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Atty. Virgilio M. Gilera

SEC Opinion • Securities and Exchange Commission • Opinions • Nov 14, 1985

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November 14, 1985 Atty. Virgilio M. Gilera Francisco Santiago Law Office Makati, Metro Manila Sir : This relates to your letter, dated September 1, 1985, inquiring as to whether or not there is a law, rule or regulation requiring corporations or corporate officers to submit to this Commission a report on payment of subscription. Anent thereto, please be informed that pursuant to our "Amended Rules Prescribing the Penalties for Non-Filing or Late-Filing of Annual Financial Statements", corporations whose securities are not registered under the Revised Securities Act are required to submit their annual financial statements within one hundred and twenty (120) days from the end of their fiscal year. On the other hand, corporations whose securities are registered under the Revised Securities Act, are required to submit their annual financial statements within 105 days from the end of their fiscal year. In this connection, our "Rules and Regulations on Form and Content of Financial Statements" require the disclosure of the following information: "Stockholders' Equity 31. Capital Stock. a. . . . b. show the amount, if any of capital stock subscribed but unissued, and show the deduction of subscriptions receivable therefrom. Disclose subscription receivables if there is a definite call and the subscriptions are currently collectible. LibLex xxx xxx xxx 32. Other stockholders' equity. a. State in separate captions: 1. Additional paid-in capital; 2. Other additional capital; 3. Revaluation increment in property; 4. Retained earnings, showing separately appropriated and unappropriated." Likewise, under our "Amended Rules Requiring the Filing of Information Sheet by Domestic Corporations", a general information sheet, together with a copy of the minutes of the annual meeting electing the directors or officers, duly certified to and sworn by the Secretary of the corporation, shall be filed with this Commission within thirty (30) days following the date of the annual stockholders' meeting. The general information sheet, shall state, among others, the capital structure of the corporation. Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner

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