Mr. Damian L. Tablo

March 15, 1994 Mr. Damian L. Tablo San Francisco, Southern Leyte S i r : This refers to your letter of February 2, 1994 requesting for a certificate of exemption from SEC registration of San Lorenzo Forest Developers Multipurpose Cooperative San Francisco, Southern Leyte a corporation and/or of its securities. llcd Please be advised that the Commission has no more jurisdiction over "cooperatives". Under Presidential Decree No. 175, as amended, the registration and regulation of cooperatives were transferred to the Bureau of Cooperatives Development (now the Cooperative Development Authority pursuant to Republic Act 6938, otherwise known as the Cooperative Code of the Philippines). It is explicit under R.A. No. 6938 that a "cooperative" acquires a juridical personality upon registration with the Cooperative Development Authority. Said Law provides: "ARTICLES 16. Registration . A cooperative formed or organized under this Code acquires juridical personality from the date the Cooperative Development Authority issues a certificate of registration under its official seal. . . . (Emphasis supplied)" Accordingly, cooperatives which are registered with the Cooperative Development Authority pursuant to the above-mentioned Law need not be registered again with the SEC in order to acquire a juridical personality. Further, under Article 62 (8) of the same Law, quoted hereunder " securities " issued by cooperatives are exempt from the registration requirement under the Revised Securities Act. "(8) Any security issued by a cooperative shall be exempt from the provisions of the Securities Act provided such security shall not be speculative." (Emphasis supplied) Likewise, Sec. 5 (a) (4) of the Revised Securities Act states: "SECTION 5. Exempt Securities . (a) Except as expressly provided, the requirement of registration under subsection (a) of Section four of this Act shall not apply to any of the following classes of securities: xxx xxx xxx (4) . . . ; or any security issued by rural credit associations or by cooperative marketing associations which are subject to regulation and supervision by the proper government agency. xxx xxx xxx." Consequently, no request for exemption is required for the issuance by the above-mentioned cooperative of its securities. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman