DOCUMENTARY REQUIREMENTS FOR REGISTRATION OF CORPORATIONS AND PARTNERSHIPS (as of June 30, 2013) ‘+ All applications and supporting documents must be In four (4) copies and have cover sheets. ‘+ Documents signed abroad must be authenticated by the Phil Consulate in the country where signed. Embassy or + All audited Financial Statements and special audit reports must be certified by an independent Certified Public Accountant (CPA), with Statement of Representation filed with the SEC. Said Statement must indicate the CPA Cert. No., PRC/BOA No. and the PTR No. of the CPA. ‘+ All applications must indicate the Tax Identification Number (TIN) of the incorporators, stockholders/members for corporations, and partners for partnerships. ‘+ For foreign incorporator, subscriber or director, indicate passport number for Purposes of incorporation and Tax Identification Number for amendment of the Articles of Incorporation REGISTRATION OF CORPORATIONS A. STOCK CORPORATION Basic Requirements 1. Name Verification Slip (secure online or from SEC Name Verification Unit): 2. Articles of Incorporation and By-laws; 3. Treasurer's Affidavit; and 4, Joint affidavit of two incorporators undertaking to change corporate name, as provided in its Articles of Incorporation or as amended thereatter, immediately Upon receipt of notice or directive from the Securities and Exchange Commission that another corporation, partnership, or person has acquired a prior right to the use of that name or that name has been declared misleading, deceptive, confusingly similar to a registered name, or contrary to public morals, good customs or public policy. (not required if the Articles of Incorporation have a provision on this commitment). Additional Requirements 5. Endorsement/clearance from other government agencies, if applicable. m76. For corporations with foreign equity: Proof of remittance by non-resident aliens ‘and foreign corporate subscribers to register their investment with the Bangko Sentral_ng Pilipinas ( BSP ) or an affidavit that they will not register their investment with the BSP. 7. For corporations with more than 40% foreign equity: application form required by the Foreign Investments Act of 1991 (R.A. 7042, as amended) 8. For corporations with applications with the Philippine Economic Zone Authority (PEZA), Subic Bay Metropolitan Authority (SBMA), Clark Development Corporation (CDC), Cagayan Economic Zone Authority (CEZA) or other economic zones: Certificate of Authority or endorsement from said government agencies 9. Additional requirements based on kind of payment of subscription indicated hereunder. a. Cash 1. For corporations with foreign subscribers who want to register their investments with the BSP: BSP standard bank certificate of inward remittance. b. Land and/ Bi \g/Condominium Unit 1. Description of the property showing the name of its registered owner, location, area, TCT No., tax declaration number and the basis of the transfer value (market value/assessed value/ zonal value or appraised value ), signed by the treasurer of the corporation; 2. Copy of TCT/CCT and tax deciaration sheet, as certified by the Register of Deeds and the Assessor's Office, respectively, 3. If transfer value is based on zonal value: Latest zonal valuation certified by the Bureau of Internal Revenue (BIR); 4. I transfer value is based on appraised value: Appraisal report by a licensed real estate appraiser (not more than six [6] months old); 5. Deed of assignment; 6. If property is mortgaged: Mortgagee/creditor’s certification on the outstanding loan balance and his consent to the transfer of property ; 7. For assignment of a building where the assignor is not the owner of the land: Lease contract on the land and consent of the land owner to the transfer; 8. Affidavit of the transferor that the building/condominium unit is existing and in ‘good condition; and 9. Affidavit of undertaking by any incorporator or director to submit the proof of transfer of the property within the prescribed period, ¢. Untitled Land If the property/ies involved are untitled lands classified by the Bureau of Lands and the Department of Environment and Natural Resources (DENA) as alienable and paldisposable lands and are not covered by the Comprehensive Agrarian Reform Law of 1988 ( R.A. 6657 ), the following documents should, in addition, be submitted: 1. Duplicate original or certified true copies, insofar as may be applicable, or: (i) _Proot of possession or that the subject land had been in the possessor's open, peaceful, continuous and uninterrupted exclusive possession in the concept of an owner for a least thirly (30) years and that the possessor had introduced improvements thereon, it any, (submit a certification of the authorized officer of the barangay where the property is located, and at least two (2) adjoining property owners or possessors, attesting to the transferor’s possession