Request for Comments on the Proposed Guidelines on the Submission of Digital Copies of Applications, Compliance Documents, and Other Requests, and Further Reducing the Number of Hard Copies to be Filed with the Commission

July 10, 2023 SEC NOTICE SUBJECT : Request for Comments on the Proposed Guidelines on the Submission of Digital Copies of Applications, Compliance Documents, and Other Requests, and Further Reducing the Number of Hard Copies to be Filed with the Commission The Commission hereby requests comments and/or inputs on the attached draft of the Guidelines on the Submission of Digital Copies of Applications, Compliance Documents, and Other Requests, and Further Reducing the Number of Hard Copies to be filed with the Commission . CAIHTE The written comments on the draft must be submitted to the Office of the Commission Secretary (OCS) via electronic mail at [emailprotected] on or before 25 July 2023 (Tuesday) . Issued on July 10, 2023. ATTACHMENT SEC Memorandum Circular No. _______ Series of 2023 TO : ALL CONCERNED SUBJECT : GUIDELINES ON THE SUBMISSION OF DIGITAL COPIES OF APPLICATIONS, COMPLIANCE DOCUMENTS AND OTHER REQUESTS, AND FURTHER REDUCING THE NUMBER OF HARD COPIES TO BE FILED WITH THE COMMISSION DATE : July 6, 2023 WHEREAS , it is the policy of the Securities and Exchange Commission (the "SEC" or Commission) to advocate for sustainability in all aspects of its functions as the prudent registrar and supervisor of the corporate sector, and the independent guardian of the capital market; WHEREAS , the SEC commits to adhere to the principles of sustainability, and to the protection of the economy, society and environment in the performance of its mandated functions; WHEREAS , Section 180 of Republic Act No. 11232, otherwise known as the Revised Corporation Code of the Philippines, mandates that the Commission shall develop and implement an electronic filing and monitoring system, and shall promulgate rules to facilitate and expedite, among others, corporate name reservation and registration, incorporation, submission of reports, notices, and documents required under the law, and sharing of pertinent information with other government agencies; aScITE WHEREAS , Section 7 of Republic Act No. 11032, otherwise known as the Ease of Doing Business and Efficient Government Service Delivery Act of 2018, provides that all government agencies, including local government units, shall adopt a zero-contact policy; WHEREAS , Section 17 of the Ease of Doing Business and Efficient Government Service Delivery Act of 2018 requires that government agencies shall automate business-related transactions by developing the necessary software and technology-neutral platforms; WHEREAS , the Commission adheres to sustainable practices such as using less paper and reducing energy consumption through streamlined processes and technology, as well as promotes the role of corporations in achieving the United Nations Sustainable Development Goals and AmBisyon Natin 2040 through the issuance of the Sustainability Reporting Guidelines for Publicly Listed Companies under SEC Memorandum Circular No. 4, Series of 2019, on 15 February 2019, among others; WHEREAS , under the Philippine Development Plan 2023-2028, digitalization and digital transformation of government, as one of the strategies that will serve as catalysts for economic, social, institutional, and environmental transformation, will result in more efficient and faster service delivery, more transparency, and fewer opportunities for corruption at various levels; NOW, THEREFORE , the Commission, pursuant to its authority under the Revised Corporation Code of the Philippines and the Securities Regulation Code, hereby issues and promulgates the following guidelines prescribing the submission of electronic copies of applications, compliance documents and other requests, and further reducing the number of hard copies to be filed with the Commission: Section 1. Documents to be Submitted Online . The documents identified and described below shall be submitted to the Commission by electronic mail or through the Commission's electronic platform, whichever is applicable: Description How to File Where to File Application for Regular Monitoring of Domestic Corporations (Ordinary Stock and Non-Stock) Via email [emailprotected] [emailprotected] *For email addresses of Extension Offices, please refer to this link: www.sec.gov.ph/contact-us/#gsc.tab=0 Application for Regular Monitoring of Foreign Corporations Via email [emailprotected] Request for Payment in Installment or Reduction in Fines Via email [emailprotected] Request for Verification of Corporate Status Via email [emailprotected] SEC Form 17-C (Current Report) Via email To: [emailprotected] cc: [emailprotected] SEC Form 17-A (Annual Report) Via email To: [emailprotected] cc: [emailprotected] SEC Form 17-Q (Quarterly Report) Via email To: [emailprotected] cc: [emailprotected] SEC Form 18-A (Report by Owner of More than Five Percent) Via email To: [emailprotected] cc: [emailprotected] SEC Form 18-AS (Short Form Report by Certain Institutional Owners of More than Five Percent) Via email To: [emailprotected] cc: [emailprotected] SEC Form 20-IS (Information Statement-Preliminary) Via email [emailprotected] SEC Form 23-A (Initial Statement of Beneficial Ownership of Securities) Via email To: [emailprotected] cc: [emailprotected] SEC Form 23-B (Statement of Changes in Beneficial Ownership of Securities) Via email To: [emailprotected] Audited Annual Financial Statements (AAFS) Via Electronic Filing and Submission Tool (eFAST) Electronic Filing and Submission Tool (eFAST) SEC Form IH-14 QPR (Quarterly Progress Report of Investment Houses) Via email To: [emailprotected] cc: [emailprotected] SEC Form IH-14 AR (Annual Report of Investment Houses) Via email To: [emailprotected] cc: [emailprotected] General Information Sheet (GIS) Via Electronic Filing and Submission Tool (eFAST) Electronic Filing and Submission Tool (eFAST) SEC Form IHU-IA Report on any change/s in the information contained in the SEC Form IHU-IA Via email To: [emailprotected] cc: [emailprotected] Secretary's Certificate on the Attendance of Board of Directors Via email To: [emailprotected] cc: [emailprotected] SEC Form MCG-2002 Via email To: [emailprotected] cc: [emailprotected] SEC Form 28 BD/28-BDA (Application for Registration as a Broker Dealer and Amendments Thereto) Via email To: [emailprotected] cc: [emailprotected] SEC Form 28-S/AMD Report any change/s in the information provided in the application forms Via email To: [emailprotected] cc: [emailprotected] Risk-Based Capital Adequacy Report Via email To: [emailprotected] Capital Adequacy Report (CAR) for Banks/Underwriters and Investment Houses with GSED License Via email To: [emailprotected] cc: [emailprotected] SEC Form 28-T (Notice of Discontinuation of Employment of a Salesman or Associated Person) Via Capital Market Participants Registry System (CMPRS) Capital Market Participants Registry System (CMPRS) Via email To: [emailprotected] cc: [emailprotected] SEC Form BD-30.2 QCR (Associated Person's Quarterly Compliance Report) Via email To: [emailprotected] cc: [emailprotected] SEC Form 34.1 (Annual Report Chinese Wall Rules) Via email To: [emailprotected] cc: [emailprotected] SEC Form MCR (Monthly Complaint Report) Via email To: [emailprotected] cc: [emailprotected] SEC Form 28-IHIU-GSED-CO/AP (Amendments in the Registration of Compliance Officer/Associated Person) Via email To: [emailprotected] cc: [emailprotected] SEC Form ICA-AR (Annual Report of Investment Company Adviser/Mutual Fund Distributor) Via email To: [emailprotected] cc: [emailprotected] SEC Form ICA-QR (Quarterly Report of Investment Company Adviser/Mutual Fund Distributor) Via email To: [emailprotected] cc: [emailprotected] SEC Form ICA-IA (Amendment Form for Investment Company Advisers) Via email To: [emailprotected] cc: [emailprotected] SEC Form ICA-T (Notice for Termination of Certified Investment Solicitor or Compliance Officer of an Investment Company Adviser/Mutual Fund Distributor) Via Capital Market Participants Registry System (CMPRS) Capital Market Participants Registry System (CMPRS) Via email To: [emailprotected] cc: [emailprotected] SEC Form ICA-CO (Amendments in the Registration as a Compliance Officer (CO) of an Investment Company Adviser/Fund Manager) Via email To: [emailprotected] cc: [emailprotected] SEC Form ICA-CIS (Amendment/Changes in the Information in the Registration form for Certified Investment Solicitor) Via email To: [emailprotected] cc: [emailprotected] SEC Form 30.1 (Affiliated Transactions of Broker Dealers) Via email To: [emailprotected] cc: [emailprotected] List of Officers and Employees of Broker Dealers Via email To: [emailprotected] cc: [emailprotected] Notice of Leave of Absence of Associated Persons Via email To: [emailprotected] cc: [emailprotected] Yearly Schedule/Timetable of Trainings of Broker Dealers Via email To: [emailprotected] cc: [emailprotected] Three-Year Investment Strategy of REIT Fund Manager Via email To: [emailprotected] Quarterly Written Report of REIT/REIT Fund Manager Via email To: [emailprotected] SEC Form 36-TA/TAA (Registration Form/Amendment Form for Transfer Agents) Via email To: [emailprotected] cc: [emailprotected] SEC Form 36-AR (Transfer Agent Annual Report) Via email To: [emailprotected] cc: [emailprotected] Transfer Agent Exception Report Via email To: [emailprotected] cc: [emailprotected] SEC Form 33/33-SRO/33-A (Registration of Exchange, Registration of Exchange as SRO, Amendment of SEC Forms 33/33-SRO) Via email To: [emailprotected] cc: [emailprotected] Annual Report as SRO Via email To: [emailprotected] cc: [emailprotected] SEC Form 42-CA (Registration of Clearing Agencies and Amendments Thereto) Via email To: [emailprotected] cc: [emailprotected] SEC Form 42-SD (Registration of Securities Depositories and Amendments Thereto) Via email To: [emailprotected] cc: [emailprotected] SEC Form 42-SRO (Registration of Self-Regulatory Organization and Amendments Thereto) Via email To: [emailprotected] cc: [emailprotected] SEC Form 42-AR Via email To: [emailprotected] cc: [emailprotected] CMIC Examination Calendar and Audit Program Via email To: [emailprotected] CMIC Report on Started and Completed, including Dockets of Examinations and Investigations by the Audit Via email To: [emailprotected] CMIC Dockets of Examinations and Investigations by IED Via email To: [emailprotected] CMIC Summary of RBCA Reports/CMIC Result of Spot Audit Via email To: [emailprotected] CMIC Result of Investigations-trading of listed Companies Via email To: [emailprotected] SEC Form 39 Registrar Via email To: [emailprotected] cc: [emailprotected] SEC Form 39 Registrar A (Report of any change in the information provided in the Registrar's application forms and other information that may be required) Via email To: [emailprotected] cc: [emailprotected] SEC Form 39 Registrar-QB Via email To: [emailprotected] cc: [emailprotected] Annex 39 Registrar-IS (Individual) Via email To: [emailprotected] cc: [emailprotected] Annex 39 Registrar-IS (Institutional) Via email To: [emailprotected] cc: [emailprotected] Annex 39 Registrar-Undertaking (Individual) Via email To: [emailprotected] cc: [emailprotected] Annex 39 Registrar-Undertaking (Institutional) Via email To: [emailprotected] cc: [emailprotected] SEC Form 39 Registrar AR Via email To: [emailprotected] cc: [emailprotected] ATS Form 1 (Alternative Trading System Registration Form) Via email To: [emailprotected] ATS Form 2-A (Change in Operation Report of Alternative Trading Systems) Via email To: [emailprotected] ATS Form 3 (Alternative Trading System Annual Report) Via email To: [emailprotected] ATS Form 5 (Report on Proposed Changes on the Alternative Trading System) Via email To: [emailprotected] ATS Form 6 (Report on Material System Errors/Upgrades) Via email To: [emailprotected] ATS Form 4 (Cessation of Operation Report) Via email To: [emailprotected] Firm Notification Letter Via email [emailprotected] Engagement Notification Letter Via email [emailprotected] Engagement Information Form from the Audit team Via email [emailprotected] Letter of Findings and Recommendations Via email [emailprotected] SOAR Inspection Report Via email [emailprotected] Remediation Evaluation Report Via email [emailprotected] Section 2. Documents to be Submitted in a Reduced Number of Hard Copies . The documents identified and described below shall be submitted to the Commission in the number of copies indicated: DETACa Description How to File Where to File Registration One Person Corporations and Domestic Corporations Coversheet for Registration Articles of Incorporation By-laws For OPC: Letter of Appointment of Nominee and Alternate Nominee Joint Undertaking to Change Name (not required if incorporated in the Articles of Incorporation) FIA Form (F-100), if applicable For OPC: Proof of Authority if the single stockholder is a trustee, administrator, executor, guardian, conservator, custodian or other person exercising fiduciary duties Clearance/Endorsement from other government agency/Department Certificate of Reciprocity as required by RTLA, if applicable Certificate of Inward Remittance/Bank Certificate, as required by RTLA, if applicable For Non-stock Religious Aggregate and Corporation Sole: Affidavit of Affirmation/Verification by the chief priest, rabbi, minister or presiding elder (not required if already part of the Articles of Incorporation) For Foundation: Notarized Bank Certificate of contribution which shall not be less than One Million Pesos (P1,000,000.00) Statement of Willingness to be Audited For Federation/Confederation: List of Members-Association/Members-Federations certified by the Corp. Sec. For Condominium corporation/association: Notarized copy of the Master Deed Certification of No Existing Similar condominium association within the same condominium project For Lending Corporation Application Form Information Sheet Sworn Certification NBI Clearance Bank Certificate For Financing Corporation Application Form Information Sheet Sworn Certification NBI Clearance Bank Certificate Personal Information Sheet of Directors and Officers Form of Disclosure Statement Bureau of Immigration Clearance Alien Certificate of Registration (for foreigner incorporator) 1. Access the Electronic Simplified Processing of Application for Registration of Company (eSPARC). 2. Submit the application through eSPARC. 3. Wait for the digital copy of the Certificate of Incorporation. 4. Submit the required documents: a. OneSEC eSPARC Processing: Submit two (2) sets of hard copies , anytime within one year from date of approval reflected on the digital copy of the Certificate of Incorporation. b. Regular eSPARC processing: Submit two (2) sets of hard copies , anytime within 60 days from the date of approval reflected on the digital copy of the Certificate of Incorporation. SEC Satellite Office, Robinsons Galleria, Ortigas Center, Quezon City *For office addresses of Extension Offices, please refer to this link: www.sec.gov.ph/contact-us/#gsc.tab=0 Partnership Coversheet for Registration Articles of Partnership Joint Undertaking to Change Name (not required if incorporated in the Articles of Partnership) FIA Form (F-105), if applicable Proof of Existence of the Foreign Company, if partner a in the partnership agreement is registered abroad Board Resolution of the Foreign Company Certificate of Reciprocity as required by RTLA, if applicable Certificate of Inward Remittance/Bank Certificate, as required by RTLA, if applicable Clearance/Endorsement from other government agency/Department Undertaking to Change Name Submit two (2) sets of hard copies SEC Satellite Office, Robinsons Galleria, Ortigas Center, Quezon City *For office addresses of Extension Offices, please refer to this link: www.sec.gov.ph/contact-us/#gsc.tab=0 Foreign Corporations (for both stock and non-stock foreign corporations and multinational companies) Coversheet for Registration F-103 Stock Branch corporation F-104 Stock Representative Office F-108 For Non-stock Branch/Representative Office including Foundations Authenticated/Apostilled Board Resolution Authenticated/Apostilled