarters or conversion of a Regional or Area Headquarters into Regional Operating Headquarters 1% of the actual remittance but not less than 1% of peso equivalent of $200,000 at the time of remittance Application of Multinational Corporations for Regional or Area Headquarters P5,000 Petition for Amendment of license of foreign corporations and multinational corporations P3,000 Petition for Withdrawal of License of Foreign Corporations and Multinational Corporations P3,000 Petition for Appointment/Substitution of a Resident Agent P3,000 Petition for Revocation of Appointment of Resident Agent P3,000 Amended Articles of Incorporation & By-Laws of a Foreign Corporation P2,000 Recording of Deed of Assignment of Shares of Stock (For deletion but shall be replaced by Voting Trust Agreement) P500/trustor Petition to Set Aside Order of Suspension/Revocation P3,000 Petition for Correction in Articles of Incorporation P3,000 Financing/Lending Companies Application for Certificate of Authority to Operate as a Financing/Lending Company (Head Office) 1/10 of 1% of the paid up capital Application for Certificate of Authority to Operate as a Lending Company (Branch Office) 1/10 of 1% of the assigned capital of the branch, extension office, unit or satellite office Amendment of Certificate of Authority of a Financing/Lending Company A. Head Office B. Branch Office P500 P500 Annual Fee Lending Companies A. Head Office B. Branch Office 1/8 of 1% of the required paid-up capital 1/8 of 1% of the required paid-up capital Annual Fee Financing Companies A. Head Office 1. Metro Manila and other 1st class cities 2. Other classes of cities 3. Municipalities P10,000 P5,000 P2,500 B. Branch Office 1. Metro Manila and other 1st class cities 2. Other classes of cities 3. Municipalities P1,000 P500 P250 Capital Market Participants (Mutual Fund Distributors/Certified Investment Solicitors/Brokers/Dealers/Investment Houses/Underwriter of Securities/Investment Company Advisers/Government Securities Eligible Dealers/Transfer Agents) New Annual Fees Registration as Mutual Fund Distributor P5,000 + LRF of 1% 1/2,000 of 1% of total value of securities/shares distributed covering the period from Oct. 1 of the previous year to Sept. 30 of the current year but in no case shall be less than P30,000 nor more than P100,000 + LRF of 1% Amendment of Certificate of Registration of Capital Market Participants A. Head Office B. Branch Office P500 P300 Registration as Certified Investment Solicitor P2,500 (Last Quarter Registration Fee: 1/4 New Registration Fee + Renewal Fee) P1,200 Brokers/Dealers (Main Office) P75,000 + LRF of 1% 1/2,000 of 1% of total value turnover covering the period from Oct. 1 of the previous year to Sept. 30 of the current year but in no case shall be less than P30,000 nor more than P100,000 + LRF of 1% Broker (Main Office) New Annual Fees P40,000 + LRF of 1% 1/2,000 of 1% of total value turnover covering the period from Oct. 1 of the previous year to Sept. 30 of the current year but in no case shall be less than P30,000 nor more than P100,000 + LRF of 1% Dealer (Main Office) P40,000 + LRF of 1% 1/2,000 of 1% of total value turnover covering the period from Oct. 1 of the previous year to Sept. 30 of the current year but in no case shall be less than P30,000 nor more than P100,000 + LRF of 1% Branch Office P10,000 + LRF of 1% P15,000 + LRF of 1% Associated Person P3,000 + LRF of 1% P1,500 + LRF of 1% Salesman P2,000 + LRF of 1% P1,000 + LRF of 1% Investment House/Underwriter P75,000 + LRF of 1% 1/2,000 of 1% of total underwriting commitments covering the period from Oct. 1 of the previous year to Sept. 30 of the current year but in no case shall be less than P30,000 nor more than P100,000 + LRF of 1% Investment House/Underwriter with Government Securities Eligible Dealers (GSED) P75,000 + LRF of 1% Total annual fees as IH + total annual fees as GSED + LRF of 1% Investment House Branch Office P10,000 + LRF of 1% P15,000 + LRF of 1% Investment House Compliance Officer/Associated Person P3,000 + LRF of 1% P1,500 + LRF of 1% Government Securities Eligible Dealers (GSED) P75,000 + LRF of 1% 1/2,000 of 1% of total value turnover covering the period from Oct. 1 of the previous year to Sept. 30 of the current year but in no case shall be less than P30,000 nor more than P100,000 + LRF of 1% Government Securities Eligible Dealers Compliance Officer/Associated Person P3,000 + LRF of 1% P1,500 + LRF of 1% Investment Company Adviser New Annual Fees P15,000 + LRF of 1% 1/2,000 of 1% of the average end-of-month value of assets managed covering the period from Oct. 1 of the previous year to Sept. 30 of the current year but in no case shall be less than P30,000 nor more than P100,000 + LRF of 1% Investment Company Adviser/Compliance Officer P3,000 + LRF of 1% P1,500 + LRF of 1% Transfer Agents P10,000 + LRF of 1% P10,000 + P500 per Issue handled [total not exceeding P10,000] + LRF of 1% Exchanges/Self-Regulatory Organizations/Clearing Houses and Central Depositories Exchanges New Annual Fees P50,000 + LRF of 1% See table below. A. Philippine Stock Exchange (PSE) Additional Fees of Exchanges Per semester, 1/100 of 1% of the aggregate amount of the sales of securities transacted on such Exchange during the preceding calendar year or any part thereof B. Philippine Dealing and Exchanges (PDEx) Additional Fees of Exchanges Per semester, 1/1,000 of 1% of the aggregate amount of the sales of securities transacted on such Exchange during the preceding calendar year or any part thereof Value Turnover Per Semester Transaction Fee Below 100 B 500,000 >100 B 150 B 600,000 >151 B 200 B 700,000 >201 B 250 B 800,000 >251 B 300 B 900,000 >301 B 350 B 1.0 M >351 B 400 B 1.1 M >401 B 450 B 1.2 M >451 B 500 B 1.3 M >501 B 550 B 1.4 M >551 B 600 B 1.5 M >601 B 650 B 1.6 M >651 B 700 B 1.7 M >701 B 750 B 1.8 M >751 B 800 B 1.9 M >801 B 850 B 2.0 M >851 B 900 B 2.1 M >901 B 950 B 2.2 M >951 B 1 T 2.3 M >1 T 2.5 M C. Clearing Agencies New Annual Fees P50,000 + LRF of 1% 1/1,000 of 1% of transactions cleared and settled in the previous year + LRF of 1% D. Central Depositories P50,000 + LRF of 1% 1/2,000 of 1% of securities in custody during the previous year + LRF of 1% E. Securities Borrowing and Lending Agencies P10,000 + LRF of 1% P15,000 + LRF of 1% F. Self Regulatory Organizations P50,000 + LRF of 1% P100,000 + LRF of 1% G. Request for approval of stabilization activities P50,000 per issue and per company Issuers of Securities Registration Statement Maximum Aggregate Price of Securities to be Offered Amount of Filing Fee Not more than P500M 0.10% of the maximum aggregate price of the securities to be offered More than P500M but not more than P750M P500,000 plus 0.075% of the excess over P500M More than P750M but not more than P1B P687,500 plus 0.05% of the excess over P750M More than P1B P812,500 plus 0.025% of the excess over P1B the computation of filing fee excludes negotiated shares Securities to be registered but which are not part of the offering, shall be based on Par Value in the case of options or warrants which have no issue value: Minimum of P50,000.00 in addition to the diminishing fee due on the underlying shares Shelf Registration 1. Shelf Registration a) Upon filing of Registration Statement based on the value of the 1st Tranche b) Filing fees for subsequent tranches payable within seven (7) business days prior to commencement of the offer/sale 2. Registration Fee of Mutual Funds Based on Net Asset Value per share but in no case less than par value N.B. (1) The registrant shall execute an undertaking to pay the remaining registration fees no later than 30 days prior to the expiry of the three (3)-year period reckoned from the date of effectivity of the Registration Statement (2) pay the filing fee for registration of securities in tranches, rather than upfront, based on the total value of shares covered by the Registration Statement, provided, however, that the open-end investment company must, upon filing of the Registration Statement (RS), submit a sworn statement by its President indicating the schedule or