of the property or claimants of the property; and payment of corresponding local real estate taxes); (ii) Duplicate original or certified true copies of the tax declaration, tax receipts and local real estate tax clearance; (ii) Affidavit executed by the transferor attesting that; (@) His adverse, continuous and open possession of the untitled property ‘may ripen into ownership by virtue of acquisitive prescription; (b) The subject property is not tenanted (submit Affidavit of Non-Tenancy); (iv) Duplicate original or certiied true copies of any deed, conveyance, mortgage, lease, or other voluntary instrument affecting the untied property duly recorded in the office of the Register of Deeds for the province or city where the land is situated, pursuant to Sections 3 and 113 of PD No. 1529; (¥) _Alfidavit executed by the transferor attesting tothe: (@) Existence ( or non-existence ) of easements over the untitled property; (b) Kind or description of the easement/s and its location; and (c) Whether the transferor is the dominant estate or the servient estate by virtue of such easements (vi) Undertaking (under oath) of the transferor/subscriber to answer for any liability that the corporation might incur by virtue of the acceptance of said property as paid-up capital 2. Clearance or certification from the Department of Agrarian Reform attesting to the following (there is no other application or claimant to the untitled land; (ii) ithas not issued any Certificate of Land Ownership Award (CLOA) over the property to any other party: or (ii) the land is exempted from the coverage of the Comprehensive Agrarian Program of the government; 3. Blue Print Survey of the Plan, as approved by the Bureau of Lands, showing the inclusion of such lands. d. Inventories /Furniture/Personal Properties 1.. Description of the property and the basis of transfer value (market value or book value ) signed by the treasurer of the corporation; 3h‘Special audit report by an independent CPA on the verification and valuation of the Property, or appraisal report by an accredited appraisal company, which is not more Six (6) months old, on the valuation of the property; Deed of assignment of the property to the corporation; and Affidavit of the transferor that the inventories/ furniture/personal properties are existing and in good condition. e. Heavy Equipment and Machinery 1 Description of the heavy equipment or property and the basis of transfer value (book value or appraised value) signed by the treasurer of the corporation; ‘Appraisal report by a licensed mechanical engineer (not more than six [6] months old). If the property is imported, the valuation report of the BSP shall be submitted; Deed of assignment of the heavy equipment or property to the corporation; and Affidavit of the transferor that the heavy equipmentmachinery is existing and in good condition f. Shares of Stock 1 Description of the shares of stock showing the name of stockholder, stock certificate number, number of shares and the basis of transfer value (market value or book value) signed by treasurer of the corporation; ‘Audited financial statements of the investee company as of the last fiscal year, stamped received by the SEC and BIR; Deed of assignment of the shares of stock to the corporation; Certification by the corporate secretary of the investee company that the shares are in the name of the assignor; Photocopy of the stock certificates (the original copy should be presented for verification); It shares of stock are listed in the stock exchange: Latest market quotation in the Rewspaper or certification from the stock exchange/broker on the latest market Price of the shares of stock ; and Affidavit of undertaking by any incorporator or director to submit the proof of transfer within the prescribed period. 9. Motor Vehicles 1 Desoription of the motor vehicles showing the name of the registered owner, make/model, plate number, chassis number, motor number, certificate of registration number, and market value, signed by the treasurer of the corporation; Photocopy of the Certificate of Registration and official receipt of annual registration fee (the original copy should be presented for verification); au3. Appraisal report by a licensed automotive engineer (not more than six [6] months old); 4. Deed of assignment of the motor vehicle to the corporatior 5. Affidavit of the transferor that the motor vehicle is existing and in good condition; and 6. Alfidavit of undertaking by any incorporator or director to submit the proof of transfer within the prescribed period. h. Sea Vessev/Aircraft 1. Description of the vesseVaireraft showing the name of the registered owner, registry number, technical description, and appraised value signed by the treasurer of the corporation; 2. Certified true copy of the certificate of ownership; 3. Cerificate of seaworthiness/airworthiness issued by the appropriate government agency; 4. Appraisal report by a licensed maritime or aeronautical engineer (not more than six [6] months old); 5. Deed of assignment of the vesseV/aircraft to the corporation; 6. Affidavit of the transferor that the sea vesseV/aircraft is existing and in good condition; 7. Affidavit of undertaking by any incorporatoridirector to submit the proof of transfer within the prescribed period, i. Intangibles. 