Integration of MC28, s. 2020 and MC1, s. 2021 Compliance of Newly Registered Corporations with the eSPARC Regular and OneSEC Portals and the Automatic Enrollment to the eFAST Portal

December 18, 2023 SEC MEMORANDUM CIRCULAR NO. 23, S. 2023 TO : All Concerned SUBJECT : Integration of M C2 8, s. 2020 and M C 1, s. 2021 Compliance of Newly RegisteredCorporations with the eSPARCRegular and OneSEC Portals and theAutomatic Enrollment to the eFASTPortal WHEREAS , under Section 5 (g) of Republic Act No. 8799, also known as the Securities Regulation Code ("SRC"), the Commission shall have the power to prepare, approve, amend or repeal rules, regulations and orders, and issue opinions and provide guidance on and supervise compliance with such rules, regulations and orders; HEITAD WHEREAS , under Sec. 5.1 (n) of the SRC, the Commission shall exercise such other powers as may be provided by law as well as those which may be implied from, or which are necessary or incidental to the carrying out of, the express powers granted the Commission to achieve the objectives and purposes of these laws; WHEREAS , Section 13 of Republic Act No. 11232, otherwise known as the Revised Corporation Code of the Philippines ("RCC"), provides that the articles of incorporation and applications for amendments thereto may be filed with the Commission in the form of an electronic document, in accordance with the Commission's rules and regulations on electronic filing; WHEREAS , Section 179 (o) of the RCC provides that the Commission shall have the power and authority to formulate and enforce standards, guidelines, policies, rules and regulations to carry out the provisions of the RCC; WHEREAS , Section 179 (p) of the RCC provides that the Commission shall have the power and authority to exercise such other powers provided by law or those which may be necessary or incidental to carrying out the powers expressly granted to the Commission; WHEREAS , Section 179 (p) of the RCC also provides that the Commission shall develop and implement an electronic filing and monitoring system. The Commission shall promulgate rules to facilitate and expedite, among others, corporate name reservation and registration, incorporation, submission of reports, notices, and documents required under the RCC, and sharing of pertinent information with other government agencies; WHEREAS , in compliance to the above, the Commission launched the Electronic Simplified Processing of Application for Registration of Company (eSPARC) , an online facility that caters to the application for registration of Stock and Non-Stock Domestic Corporations with two (2) or more incorporators who may either be natural person, partnership, association or corporations, singly or jointly with others but not more than fifteen (15) in number; aDSIHc WHEREAS , the Commission subsequently launched the One-day Submission and E-registration of Companies (OneSEC) which is a sub-system of the eSPARC that currently caters to registration applications of Domestic Stock Corporations which may be a One Person Corporation (OPC) or regular corporation with 2 to 15 incorporators, board of directors and stockholders; WHEREAS , the Commission issued Memorandum Circular (MC) No. 28, s. 2020, which necessitates the creation and designation of an official email address and cellphone number of every corporation, association, partnership, and person under its jurisdiction and supervision; WHEREAS , an administrative penalty of Ten Thousand Pesos (Php10,000.00) is imposed upon corporations, associations, partnerships, and persons under the jurisdiction and supervision of the Commission that failed to comply with MC No. 28; WHEREAS , it is the policy of the Commission to encourage compliance of its regulated entities, ensure a prudent identification of active and inactive corporations, and enhance and organize its database as part of continuing efforts to nurture a healthy and vibrant corporate sector; WHEREAS , Section 6 of Memorandum Circular (MC) No. 01, Series of 2021 requires incorporators to disclose with the Commission the person or persons on whose behalf the registration of the corporation was applied for. Nominee incorporators or applicants for registration, as well as the nominee directors/trustees and nominee shareholders of the applicant corporation, shall in the same manner disclose to the Commission their respective principals or nominators. The disclosure shall include the full names, country of residence, nationality, and tax identification number (TIN), or in the absence of such TIN, the passport numbers of their nominators or principals, and the person on whose behalf the corporation was registered. Otherwise, they shall declare to the Commission that they are not nominee incorporators/nominee applicants/nominee directors/nominee subscribers, if such be the fact, and that they are not acting as such for and on behalf of another person; WHEREAS , Section 10 of MC1, Series of 2021 provides that submission of required information under this same Circular shall be done online in such form and manner as the