program for the payment of the unpaid fees which must be paid within three (3) years from the effective date of the RS Short Term Commercial Papers Maximum aggregate price of securities to be offered and Amount of Filing Fee Not more than P250M Filing fee of 0.10% of the maximum aggregate price the securities to be offered More than P250M but not more than P500M Filing fee of P250,000 plus 0.075% of the excess over P250M More than P500M but not more than P750M Filing fee of P437,500 plus 0.05% of the excess over P500M More than P750M Filing fee of P562,500 plus 0.025% of the excess over P750M Registration as Investment Company (one-time payment) P10,000 Annual Information Statement of Exempt Commercial Paper Issuer (SEC Form 85-18-1) Maximum Aggregate Price of Securities to be Offered Amount of Filing Fee Not more than P50 Million worth of CPs P10,000 Not more than P100 Million worth of CPs P20,000 Up to P150 Million worth of CPs P30,000 Issuance of more than P150 Million worth of CPs within a 12-month period 1/10 of 1% of the value of CPs Request for Confirmation re: exempt securities P1,000 Request for Confirmation of Exemption 1/10 of 1% of the aggregate value of securities to be sold or issued but in no case less than P1,000 N.B. Fees paid relative to the exemption shall be credited as filing fee for the subsequent registration of exempted securities Commercial Paper (CP) issuances over P150M 1/10 of 1% of the aggregate value of securities to be sold or issued but in no case less than P50,000.00 Request for Exemption 1/10 of 1% of the aggregate value of securities to be sold or issued but in no case less than P10,000 Short Form Registration Statement P150,000.00 or 0.10% of the maximum aggregate price of the securities to be offered, whichever is higher, less the filing fee previously paid for the exempt transaction Petition for Voluntary Revocation of Permit to Sell Securities P10,000 Amended Registration Statement (any amendment except price increase) P12,000 Tender Offer Statement Maximum Aggregate Price of Securities to be Offered Amount of Filing Fee Not more than P500 M 0.10% of maximum aggregate price of the securities to be offered More than P500M but not more than P750 M P500,000 plus 0.075% of the excess over P500 M More than P750M but not more than P1B P687,500 plus 0.05% of the excess over P750 M More than P1B P812,500 plus .025% of the excess over P1B Initial Information Statement filed by the Reporting Company P7,500 All subsequent IS (amended) filed shall be subject to a fee of P5,000.00 (this is to discourage haphazardly prepared IS) Information Statement filed by a person other than the Reporting Company P5,000 Request for Exemptive Relief P50,000 per issue and per company Licensing Fee 2/10 of 1% of the paid-up capital of the head office, branch, agency or extension office Request for a new Certificate of Authority re: Change of Address Head Office P500.00 Branch P500.00 Accreditation and Other Related Fees Credit Rating Agencies Application for Accreditation P50,000 Annual Monitoring Fee Annual Fee of P15,000 shall be paid yearly at least 45 days prior to the anniversary date of its accreditation External Auditor and Firms Application for accreditation of Individual practitioners or partners of auditing firms Group A P5,000 Group B P3,000 Group C or D P2,000 Annual Fee Group C or D P5,000 for each Accredited Sole Practitioner Application for accreditation of Auditing Firms Group A P20,000 Group B P15,000 Group C or D P5,000 Annual Fee Group A P2,500 per accredited partner + P20,000 for the firm Group B P2,000 per accredited partner + P15,000 for the firm Group C or D P1,500 per accredited + P5,000 Appraisal Companies Application P10,000 Annual Fee P2,000 Surety Companies Initial Application P5,000 Renewal P5,000 Annual Fee P1,000 plus P100 per BD Client Other Fees Various Certifications Certification under ATS P300 General Certifications P300 Certification on Corporate Information, Recording of Deed of Assignment of Stock P500 Certificate of Company Status P500 