copy of the Articles of Incorporation/Partnership/ Association Financial Statements Certificate of Reciprocity as required by RTLA, if applicable Certificate of Inward Remittance/Bank Certificate, as required by RTLA, if applicable Clearance/Endorsement from other government agency/Department Submit two (2) sets of hard copies SEC Satellite Office, Robinsons Galleria, Ortigas Center, Quezon City *For office addresses of Extension Offices, please refer to this link: www.sec.gov.ph/contact-us/#gsc.tab=0 Amendments Amended Articles of Incorporation and/or Amended By-laws (Domestic and Foreign-owned Corporations) Cover Sheet for Amendment Amended Articles of Incorporation and/or Amended By-laws Resolution/Director's/ Trustees' Certificate Secretary's Certificate of No Intra-Corporate Dispute Certificate of Reciprocity as required by RTLA, if applicable Certificate of Inward Remittance/Bank Certificate, as required by RTLA, if applicable Undertaking to change corporate name, if applicable Name verification slip, if applicable Endorsement/Clearance from other Government agency/Department, if applicable Monitoring Clearance/Proof of Payment of Penalties Fee (1) PAF & Proof of Payment of Filing Fee for Amendment applications 1. For initial filing send an email To: [emailprotected] 2. Submit two (2) sets of hard copies To SEC Satellite Office, Robinsons Galleria, Ortigas Center, Quezon City *For email addresses and office addresses of Extension Offices, please refer to this link: www.sec.gov.ph/contact-us/#gsc.tab=0 Application for Foreign Investments Act (FIA) Application for Foreign Investments Act (FIA) Form Secretary's Certificate of No Intra-Corporate Dispute (1) List of Stockholders before and after increase Certificate of Reciprocity as required by RTLA, if applicable Certificate of Inward Remittance/Bank Certificate, as required by RTLA, if applicable Monitoring Clearance/Proof of Payment of Penalties Fee (1) Endorsement/Clearance from other Government agency/Department, if applicable PAF & Proof of Payment of Filing Fee for Amendment applications 1. For initial filing send an email To: [emailprotected] 2. Submit two (2) sets of hard copies To SEC Satellite Office, Robinsons Galleria, Ortigas Center, Quezon City *For email addresses and office addresses of Extension Offices, please refer to this link: www.sec.gov.ph/contact-us/#gsc.tab=0 Amendment of Partnership/Withdrawal/ Change of Partner Cover Sheet for Amendment Application for Amendment of Partnerships Deed of Assignment and/or Letter of Withdrawal of Partner, (applicable for Withdrawal/Change of Partners) Certificate of Reciprocity as required by RTLA, if applicable Certificate of Inward Remittance/Bank Certificate, as required by RTLA, if applicable Undertaking to change company name, if applicable Name verification slip, if applicable Endorsement/Clearance from other Government agency/Department, if applicable PAF & Proof of Payment of Filing Fee for Amendment applications 1. For initial filing send an email To: [emailprotected] 2. Submit two (2) sets of hard copies To SEC Satellite Office, Robinsons Galleria, Ortigas Center, Quezon City *For email addresses and office addresses of Extension Offices, please refer to this link: www.sec.gov.ph/contact-us/#gsc.tab=0 Dissolution of Corporations by shortening the period/corporate term a.) Where the proposed expiration of the corporate term is ONE YEAR or MORE THAN ONE YEAR from the approval of the application for amendment: Cover Sheet for Amendment Notarized Directors' Certificate Amended Articles of Incorporation Monitoring Clearance Notarized Secretary's Certificate of no pending case involving intra-corporate dispute b.) Where the proposed expiration of the corporate term is LESS THAN ONE YEAR from approval of the application for amendment: Cover Sheet for Amendment Notarized Directors' Certificate Amended Articles of Incorporation Audited Financial Statements (AFS) as of last fiscal year, except: a. Where the applicant has ceased operations for at least one (1) year, submit: i. AFS as of last fiscal year of operation; and ii. Affidavit of non-operation certified under oath by the President b. Where the applicant has no operation since incorporation, submit: i. Balance Sheet certified under oath by the Treasurer and President ii. Affidavit of non-operation certified under oath by the President and Treasurer iii. Certificate of non-registration by the BIR c. Where the applicant is a corporation (stock or nonstock) with total assets or liabilities of less than Six hundred Thousand Pesos (Php600,000.00), it shall submit its Balance Sheet as of the last preceding fiscal year certified under oath by the President and Treasurer Affidavit executed under oath by the President and Treasurer that: a. The dissolution is not prejudicial to the interest of the creditors; and b. There is no opposition from any creditor from the time of the last publication of the notice of dissolution up to the filing of the application for dissolution with the Commission BIR Tax Clearance/Certification Publisher's Affidavit of publication of the notice of meeting (once) Clearance/Favorable recommendation from other Departments of the Commission or from the appropriate regulatory agency, when necessary. PAF & Proof of Payment of Filing Fee for Amendment Applications 1. For initial filing send an email To: [emailprotected] 2. Submit two (2) sets of hard copies To SEC Satellite Office, Robinsons Galleria, Ortigas Center, Quezon City *For email addresses and office addresses of Extension Offices, please refer to this link: www.sec.gov.ph/contact-us/#gsc.tab=0 Dissolution of Partnership Cover Sheet for Amendment Application for Dissolution of Partnerships BIR Tax Clearance/Certification PAF & Proof of Payment of Filing Fee for Amendment applications 1. For initial filing send an email To: [emailprotected] 2. Submit two (2) sets of hard copies To SEC Satellite Office, Robinsons Galleria, Ortigas Center, Quezon City *For email addresses and office addresses of Extension Offices, please refer to this link: www.sec.gov.ph/contact-us/#gsc.tab=0 Conversion of One Person Corporation (OPC) to Ordinary Stock Corporation (OSC) Cover Sheet for Amendment Application for Conversion of OPC to OSC OPC Resolution Original or certified true copy of the document effecting the transfer/s of Titles Certificate Authorizing Registration (CAR)/Tax Clearance from BIR (Not applicable if there is Issuance of Shares) Secretary's Certificate of No Intra-Corporate Dispute Articles of Incorporation and By-laws of an OSC Undertaking to Assume All Liabilities of the OPC, if applicable Name Verification Slip Undertaking to change company name, if applicable Monitoring Clearance/Proof of Payment of Penalties Fee Certificate of Reciprocity as required by RTLA, if applicable Certificate of Inward Remittance/Bank Certificate, as required by RTLA, if applicable Endorsement/Clearance from other Department/Agencies, if applicable PAF & Proof of Payment of Filing Fee for Amendment applications 1. For initial filing send an email To: [emailprotected] 2. Submit two (2) sets of hard copies To SEC Satellite Office, Robinsons Galleria, Ortigas Center, Quezon City *For email addresses and office addresses of Extension Offices, please refer to this link: www.sec.gov.ph/contact-us/#gsc.tab=0 Conversion of Ordinary Stock Corporation (OSC) to One Person Corporation (OPC) Cover Sheet for Amendment Application for Conversion of Ordinary Stock Corporation (OSC) to One Person Corporation (OPC) Director's Certificate Original or certified true copy of the document effecting the transfer/s of Titles Certificate Authorizing Registration (CAR)/Tax Clearance from BIR Secretary's Certificate of No Intra-Corporate Dispute Articles of Incorporation of an OPC Letter of Appointment of Nominee and Alternate Nominee Self-appointed Treasurer's Bond, if applicable Treasurer's Bond, if applicable Undertaking to Assume All Liabilities of the OSC, if applicable Name Verification Slip Undertaking to Change Corporate Name, if applicable Monitoring Clearance/Proof of Payment of Penalties Fee Endorsement/Clearance from other Department/Agencies, if applicable PAF & Proof of Payment of Filing Fee for Amendment applications 1. For initial filing send an email To: [emailprotected] 2. Submit two (2) sets of hard copies To SEC Satellite Office, Robinsons Galleria, Ortigas Center, Quezon City *For email addresses and office addresses of Extension Offices, please refer to this link: www.sec.gov.ph/contact-us/#gsc.tab=0 Increase of Authorized Capital Stock of an OPC (Cash as Mode of Payment) Cover Sheet for Amendment Certificate of Increase of Capital Stock for One Person Corporation via Cash Amended Articles of Incorporation Treasurer's Affidavit Subscription Contract OPC Resolution Secretary's Certificate of No Intra-Corporate Dispute Secretary Certificate certifying the current/present Authorized Capital Stock, Subscribed and Paid-up capital of the OPC Monitoring Clearance/Proof of Payment of Penalties Fee Endorsement/Clearance from other Department/Agencies, if applicable PAF & Proof of Payment of Filing Fee for Amendment applications 1. For initial filing send an email To: [emailprotected] 2. Submit two (2) sets of hard copies To SEC Satellite Office, Robinsons Galleria, Ortigas Center, Quezon City *For email addresses and office addresses of Extension Offices, please refer to this link: www.sec.gov.ph/contact-us/#gsc.tab=0 Amendment/Conversion of License Cover Sheet Petition/Application for Amendment of License of Foreign and Multinational Corporations Apostilled/Authenticated Board Resolution Name verification slip, if applicable Authenticated copy of Amended Articles/By-laws of Incorporation/Association with an English translation, if in a foreign language other than English (applicable only for change of corporate name) Monitoring Clearance/Proof of Payment of Penalties Fee Endorsement/Clearance from other Government agency/Departments, if applicable PAF & Proof of Payment of Filing Fee for Amendment applications 1. For initial filing send an email To: [emailprotected] 2. Submit two (2) sets of hard copies To SEC Satellite Office, Robinsons Galleria, Ortigas Center, Quezon City Withdrawal of License Cover Sheet Application/Petition for Withdrawal of License of Foreign or Multinational Corporations Authenticated/Apostilled Board Resolution Audited Financial Statements List of Creditors, if any Original License Publisher's Affidavit BIR Tax Clearance Endorsement/Clearance from other Department/Agencies, if applicable Endorsement/Clearance from the Board of Investments (applicable only for RHQ and ROHQ) PAF & Proof of Payment of Filing Fee 1. For initial filing send an email To: [emailprotected] 2. Submit two (2) sets of hard copies