1. Photocopy of the certificate of registration of intellectual property rights or mining permit (for mining claims/rights); 2. Appraisal report by an accredited appraisal company (not more than six [6] months old); 3. Deed of assignment of intangibles to the corporation. j._ Net Assets (by way of conversion of single proprietorship/partnership into corporation or by way of spin-off) 1. Articles of Dissolution of Partnership; 2. Audited financial statements of the single proprietorship or partnership or division of a corporation (for spin offs) as of the last fiscal year; 3. Long-form audit report of item 2; 4. Deed of assignment of the assets and liabilities to the corporation; st10. Separate deed of the assignment for the land with primary entry by the Register of Deeds List of creditors, with the amount due to each creditor certified by the auditor or certified under oath by the company accountant and the written consent of each creditor, Description of the properties with certificate of registration/titles and their respective book values; and Photocopy of the Certificate of Registration of the motor vehicle (the original copy should be presented for veriication); Photocopy of the TCT/CCT and tax declaration sheet, as certified by the Register of Deeds and the Assessor's Office, respectively; and For single proprietorships: Department of Trade and Industry (DT!) Certificate of Registration. Notes 1. items 5 to 10 shall be complied with only it applicable 2. The corporation should use the name of the partnership, drop the word “company” and add either the word “corporation” or “incorporated”, or its abbreviation 3. The filing of the Articles of Dissolution and Articles of Incorporation or Increase of Authorized Capital Stock should be simultaneous. B, NON-STOCK CORPORATION Basic Requirements 1 2 3. Name Verification Slip; Articles of Incorporation and By-laws; Joint affidavit of two incorporators undertaking to change corporate name, as Provided in its Articles of Incorporation or as amended thereatter, Immediately upon receipt of notice or directive from the Securities and Exchange Commission that another corporation, partnership, or person has acquired a prior right to the use of that name or that name has been declared misleading, deceptive, confusingly similar to a registered name, or contrary to public morals, good customs or public policy. (not required if the Articles of Incorporation have @ provision on this commitment ) List of members, as certified by the corporate secretary, unless already stated in the Articles of Incorporation; and List of names of contributors or donors and the amounts contributed or donated, as certified by the treasurer. There shall be no fixed amount of contribution required but only such reasonable amount as the incorporators and trustees may deem sufficient to enable the corporation to start operation, except in the case of foundations which must have a minimum contribution of at least ‘One Million Pesos (P1,000,000.00). aAdditional requirements 1 For Foundations: Notarized certificate of bank deposit of the contribution of not less than P1,000,000.00: and statement of willingness to allow the SEC to conduct an audit For religious corporations: Refer to Sections 109-116 of the Code, and an affidavit of affirmation or verification by the chief priest, rabbi, minister or presiding elder For federations: Certified list of member-associations by corporate secretary or president For condominium corporations/associations: Master Deed with primary entry of the Register of Deeds and certification that there is no other existing similar ‘condominium association within the condominium project Il. LICENSING OF FOREIGN CORPORATIONS A. BRANCH OFFICE and REPRESENTATIVE OFFICE 1. Application Form a) SEC Form No. F103 - for Branch Office b) SEC Form No. F-104 - for Representative Office ©) SEC Form No. F-108 - for Non-stock corporations. Name Verification Slip; ‘Authenticated copy of the board resolution that (a) authorizes the establishment of branch or representative office in the Philippines; (b) designates the resident agent to whom summons and other legal processes may be served to the foreign corporation; and (c) states that in the absence of such agent or upon cessation of its operation in the Philippines, any summons or legal processes may be served to SEC as ifthe same is made upon the corporation at its home office; Financial Statements as of a date not exceeding one (1) year immediately prior to the application, certified by an independent CPA of the home country and authenticated before the Philippine Consulate/Embassy; ‘Authenticated copy of the Articles of Incorporation with an English translation if in foreign language other than English; Proof of Inward Remittance, such as bank certificate; Resident Agent's acceptance of appointment (not required ifthe resident agent is the signatory in the application form); and For Representative Office and Branch Office of non-stock corporations: Atfidavit signed by the resident agent stating that the applicant is solvent and in sound financial condition. 