New Reportorial Requirements Under the RSA Full Disclosure Rules
SEC Rules and Regulations • Securities and Exchange Commission • Rules and Regulations
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NEW REPORTORIAL REQUIREMENTS UNDER THE RSA FULL DISCLOSURE RULES With the effectivity of the RSA Full Disclosure Rules on October 7, 1996, hereunder are the reports which are required to be filled with the Securities and Exchange Commission by the following corporations: a) Issuers which have sold a class of their securities pursuant to a registration under Section 4 of RSA; provided, however, the obligation of such issuers to file reports shall be suspended for any fiscal year beginning after such registration became effective if the issuer, as of the first day of any such fiscal year, has less than 100 holders of such class of securities and it notifies the Commission of such; b) Issuers with a class of securities listed for trading on an exchange; and c) Issuers with assets of at least P50,000,000.00 and 200 or more holder each holding at least 100 shares of a class of its equity securities as of the first day of any fiscal year; provided, however, that the obligation of such issuers to file reports shall be terminated ninety (90) days after notification to the Commission by the issuer that the number of its holders holding at least 100 shares is issued to less than 100. 1. Annual Report (SEC Form 11-A) within 105 calendar days after the end of fiscal year; 2. Quarterly Report (SEC Form 11-Q) within 45 calendar days after the end of each quarter for the first three quarters of each fiscal year; 3. Current Reports or Material Facts/Event Report (SEC Form 11-C) For Items 1, 2, 8 & 10 within 15 calendar days after occurrence of the event being reported; For Items 3, 4, 5 and 7 within 5 business days; For Items 6 & 9 1) Promptly to the public through the news media 2) If the issuer is listed on the PSE, to the PSE within 10 minutes after occurrence of the event and prior to its release to the public through the news media. 3) To the SEC within 5 business days after occurrence of the event being reported. 4. Preliminary copy of the proxy statement and form of proxy (SEC Form 34-A) at least 10 business days prior to the date definitive copy of such material are first sent or given to security holders. The form of proxy, together with the proxy statement, shall be sent or given to security holders at least 15 business days prior to the meeting date; 5. Preliminary copies of the information statement (SEC Form 34-C) at least 10 business days prior to the date definitive copies of such material are first sent or given to security holders. The information statement shall be sent or given to security holders at least 15 business days prior to the meeting date. 6. Initial Statement of Beneficial Ownership of Securities (SEC Form 36-A), Directors or Officers and beneficial owners of more than 10% within 10 calendar days after the effective date of the RS; or within 10 days after he becomes such beneficial owner, director or officer subsequent to the effective date of the RS. 7. Statement of Changes in Beneficial Ownership of Securities (SEC Form 36-B) within 10 days after the close of each calendar month, if there has been any change in such ownership during the month; 8. Notification of Inability to timely file all or part of SEC Forms 11-A or 11-Q (SEC Form 11-L) not later than the due date for such reports. For liabilities or sanctions which may result from non-compliance with the abovementioned requirements refer to Sections 12, 13 16(2) and 56 of the Revised Securities Act and RSA Rule 11 (a)-2(f). cdlex For your guidance and compliance. (SGD.) LINDA A. DAOANG Acting Director Money Market Operations Department
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