To SEC Satellite Office, Robinsons Galleria, Ortigas Center, Quezon City Change/Appointment of New Resident Agent Cover Sheet Application/Petition for Appointment/Substitution of Resident Agent of Foreign or Multinational Corporations Authenticated/Apostilled Board Resolution Letter of Acceptance of the New Resident Agent, if applicable Monitoring Clearance/Proof of Payment of Penalties Fee PAF & Proof of Payment of Filing Fee 1. For initial filing send an email To: [emailprotected] 2. Submit two (2) sets of hard copies To SEC Satellite Office, Robinsons Galleria, Ortigas Center, Quezon City Compliance with Securities Deposit Submit two (2) sets of hard copies To SEC Satellite Office, Robinsons Galleria, Ortigas Center, Quezon City Petition to Lift Order of Revocation/Suspension Verified Petition Director's or Trustees Certificate; Latest due Audited Financial Statements with SEC and BIR received; Latest due General Information Sheet with SEC received; Copies of Certificate of Incorporation and latest Certificate of filing of Amended Articles or By-laws (if any) together with latest Articles of Incorporation and By-laws; Copy of registration of stock and transfer book or membership book; Secretary's Certificate of No Intra Corporate Controversy including third party whether administrative or criminal cases; Sworn Certification by the External Auditor; Proof of ongoing operation , any of the following but not limited to : a. Audited Financial Statements; b. Income Tax Returns; c. Mayor's or Business Permits; d. Contracts; e. Receipts showing payment of Real Estate Tax; f. Certification/ Recognitions/Annual Conventions; or Any similar/related documents. Latest Mayor's/Business Permit; BIR Certificate of Registration; Certification from Corp. Sec. certifying that its Latest Financial Statement and Income Tax Return was received by SEC and BIR respectively; and Compliance with SEC Memorandum Circular No. 28, series of 2020 1. For pre-processing, send an email with the soft copy of the requirements To: [emailprotected] 2. After review and payment of filing fee and penalties, submit one (1) set of original hard copy. To SEC Satellite Office, Robinsons Galleria, Ortigas Center, Quezon City OR Through courier addressed to Company Registration and Monitoring Department The SEC Headquarters 7907 Makati Avenue, Salcedo Village, Bel-Air, Makati City, 1209 *For email addresses and office addresses of Extension Offices, please refer to this link: www.sec.gov.ph/contact-us/#gsc.tab=0 Petition for Correction Verified Petition Certification Against Forum Shopping Secretary's Certificate Submit two (2) sets of original hard copies To SEC Satellite Office, Robinsons Galleria, Ortigas Center, Quezon City *For office addresses of Extension Offices, please refer to this link: www.sec.gov.ph/contact-us/#gsc.tab=0 Petition for Cancellation or Substitution of Payment in relation to the use of Properties Verified Petition Certification Against Forum Shopping Secretary's Certificate Submit one (1) set of original hard copy and one (1) photocopy To SEC Satellite Office, Robinsons Galleria, Ortigas Center, Quezon City Petition for Revival of Corporate Existence Verified Petition Certification Against Forum Shopping Submit one (1) set of original hard copy and one (1) photocopy To SEC Satellite Office, Robinsons Galleria, Ortigas Center, Quezon City Verified Requests for Voluntary Dissolution Verified Request Certification Against Forum Shopping Submit one (1) set of original hard copy and one (1) photocopy To SEC Satellite Office, Robinsons Galleria, Ortigas Center, Quezon City Registration of Securities Basic Requirements SEC Form 12-1 SEC Accredited External Auditor Issuer's website (Preliminary Prospectus must be uploaded in the company's website within 3 hours from actual filing of Registration Statement after payment of registration fee) Online and cashless payment (eSPAYSEC) using debit and credit cards, digital wallet and other cashless payment option https://espaysec.sec.gov.ph Duly signed/notarized SEC Form 12-1 and Prospectus Detailed information on Use of Proceeds and Disbursement Period Risk Factors Description of the Securities Plan of Distribution (Underwriting Commitment) if applicable Terms and Conditions of the Issue (if applicable) Dividend Policy/History Registrant and Subsidiaries (for holding company) Legal Proceedings Property and Directors/Officers/ Underwriter or Control Person of the registrant Management Discussion and Analysis and Financial Condition (2 FY and interim periods) Certain Relationship and Related Transaction General List of Exhibits Consolidated Audited Financial Statements Consolidated Audited Interim FS Auditor's Opinion (SEC Accredited under Group "A") Statement of Management Responsibility on the AFS Other documents that form part of the FS based on Revised SRC Rule 68 (2019) Schedules Credit Rating Report (CPs/Bonds only) Engagement letter from the Underwriter/s (if applicable) Certification from the Issuer that the contents of the RS/Prospectus and its exhibits are complete in form and substance re: Filing (in the absence thereof, Special Power of Attorney authorizing the person filing the RS on its behalf Draft Notice of Publication* (To be issued by MSRD) Affidavit of Publication Undertaking that the Affidavit of Publication shall be submitted to the Commission within ten (10) days of filing of the