Commission deems practicable; WHEREAS , on 01 April 2022, enrollment and submission of annual reports through the Electronic Filing and Submission Tool (eFAST) became effective in compliance with SEC Memorandum Circular No. 3, Series of 2021; NOW THEREFORE , in pursuit of sustainable practices, compliance, and streamlined and automated processes, the Commission hereby promulgates the integration of MC28, s. 2020 and MC1, s. 2021 compliance of newly registered corporations with the eSPARC regular and OneSEC portals of the Commission, and the automatic enrollment in the eFAST. ATICcS SECTION 1. Definition of Terms . For purposes of this Memorandum Circular: a. Commission shall refer to the Securities and Exchange Commission; b. MC01 shall refer to Memorandum Circular No. 01, Series of 2021; c. MC28 shall refer to Memorandum Circular No. 28, Series of 2020; d. Registrants shall include partnership, domestic corporations, whether stock or non-stock, foreign corporations securing a license to do business in the Philippines. SECTION 2. Integration . Upon effectivity of this Memorandum Circular, all registrants of the eSPARC and OneSEC shall be deemed to have complied with: a. Provisions of MC28, on the creation and/or designation of an official e-mail account and cellphone number for transactions with the Commission; b. Provision of MC 01, on the requirement for incorporators to disclose with the Commission the person or persons on whose behalf the registration of the corporation was applied for. In addition to the immediate compliance of registrants with MC28 and MC 01, the registrant shall automatically be enrolled in the eFAST. The temporary credentials for the eFAST account of the registrant shall be forwarded to the official e-mail address enrolled under their MC28 compliance following the automatic enrollment to the eFAST portal. SECTION 3. Modification of Forms . For purposes of effecting the integration and modifications as provided for and adopted in this Circular, the Certificate of Authentication which domestic corporations shall include in their submission, shall be in the form as appearing in Annex A. Additionally, there is a need to update and amend the following forms to reflect compliance to the integration, to wit: Articles of Partnership Annex B S.E.C. FORM No. F-103 for Stock Branch Office of a Foreign Corporation Annex C S.E.C. FORM No. F-104 for a Stock Representative Office of a Foreign Corporation Annex D S.E.C. FORM No. F-108 for a Non-Stock Branch and Non-Stock Representative Office of a Foreign Corporation Annex E Form for Multi-National Companies such as ROHQ and RHQ Annex F Nominee(s)/Nominator(s) Declaration Annex G SECTION 4. Transitory Guidelines . Registrants with pending applications prior to the effectivity of this Memorandum Circular may opt to revert their pending applications and resubmit it so that they may be returned to the integrated MC28 compliance page of the eSPARC Regular. Once completed, the approved application shall be deemed to be MC28 compliant. ETHIDa Those who opt to proceed without voluntarily reverting their applications shall not be MC28 compliant and shall comply with the mandatory compliance of the MC28 under SEC Memorandum Circular No. 28, s. 2020. SECTION 5. Effectivity . This shall be effective after the system update of eSPARC Regular and OneSEC portals which shall be scheduled on 18 December 2023 . Done this 18th day of December 2023, Makati City, Philippines. For the Commission: (SGD.) EMILIO B. AQUINO Chairperson ANNEX A-2 Certificate of Authentication ANNEX B Articles of Partnership of Partnership Name ANNEX C Application of a Foreign Corporation to Establish a Branch Office in the Philippines 1 2 3 ANNEX D Application of a Foreign Corporation to Establish a Representative Office in the Philippines ANNEX E Application of a Non-Stock Foreign Corporation to Establish a Branch/Representative Office in the Philippines ANNEX F-1 Application of Multi-National Company for Registration and License to Establish a Regional Operating Headquarters in the Philippines ANNEX F-2 Application of Multi-National Company for Registration and License to Establish a Regional or Area Headquarters in the Philippines ANNEX G Proposed Inclusion to eSPARC Nominee(s)/Nominator(s) Declaration Footnotes 1. Domestic market enterprise an enterprise which produces goods for sale, or renders services or otherwise engages in any business in the Philippines. This requires assigned capital of USD200,000.00 or its equivalent. 2. Export market enterprise an enterprise wherein manufacturer, or service (including, tourism) enterprise exports sixty percent (60%) or more of its output, or wherein trader purchases products domestically or exports sixty percent (60%) or more of such purchases. Minimum capital required is P5,000.00. 3. Please use value in case of products of different kinds and characteristics as well as to those of the same kind but with various categories using different unit of measurement; volume in case of products of the same kind or category using a common unit of measurement.