Ms. Melicia A. Azutillo
SEC Opinion • Securities and Exchange Commission • Opinions • Jun 26, 1989
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June 26, 1989 Ms. Melicia A. Azutillo Prieto Street Naga City Madam: This has reference to your letter dated May 8, 1989, requesting information on the queries as quoted hereunder: "1. Who are those who usually have to (be) registered in the SEC? 2. What benefits would be derived from registering the individual store to the SEC if it is a corporation? 3. How much is the registration fee?" Relative to your first query, please be informed that corporations, partnerships and associations are the entities which are registered with this Commission. Anent your second query, listed hereunder are the benefits of registering a corporation: "1. the corporation shall enjoy perpetual succession under a special name and in an artificial form; 2. it shall have the capacity to take and grant property, contract obligations, sue and be sued by its corporate name as an individual; 3. it shall have the capacity to receive and enjoy common grants of privileges and immunities." (1 Fletcher 12 cited in Agbayani, Commentaries and Jurisprudence in the Commercial Laws of the Philippines, p. 2) 4. Likewise the subscribers shall have no personal liability beyond the value of their shares. As regards your third query, the fee for the registration of an articles of incorporation and by-laws of a non-stock corporation is P200.00 broken down as follows: For the articles of incorporation a) Filing fee P100.00 b) Legal Research fee 10.00 Total P110.00 For the by-laws: llcd a) Filing fee P100.00 b) Legal research fee 10.00 Total P110.00 Grand Total P220.00 If it is stock corporation the filing fee therefor is one-tenth of one percent of the authorized capital stock. For instance, if the authorized capital stock is one million (P1,000,000.00) Pesos, the filing fee therefor is broken down as follows: For the articles of incorporation: a) Filing fee P1,000.00 b) Legal research fee 10.00 Total P1,010.00 For the by-laws: a) Filing fee P100.00 b) Legal research fee 10.00 P110.00 Grand Total P1,120.00 Please be guided accordingly. llcd Very truly yours, (SGD.) RODOLFO L. SAMARISTA Associate Commissioner
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