Registration Statement Authority to Verify Bank Accounts Draft Underwriting Agreement (if applicable) Notarized Curriculum Vitaes and Recent Photos of Directors/Officers of the Issuer Consularized/Notarized Documents (if applicable) Opinion re: Legality (notarized) Opinion re: Tax Matter (notarized) Duly verified Board Resolution approving the disclosures contained in the RS and assuming liability for the information contained therein Manual on Corporate Governance Audit Committee Charter Signed Subscription Agreement (if applicable) Material Contracts Transfer Certificate of Title (Certified True Copy), if any Certified True Copy of the latest Amendment to its Articles of Incorporation and By-laws Environmental Clearance Certificate (ECC) issued by DENR (if applicable) Certification from Other Government Agencies (if applicable) Listing application filed with the PSE/PDEX (if applicable) Undertaking to pay remaining registration fees not later than thirty (30) business days prior to the expiry of the three (3)-year period reckoned from the date of effectivity of the RS (Shelf Registration) Certification from Lead Underwriter re: Due Diligence and Conflict of Interest Certification by Internal Legal Counsel on material and non-material legal proceedings filed by and against the Issuer, its subsidiaries & affiliates External Legal Counsel's opinion stating that all applicable permits and licenses of the Company and its subsidiaries (if any) are valid and subsisting A certification from the parties involved in the preparation and submission of documents involving registration and listing of the securities with the Commission or the PSE were done with the full knowledge and consent of the parties, i.e. , Issuer, Counsel of the Issuer, Underwriters and Counsel of the Underwriters Certification that all mandated government permit/s licenses are secured and valid Other Documents, i.e. , BOC Clearance, Import Certificate, DAR License/Permit, etc. Certificate of Qualification of Independent Director (for each Independent Director) Listing Application 1. For initial filing, send an email with the soft copy of the requirements. To: [emailprotected] 2. After review and approval, submit two (2) sets of hard copies. To Markets and Securities Regulation Department, 17th Floor, The SEC Headquarters, 7907 Makati Avenue, Bel-Air, Makati City SEC Form 12-1 SRS and Exhibits 1. For initial filing, send an email. To: [emailprotected] 2. After review and approval, submit two (2) sets of hard copies. Markets and Securities Regulation Department SEC Form 12-1, REIT Plan, Reinvestment Plan, and Exhibits 1. For initial filing, send an email. To: [emailprotected] 2. After review and approval, submit two (2) sets of hard copies. Markets and Securities Regulation Department SEC Form 10.1 1. For initial filing, send an email. To: [emailprotected] 2. After review and payment, submit two (2) sets of hard copies. Markets and Securities Regulation Department SEC Form 10.2 1. For initial filing, send an email. To: [emailprotected] 2. After review and payment, submit two (2) sets of hard copies. Markets and Securities Regulation Department SEC Form 19-1 1. Send an email To: [emailprotected] 2. And submit two (2) sets of hard copies Markets and Securities Regulation Department SEC Form 20-IS (Definitive) 1. Send an email To: [emailprotected] 2. And submit two (2) sets of hard copies Markets and Securities Regulation Department Request for Confidential Treatment 1. Send an email To: [emailprotected] 2. And submit one (1) set hard copy Markets and Securities Regulation Department Request for Exemptive Relief 1. Send an email To: [emailprotected] 2. And submit two (2) sets of hard copy Markets and Securities Regulation Department Application for Registration as a REIT Fund Manager and Amendments SEC Form REIT-FM IA/Amendments 1. Send an email To: [emailprotected] 2. And submit two (2) sets of hard copies Markets and Securities Regulation Department Application for Registration as Compliance Officer of REIT Fund Manager and Amendments SEC Form REIT-FM CO IA/Amendments 1. Send an email To: [emailprotected] 2. And submit two (2) sets of hard copies Markets and Securities Regulation Department Pre-evaluation notice and notarized letter endorsing the application (Renewal period every 5 years) Submit One (1) Original hard copy Office of the General Accountant, 14th Floor, The SEC Headquarters, 7907 Makati Avenue, Bel-Air, Makati City Board or partners' resolution approving the filing of the application and the designation of authorized signatory on behalf of the company/firm (Renewal period every 5 years) Submit One (1) Original hard copy Office of the General Accountant Profile showing the history, scope of services, list of employees and their corresponding profession, and the bio-data of executive/certifying officers or partners, and certifying property appraisers or valuation specialist (Renewal period every 5 years) Submit One (1) Original hard copy Office of the General Accountant Document showing compliance with the prescribed qualifications for the applicant appraisers or valuation specialists, i.e. , professional license, notarized certification of compliance with the required CPD units by the PRC, working experience record (Renewal period every 5 years) Submit One (1) Original hard copy Office of the General Accountant Certificate of good standing issued