Certification on-paid-up-capital, outstanding capital, percentage of Filipino stockholdings, etc. P1,000 Certificate of incurring, creating, increasing bonded indebtedness 1/5 of 1% of the total indebtedness but not less than P1,000 Certificate of Authority of branch office of financing company 1/5 of 1% of the assigned capital of the branch, agency, extension office or unit, but not less than P2,000 Certificate of Authority of branch office of lending company 1/5 of 1% of the assigned capital of the branch, agency, extension office or unit, but not less than P600 Registration/Name Verification Fee Registration fee of Stock and Transfer Book P150 Registration fee of Membership Book P75 Name Verification/Reservation Fee P100/allowed name for 30 days Other Filing Fees Listing Fee P2,500 Certification Fee for Registration or Non-Registration of Securities P500 Complaints/Petitions P2,000 Request for Confidential Treatment and every request for extension of Confidential Treatment P50,000/per information and per company Any other filing made requiring action by the Department P2,000 Petitions/Appeals Petition for revocation of Certificate of Registration Note: To cover all types of petitions for revocation P3,030 (inclusive of P30 Legal Research Fee) Petition for Change of Corporate Name Petition for Calling of Meeting Appeal from the Orders of the Operating Departments Legal Research Fees Legal Research Fee 1% of the Registration/Filing Fee but not less than Fifty Pesos (P50.00) shall be paid at the time of filing Opinions/Confirmation Request for opinion/confirmation from OGA P25,000 N.B. This involves complex issues that would require extensive research Request for clarification and other actions from OGA P10,000 N.B. This involves non-complex issues or issues with precedent cases OGC opinions P10,000 Basic Service Charge Public Reference Unit Basic Charge P50 per request Basic Charge (for authentication of documents) P50 per document Computer processing charge P4 per minute Viewing Fee for i-View facility P0.50 per page Reproduction of Documents in Plain Microfilm/Digital Copy Articles of Incorporation/Amended Articles of Incorporation P100 By-Laws/Amended By-Laws P100 General Information Sheet P25 Increase in Capital Stock P70 Resolution P25 Secretary/s Certificate P25 Board Resolution P25 Registration Data Sheet P35 Deed of Assignment P25 Borrowing Fee for hard copy not available in film P50 per doc Reproduction of Documents in Authenticated Copy Articles of Incorporation/Amended Articles of Incorporation P200 By-Laws/Amended By-Laws P150 General Information Sheet P100 Increase in Capital Stock P200 Resolution P50 Secretary's Certificate P50 Board Resolution P25 Registration Data Sheet P35 Deed of Assignment P25 Reproduction of documents not mentioned above P10 per page + P50 basic charge per corporation Authentication of document not mentioned above P10 per page + P50 authentication fee per document New generation of statistics or listings, per data year and industry or geographical classification P1,000 per year of data per listing Soft copy of readily available data Listing of top 5,000 corporation (basic indicators, i.e., profit, sales, assets, liabilities, equities) P1,000 per year of data per listing Company Listings and Statistics P1,000 per year of data Hard copy of documents with list containing various information i.e., address, industry classification, equity structure etc. P5 per page Soft copy of documents with list containing various information i.e., address, industry classification, equity structure etc. - CD-RW media - DVD P50 per piece P100 per piece SEC Publication - SEC Bulletin P150 per copy All other circulars, rules, orders, and issuances, or part thereof inconsistent with this Memorandum Circular are hereby repealed or modified accordingly. This Memorandum Circular shall take effect after fifteen (15) days from publication in a newspaper of general circulation. Issued this 11th day of August 2016, Mandaluyong City, Philippines. (SGD.) TERESITA J. HERBOSA Chairperson