Proposed Requirement for Corporations, Partnerships, Associations and Individuals to Create and/or Designate E-mail Account Address and Cellphone Number for Transactions with the Commission

June 23, 2020 SEC NOTICE TO : All Interested Parties SUBJECT : Proposed Requirement for Corporations, Partnerships, Associations and Individuals to Create and/or Designate E-mail Account Address and Cellphone Number for Transactions with the Commission Pursuant to Section 5 (g) of Republic Act No. 8799, also known as the Securities Regulation Code (SRC), and Section 179 (o) of Republic Act No. 11232, otherwise known as the Revised Corporation Code of the Philippines, the Commission intends to issue SEC Memorandum Circular providing the Requirement for Corporations, Partnerships, Associations and Individuals to Create and/or Designate E-Mail Account Address and Cellphone Number for Transactions with the Commission. CAIHTE In view of the foregoing, all interested parties are invited to submit their comments, positions and inputs on the proposed SEC Memorandum Circular embodying Requirement for Corporations, Partnerships, Associations and Individuals to Create and/or Designate E-Mail Account Address and Cellphone Number for Transactions with the Commission. All interested parties may submit their comments, positions and inputs to the Company Registration and Monitoring Department (CRMD), c/o Atty. Fermo B. Avila II, through email address ([emailprotected]) not later than 03 July 2020 . Issued on June 23, 2020. ATTACHMENT DRAFT SEC MEMORANDUM CIRCULAR NO. _____ Series of 2020 TO : ALL CONCERNED SUBJECT : Requirement for Corporations, Partnerships, Associations, and Individuals to Create and/or Designate E-mail Account Address and Cellphone Number for Transactions with the Commission 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; 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; and WHEREAS, Section 179 (p) of the RCC 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. aScITE NOW THEREFORE , in order to facilitate and expedite the transmission and receipt of official communications as well as enhance the integrity thereof, the Commission hereby promulgates the following requirements and guidelines for the creation and/or designation of an official e-mail account and cellphone number for transactions with the Commission: General Provisions 1. Every corporation, association, partnership, and person under the jurisdiction and supervision of the Commission shall submit a valid official electronic mail ("e-mail") address and a valid official cellular phone number within sixty (60) days from the effectivity of these rules. For future applications and those applications which are still pending primary registration with the Company Registration and Monitoring Department (CRMD), such information may be indicated during the filling up of the registration forms, or may be submitted within thirty (30) days from the issuance of the certificate of registration, license or authority. 2. In addition to the valid official e-mail address and official cellular phone number, every corporation, association, partnership, and person under the jurisdiction and supervision of the Commission shall also submit a valid alternate e-mail address and alternate cellular phone number. For domestic corporations, the alternate e-mail address and alternate cellular phone number shall be under the control of the Corporate Secretary or a duly authorized representative. For foreign corporations, the official e-mail address, the alternate e-mail address, the official cellular phone number and the alternate cellular phone number shall be under the control of the resident agent or a duly authorized representative. 3. The Submission of E-mail Addresses and Cellular Phone Numbers shall include the following: a. Complete name of the corporation, association, partnership, or person; b. The SEC registration number or identification number; c. Official electronic mail address; d. Official cellular phone number; e. Alternate electronic mail address; f. Alternate cellular phone number; g. For partnerships, the complete name, signature of the managing-partner; h. For corporations and associations, the complete name, signature of the majority of the board of directors/trustees, or the person charged with the administration and management of its affairs; and i. For natural persons, his signature. 4. The e-mail addresses and cellular phone numbers shall be included in the General Information Sheet (GIS) or Notification Update Form regularly filed with the Commission. (Modified 1st page of GIS for Stock, Non-Stock and Foreign Corporations are attached hereto as Annexes "A" to "C "and "C-1".) 5. Both the official and alternate e-mail addresses shall be where transactions, applications, letters, requests, papers and pleadings, under the jurisdiction of, or for consideration by the Commission may be processed, submitted and/or filed on-line. The Commission may likewise send notices, letter-replies, orders, decisions and/or other documents through said e-mail addresses. 