by Professionals Regulation Commission (PRC) recognized to Accredited of Professional Organization (APO) (Renewal period every 5 years) Submit One (1) Original hard copy Office of the General Accountant List of clients showing current and previous clients (Renewal period every 5 years) Submit One (1) Original hard copy Office of the General Accountant Certifications from at least two (2) banks or two (2) public companies or secondary licensees or two (2) large corporations that they have been engaged the services of the appraisal company/PSO (Renewal period every 5 years) Submit One (1) Original hard copy Office of the General Accountant Notarized certification of the applicant signed by its President or Managing Partner that it meets all the qualification requirements under Par. II (3) of the Guidelines on Asset Valuations; that it has not been declared liable by the Commission or by any competent court for violation of the Corporation Code or the Securities Regulation Code or any relevant laws and regulation, and that the applicant and/or any of its directors/executive officers or partners, or property appraisers or valuers have no adverse judgement against them on any administrative, civil or criminal case involving its appraisal business. The adverse judgement must be final and executory (Renewal period every 5 years) Submit One (1) Original hard copy Office of the General Accountant List of any pending administrative, civil or criminal case filed against the company or any of its officers and employees (Renewal period every 5 years) Submit One (1) Original hard copy Office of the General Accountant Copy of professional liability insurance policy and sworn undertaking to provide professional liability insurance as required by its clients (Renewal period every 5 years) Submit One (1) Original hard copy Office of the General Accountant Copy of two (2) Appraisal or Valuation Report issued (Renewal period every 5 years) Submit One (1) Original hard copy Office of the General Accountant Copy of the company's framework of internal control procedures (Renewal period every 5 years) Submit One (1) Original hard copy Office of the General Accountant Notarized certification that the company adopts and complies with the current edition of International Valuation Standards (Renewal period every 5 years) Submit One (1) Original hard copy Office of the General Accountant Signed certification confirming that all communications regarding the application for accreditation may be sent or transmitted by the OGA through electronic mail (e-mail) address and shall be considered as official transmittal by said Office pursuant to e-Commerce Act of 2000 (Renewal period every 5 years) Submit One (1) Original hard copy Office of the General Accountant Petition for Calling of Meeting 1. Send an advance copy via email To: [emailprotected] 2. After issuance of the Payment Assessment Form (PAF) submit one (1) original hard copy and one (1) duplicate copy, and such number of copies of the pleadings and attachments as there are respondents in the case Office of the General Counsel, 14th Floor, The SEC Headquarters, 7907 Makati Avenue, Bel-Air, Makati City Petition for Voluntary Dissolution 1. Send an advance copy via email To: [emailprotected] 2. After issuance of the Payment Assessment Form (PAF) submit One (1) original copy and one (1) duplicate copy, and such number of copies of the pleadings and attachments as there are respondents in the case Office of the General Counsel, 14th Floor, The SEC Headquarters, 7907 Makati Avenue, Bel-Air, Makati City Appeal to the Commission En Banc 1. Send an advance copy via email To: [emailprotected] 2. After issuance of Payment Assessment Form (PAF) submit one (1) original copy and one (1) duplicate copy Office of the General Counsel, 14th Floor, The SEC Headquarters, 7907 Makati Avenue, Bel-Air, Makati City The number of hard copies of the documents required to be submitted above shall be reduced to one (1) original hard copy after one (1) year of implementation of this Memorandum Circular. HTcADC Section 3. Retention Period of Hard Copies. The retention period of the hard copies of the documents shall be in accordance with the SEC records retention program. The hard copies of documents submitted shall be scanned and disposed of after the lapse of the retention period in accordance with the SEC Records Disposition Schedule, the rules and regulations issued by the National Archives of the Philippines, and the Data Privacy Act of 2012, without prejudice to the requirements of the digital technology roadmap of the Commission to have fully digital records. Section 4. Change of Address Where to File. In case there is a change of email address or office address where the reports are to be submitted, or a change in the mode of submission for a particular document, the Department or Office concerned may issue the necessary notice to reflect such change. Section 5. Amendment of Existing Rules. All other circulars, memoranda, notices and implementing rules and regulations that may be inconsistent with the foregoing provisions shall be deemed modified or amended accordingly. Section 6. Effectivity. This Memorandum Circular shall take effect immediately after its publication in two newspapers of general circulation. Done this ______ day of July 2023, Makati City, Philippines. For the Commission: EMILIO B. AQUINO Chairperson