Amnesty on Penalties for Non-Submission/Late Submission of Reportorial Requirements

September 18, 1997 SEC-SMD * MEMORANDUM CIRCULAR NO. 01-97 SUBJECT : Amnesty on Penalties for Non-Submission/Late Submission of Reportorial Requirements This Commission, by this Circular, hereby declares an Amnesty on penalties imposed on corporations which have defaulted in complying with SEC reportorial requirements in line with the Commission's objective to update its registry of corporations in order to supervise more closely the activities of all corporations and effectively implement the government program of economic recovery by, among others means, encouraging more investors and promoting the welfare of corporations. Corporations shall be allowed to pay penalties under the prescribed conditions herein provided. SECTION 1. Scope and Amount of Penalties . The extent of this Circular is limited to the following, namely: the General Information Sheet (GSI) or the affidavit of non-holding of annual meeting, the Financial Statements (FS) or an affidavit of non-operation, the Stock and Transfer Book (STB) for stock corporations and the Membership Book (MB) for non-stock corporations. Furthermore this circular shall apply only to violations of the rules on submission of required reports which were committed prior to January 1996. All corporations, stock or non-stock, may opt to avail of this Circular provided that corporations under order of suspension or revocation of franchise shall file their motion for reconsideration or petition for the lifting of said order on or before the period within which to avail of this Circular as provided in Section 3 hereof. LexLib The compromise penalties shall be as follows: I. Non-Filing/Late Filing of: Penalty for every year Maximum of default a. General Information Sheet P50.00 P500.00 for b. Financial Statements P50.00 stock corporations with retained earnings P250.00 for non- stock corporations and for stock corporations with deficit. c. Affidavit of Non-Operation P25.00 P250.00 by Corporations which have temporarily ceased business operations d. Affidavit of Non-Holding P25.00 P250.00 of Meeting by corporations which failed to submit General Information Sheet because of failure to hold the scheduled meeting specified in the by-laws II. Late registration of: Stock and Transfer Book/Corporate Books P50.00 SECTION 2. Documents to be Submitted . The following documents shall be submitted to the Supervision and Monitoring Department, 7th Floor, SEC Bldg., EDSA, City of Mandaluyong: 1. Sworn Statement by the president or any responsible officer specifying therein the reportorial requirements not filed/submitted late and the years covered; (sample form copy attached hereto) 2. Affidavit of Non-operation for corporations which have temporarily ceased operations prior to and up to the effectivity date of this Circular. 3. Register prescribed Stock and Transfer Book/Membership Book (if not yet registered) and pay registration fee of P100.00 and P50.00, respectively. SECTION 3. Period of Submission of Documents and Payments of Compromise Penalties . The amnesty penalties shall be paid in cash or in manager's/cashier's check or Philippine postal money order payable to the Securities and Exchange Commission, SEC Bldg., EDSA, City of Mandaluyong within the period hereunder specified: Corporation's Place Submission Period (area of business) (Dates 1997) Group I Manila, Quezon City, October 01 to Caloocan, Pasay October 31, 1997 Group II Makati, Malabon, Mandaluyong, Navotas November 02 to Paraaque, San Juan November 30, 1997 Group III Las Pias, Marikina, Muntinlupa, Pasig, December 01 to Pateros, Taguig, Valenzuela December 29, 1997 Provided that corporations which will avail of the amnesty after the period assigned to them but not later than December 29, 1997, shall pay in addition to the compromise penalty, 10% surcharge of the total penalty due for such stock and non-stock corporations. Corporations whose principal offices are located within the area of the SEC respective Extension Offices or nearest thereto may avail of this amnesty in the said area of responsibility or at the main office at any time between October 01 and December 29, 1997. The SEC extension offices are as follows: REGION LOCATION OF OFFICE REGION I (ILOCOS REGION) BAGUIO EXT. OFFICE 76 Upper Gen. Luna Road 2600 Baguio City Abra Benguet Baguio City Ilocos Norte Laoag City Ilocos Sur La Union Mt. Province Pangasinan San Carlos City REGION V (BICOL) LEGASPI EXT. OFFICE 2nd Flr. RUE Building 443 Rizal Street, Cabagnan 