6. The submission of the e-mail addresses and cellular phone numbers shall be accompanied by a duly signed and notarized Authorization, which shall state that the corporation, partnership, association, or person allows the Commission to send notices, letter-replies, orders, decisions, and/or other documents through the e-mail addresses and cellular phone numbers provided, for the purpose of complying with the notice requirement of administrative due process. If the principal or entity is a partnership, the Authorization shall be signed by the managing-partner. If the principal or entity is a corporation, it shall be signed by a majority of the board of directors/trustees, or the person charged with the administration and management of its affairs. (Samples of the Submission of E-mail Addresses and Cellular Phone Numbers are attached hereto as Annexes "D" to "F".) DETACa 7. The provision for designating an official cellphone number to be provided by all entities registered with the SEC is an additional security measure to ensure that the person accessing the e-mails sent by the SEC is the authorized person of the corporation or partnership to receive and retrieve the same. For every transmittal, Multi-Factor Authentication (MFA) utilizing such mechanisms as a One-Time Personal Identification Number (OTP) scheme or Two-Step Verification by a Software-Based Authenticator will be performed by sent by SEC to said cell phone number which the authorized person will have to input before the e-mail message can be retrieved. 8. If a corporation, partnership, association, or person is unable to create an e-mail account due to the fact that the area where the principal office address is located has no internet access, only the official and alternate cellular phone numbers shall be required to be submitted to the Commission; Provided, that such person, the corporate secretary, the managing partner, the person charged with the administration and management of its affairs, or the authorized representative shall execute and file a certification that the corporation, partnership, association, or person is unable to create an e-mail account due to the fact that the area where the principal office address is located has no internet access; Provided, further, that, within thirty (30) days from the time the area where the principal office is located gains access to the internet, the corporation, partnership, association, or person shall submit to the Commission the official e-mail address and alternate e-mail address. 9. Should a corporation, partnership, association, or person decide to replace the official e-mail address, alternate e-mail address, official cellular phone number, and/or alternate cellular phone number, a Notice to Change E-mail Address and/or Cellular Phone Number shall be filed with the Commission, within five (5) days from the date the corporation, partnership, association, or person decided to change the e-mail address and/or cellular phone number. The Notice shall also be accompanied by a notarized Authorization, as described in Paragraph No. 5 of these rules, allowing the Commission to send notices, letter-replies, orders, decisions, and/or other documents through the new e-mail address and/or cellular phone number, for the purpose of complying with the notice requirement of administrative due process. (A sample Notice to Change E-mail Address and/or Cellular Phone Number is attached hereto as Annex "G".) 10. In case of double filing of e-mail addresses and cellular phone numbers, the Commission may summon the parties involved to determine the cause for the double filing, and to determine whether an intra-corporate dispute exists. If the Commission finds that an intra-corporate dispute exists, the Submissions of E-mail Addresses and Cellular Phone Numbers, and/or the Notices to Change E-mail Address and/or Cellular Phone Number as well as the General Information Sheets in case of double/multiple filing shall be marked "DISPUTED." The said Submissions and/or Notices may be unmarked by an order from the appropriate Court. HEITAD 11. Beginning February 23, 2021, a corporation, partnership, association, or person who fails to submit the e-mail addresses and cellular phone numbers within the period provided under these rules shall be administratively penalized with a basic penalty on the corporation, partnership, association, or person in the amount of Ten Thousand Pesos (P10,000.00), and an additional penalty of One Thousand Pesos (P1,000.00) may be imposed for each day of non-submission, but in no case to exceed Two Million Pesos (P2,000,000.00). 12. Any information obtained by the Commission under these rules shall be treated as confidential and proprietary in nature, and shall not be made available to the public, subject to the exceptions provided under the Data Privacy Act of 2012, its implementing Rules and Regulations, and applicable issuances of the National Privacy Commission. 13. The SEC Rules of Procedure, and other relevant rules and regulations promulgated by the Commission shall be complied with as far as practicable. This Memorandum Circular shall take effect immediately after its publication. ____ June 2020, Pasay City. EMILIO B. AQUINO Chairperson ANNEX A General Information Sheet (GIS) Stock Corporation ANNEX B General Information Sheet (GIS) Non-Stock Corporation ANNEX C General Information Sheet (GIS) Foreign Corporation ANNEX C-1 General Information Sheet (GIS) Regional Operating Headquarters and Regional Headquarters of Multinational Companies ANNEX D Submission of E-mail Addresses and Cellular Phone Numbers (for Corporations) Corporate name : ___________________________________________________ SEC registration number: ____________________________________________ Official electronic mail address: _______________________________________ Official cellular phone number: ________________________________________ Alternate electronic mail address: ______________________________________ Alternate cellular phone number: _______________________________________ AUTHORIZATION We, _________________________ [Names of the Directors/Trustees], the duly elected Directors/Trustees of, representing at least a majority of the Board of Directors/Trustees of, and acting collectively for _________________________________ [name of the corporation], (hereinafter "the Corporation"), a corporation duly organized and existing under the laws of the Philippines, with office address at __________________________ [principal office address], and SEC Registration Number ________________________ [SEC Registration Number], hereby authorize the Securities and Exchange Commission of the Philippines to send notices, letter-replies, orders, decisions, and/or other documents emanating from the Commission through the Corporation's electronic ("e-mail") addresses _____________________________ [e-mail addresses of the Corporation], and cellular phone numbers __________________ [cellular phone numbers of the Corporation] for the purpose of complying with the notice requirement of administrative due process. aDSIHc IN WITNESS WHEREOF , we have hereunto affixed our signatures this __________ day of _______________ at _______________. _________________________ [ Signature over printed name] Director/Trustee _________________________ [Signature over printed name] Director/Trustee _________________________ [Signature over printed name] Director/Trustee SIGNED IN THE PRESENCE OF: __________________________ _____________________ ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES ) _______________________________ ) S.S. BEFORE ME , a Notary Public for and in the City of _________________, this _________ day of ___________ personally appeared __________________ who presented to me their respective passports ________________ issued on _________________ at ____________________ and who were identified by me through their competent evidence of identity to be the same persons described in the foregoing instruments, who acknowledged before me that their signatures on the instrument were voluntarily affixed by them for the purposes stated therein, and who declared to me that they have executed the instrument as their free and voluntary act and deed. This instrument refers to the SUBMISSION AND AUTHORIZATION consisting of (_) pages, including this page, and signed by the persons executing this instrument and sealed with the notarial seal. WITNESS MY HAND AND SEAL on the date and place first above written. Doc. No. _____; Page No. _____; Book No. _____; Series of _____. ANNEX E Submission of E-mail Addresses and Cellular Phone Numbers (for Partnerships) Partnership name: _____________________________________________ SEC registration number: ________________________________________ Official electronic mail address: _________________________________________ Official cellular phone number: _________________________________________ Alternate electronic mail address: _______________________________________ Alternate cellular phone number: ________________________________________ AUTHORIZATION I, ___________________________ [Name of the Managing-Partner], the Managing-Partner of ______________________ [name of the partnership], (hereinafter the "Partnership"), a partnership duly organized and existing under the laws of the Philippines, with office address at _________________________________ [principal office address], and SEC Registration Number _________________ [SEC Registration Number], hereby authorize the Securities and Exchange Commission of the Philippines to send notices, letter-replies, orders, decisions, and/or other documents emanating from the Commission through the Partnership's electronic ("e-mail") addresses __________________________ [e-mail addresses of the Partnership], and cellular phone numbers ____________________ [cellular phone numbers of the Partnership] for the purpose of complying with the notice requirement of administrative due process. ATICcS IN WITNESS WHEREOF , I have hereunto affixed my signature this ___________ day of __________________ at __________________. ___________________________ [Signature over printed name] Managing-Partner SIGNED IN THE PRESENCE OF: ____________________________ ____________________________ ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES ) ________________________________ ) S.S. BEFORE ME , a Notary Public for and in the City of __________________, this _________ day of ____________ personally appeared __________________________ who presented to me his passport _______________ issued on _______ at _______________ and who was identified by me through his/her competent evidence of identity to be the same person described in the foregoing instrument, who acknowledged before me that his/her signature on the instrument was voluntarily affixed by him/her for the purposes stated therein, and who declared to me that he/she has executed the instrument as his/her free and voluntary act and deed. This instrument refers to the SUBMISSION AND AUTHORIZATION consisting of (_) pages, including this page, and signed by the persons executing this instrument and sealed with the notarial seal. WITNESS MY HAND AND SEAL on the date and place first above written. Doc. No. _____; Page No. _____; Book No. _____; Series of ______. ANNEX F Submission of E-mail Addresses and Cellular Phone Numbers (for Individuals) Complete name: _________________________________________ SEC registration number: _______________________________________ Official electronic mail address: ______________________________ Official cellular phone number: _______________________________ Alternate electronic mail address: ______________________________ Alternate cellular phone number: ______________________________ AUTHORIZATION I, ___________________________ [Name], hereby authorize the Securities and Exchange Commission of the Philippines to send notices, letter-replies, orders, decisions, and/or other documents emanating from the Commission through my electronic ("e-mail") addresses ___________________ [e-mail addresses of the individual], and cellular phone numbers __________________ [cellular phone number of the Individual] for the purpose of complying with the notice requirement of administrative due process. ETHIDa IN WITNESS WHEREOF , I have hereunto affixed my signature this _______________ day of ____________ at ___________________. ___________________________ [Signature over printed name] [Title/Position/Profession] SIGNED IN THE PRESENCE OF: ___________________________ ___________________________ ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES ) _______________________________ ) S.S. BEFORE ME , a Notary Public for and in the City of ______________, this ______ day of _____________ personally appeared ___________________________ who presented to me his passport ___________ issued on _____________ at _____________ and who was identified by me through his/her competent evidence of identity to be the same person described in the foregoing instrument, who acknowledged before me that his/her signature on the instrument was voluntarily affixed by him/her for the purposes stated therein, and who declared to me that he/she has executed the instrument as his/her free and voluntary act and deed. This instrument refers to the SUBMISSION AND AUTHORIZATION consisting of (_) pages, including this page, and signed by the persons executing this instrument and sealed with the notarial seal. WITNESS MY HAND AND SEAL on the date and place first above written. Doc. No. _______; Page No. _______; Book No. _______; Series of _______. ANNEX G Notice to Change E-mail Address and/or Cellular Phone Number (for Corporations) Corporate name: _____________________________________________ SEC registration number: _______________________________________ Electronic mail address to be replaced: _______________________________ New Electronic mail address: _______________________________________ Designation of New E-mail Address (check the appropriate box): [ ] Official [ ] Alternate Cellular Phone Number to be replaced: ______________________________ New Cellular Phone Number: ______________________________________ Designation of New Cellular Phone Number (check the appropriate box): [ ] Official [ ] Alternate AUTHORIZATION We, ________________ [Names of the Directors/Trustees], the duly elected Directors/Trustees of, representing at least a majority of the Board of Directors/Trustees of, and acting collectively for ______________________ [name of the corporation], (hereinafter "the Corporation"), a corporation duly organized and existing under the laws of the Philippines, with office address at __________________________ [principal office address], and SEC Registration Number ______________________ [SEC Registration Number], hereby authorize the Securities and Exchange Commission of the Philippines to send notices, letter-replies, orders, decisions, and/or other documents emanating from the Commission through the Corporation's new electronic ("e-mail") address __________________________ [new e-mail address of the Corporation], and/or cellular phone number ______________________ [new cellular phone number of the Corporation] for the purpose of complying with the notice requirement of administrative due process. IN WITNESS WHEREOF , we have hereunto affixed our signatures this _______________ day of ___________ at ____________. _________________________ [Signature over printed name] Director/Trustee _________________________ [Signature over printed name] Director/Trustee _________________________ [Signature over printed name] Director/Trustee SIGNED IN THE PRESENCE OF: _________________________ _________________________ ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES ) _______________________________ ) S.S. BEFORE ME , a Notary Public for and in the City of _____________, this _________ day of ________ personally appeared _____________________ who presented to me their respective passports _____________ issued on ________________ at _______________ and who were identified by me through their competent evidence of identity to be the same persons described in the foregoing instruments, who acknowledged before me that their signatures on the instrument were voluntarily affixed by them for the purposes stated therein, and who declared to me that they have executed the instrument as their free and voluntary act and deed. TIADCc This instrument refers to the NOTICE AND AUTHORIZATION consisting of (_) pages, including this page, and signed by the persons executing this instrument and sealed with the notarial seal. WITNESS MY HAND AND SEAL on the date and place first above written. Doc. No. ______; Page No. ______; Book No. ______; Series of ______.