4500 Legaspi City Albay Legaspi City Camarines Norte Camarines Sur Naga City Iriga City Catanduanes Masbate Sorsogon REGION VI (WESTERN VISAYAS) ILOILO EXT. OFFICE 9 Rizal cor. Gomez Streets 5000 Iloilo City Aklan Antique Capiz Roxas City Iloilo Iloilo City Negros Occidental Bacolod City Bago City Cadiz City Carlota City San Carlos City Silay City REG. VII (CENTRAL VISAYAS) CEBU EXT. OFFICE 4th Flr. Danaque Bldg., Osmea Blvd. 6000 Cebu City Bohol Tagbilaran City Cebu Cebu City Danao City Lapu-Lapu City Mandaue City Toledo City Negros Oriental Bais City Canlaon City Dumaguete City Siquijor Provinces REG. IX (WESTERN MINDANAO) ZAMBOANGA EXT. OFFICE 2nd Flr. JV Bldg., San Jose Panigayahan St. 7000 Zamboanga City Basilan Sulu Tawi-Tawi Zamboanga City Zamboanga del Norte Dapitan City Dipolog City Zamboanga del Sur Pagadian City REG. X (NORTHERN MINDANAO) CAGAYAN de ORO EXT. OFFICE Philippine Veterans Bank 2nd Floor, Toribio Chavez Street 9000 Cagayan de Oro City Agusan del Norte Butuan City Agusan del Sur Bukidnon Camiguin Misamis Occidental Oroquieta City Tangub City Ozamis City Misamis Oriental Gingoog City Surigao City Surigao City REG. XI (SOUTHERN MINDANAO) DAVAO EXT. OFFICE Perla Compania de Seguros Bldg. J. Palma Gil Street 8000 Davao City Davao del Norte Davao City Davao Oriental Mati (Capital) South Cotabato Gen. Santos City Surigao del Sur SECTION 4. Misrepresentation in the Sworn Statement . Any misrepresentation in the sworn statement required under this Circular shall subject the corporation to the scale of fines prescribed under the present rules, in addition to the criminal prosecution of the affiant. SECTION 5. Effect of Failure to Avail of the Compromise Penalties . All corporations which fail to avail of the above-mentioned compromise penalties shall be subject to the scales of fines presently prescribed; in addition to suspension/revocation of their certificate of registration whenever applicable. SECTION 6. Effectivity . This circular shall take Effect Immediately. (SGD.) FE ELOISA C. GLORIA Associate Commissioner ATTACHMENT SWORN STATEMENT That I, _____________________________________________, Filipino, of legal age and residing at ________________________________, after having been duly sworn in accordance with law, hereby depose and state: 1. That I am the _______________________________________ of (Position) ____________________________________________________________________ a domestic corporation duly organized and existing under the laws of the Philippines, with principal office address at ________________________, registered with the Securities and Exchange Commission on _______________, 19 ____, with SEC Registration No. _______; 2. That from presently available records on file with the corporation, it appears that the following SEC reportorial and related requirements have not been complied with within the prescribed period: (Note: Only for violations committed prior to January, 1996) REQUIREMENT SPECIFIC YEAR(S) COVERED ( ) General Information Sheet ___________________ ( ) Financial Statements ___________________ ( ) Affidavit of Non-holding of ___________________ Annual Meeting(s) ___________________ ( ) Affidavit of Non-operation ___________________ ( ) Stock and Transfer Book/ ___________________ Membership Book ___________________ 3. That per latest financial statements (FS 96), the corporation has: (Please check appropriate item) ( ) Retained Earnings ( ) Deficit/capital deficiency ( ) Fund balance/members equity (for non-stock corporation) 4. That per by-laws, the annual meeting of stockholders/members is scheduled to be held on _______________________________; 5. That any misrepresentation in this sworn statement shall subject the corporation to reassessment of penalties based on the scale of fines applicable thereto, in addition to possible criminal prosecution of the affiant; 6. That I am executing this Statement in compliance with SEC Memorandum Circular No. 1, SMD series of 1997 ____________________ Place ____________________ Date ____________________ Affiant REPUBLIC OF THE PHILIPPINES ) S.S. _____________________________) SUBSCRIBED AND SWORN BEFORE ME this ________ day of ________________, 1997 in ____________________, affiant exhibiting to me his Community Tax Certificate No. _________ issued at __________________________ on __________________________________. Doc. No. ________ Page No. ________ Book No. ________ NOTARY PUBLIC Series of 1997 SAMPLE ONLY Footnotes * Supervisory and Monitoring Department; now Company Registration and Monitoring Department