2”B. REGIONAL OR AREA HEADQUARTERS and REGIONAL OPERATING HEADQUARTERS. 1. Application Form; 2. Name Verification Slip; 3. A certification trom the Philippine Consulate/Embassy or the Philippine Commercial Office or from the equivalent office of the Philippine DTI in the applicant's home country that said foreign firm is an entity engaged in international trade with affiliates, subsidiaries or branch offices in the Asia Pacific and other foreign markets; in case the certification is issued by the equivalent office of the Philippine DTI, the same shall be authenticated by the Philippine Consulate/Embassy; 4. A certification from the principal officer of the foreign entity that the said foreign ‘entity has been authorized by its board of directors or governing body to establish its regional or area headquarters or regional operating headquarters in the Philippines; and 5. Endorsement of the Board of Investments (BOI). Notes: Within 30 days from receipt of license, the following shall be submited: a. For Regional or Area Headquarters: proof of remittance of at least US$s0,000 b.For Regional Operating Headquarters: proof of remittance of at least USS200,000 if not submitted with the application papers. Wl, REGISTRATION/ RECORDING OF PARTNERSHIPS Basic Requirements 1. Name Verification Siip; 2. Articles of Partnership; and 3. Joint affidavit of two partners undertaking to change partnership name , as Provided in its Anicles of Partnership or as amended thereafter, immediately upon receipt of notice or directive from the Securities and Exchange Commission that another corporation, partnership, or person has acquired a prior right to the Use of that name or that name has been declared misleading, deceptive, confusingly similar to a registered name, or contrary to public morals, good ‘customs or public policy. (not required if the Articles of Partnership has provision ‘on this commitment) Additional requirements 1. Endorsement/clearance from other government agencies, it applicable 2, For partnership with foreign partners a) SEC Form No. F- 105 b) Bank certificate on the capital contribution of the partners. a©) For foreign partners who want to register their investments with the BSP: Proof of remittance Note: If it is a limited partnership, the word “Limited” or “Lid” should be added to the partnership name. Articles of Parinership of limited partnerships should be under oath only (Jurat) and not acknowledged before a notary public. IV, OTHER APPLICATIONS ‘A. FOR CORPORATIONS AMENDED ARTICLES OF INCORPORATION (for stock and non-stock domestic corporations ) 1. Amended Articles of incorporation. 2. Directors’ or Trustees’ Cerificate — a notarized document signed by a majority of the directors or trustees and the corporate secretary, certifying (i) the amendment of the Articles of Incorporation and indicating the amended provisions, (i) the vote of the directors or trustees and stockholders or members, (ii) the date and place of the stockholders’ or members’ meeting; and (iv) the tax identification ‘number of the signatories which shall be placed below their names. 3. Monitoring Clearance issued by the Compliance Monitoring Division (CMD) Note: + For financing and _lending_companies, issuers of proprietary or_non- retary membership (i.e. golt_clybs) and foundations, _moniforin rc glearance shall_be issued by the Investor Protection and Surveillance Department (IPSD). * For listed and public companies, monitoring clearance is issued by the Corporation Finance Department (CFD). * For capital market participants _such_as brokers, dealers and_investment houses, monitoring is with the Market Regulation Department (MRD) 4. Secretary's Certificate ~ notarized document signed by th rate secrotan certifying that no action or proceeding has been filed or is pending before anv Court or tribunal involving an intra-corporate dispute or claim by any person or ‘group against the directors, officers or stockholders of the Corporation. Additional Requirements 1. Endorsement/clearance from other government agencies, if applicable IF the provision to be amended is the corporate name, submit the following a) Name Verification Slip; and b) Affidavit of a director, trustee or officer undertaking to change corporate name, as provided in its Articles of Incorporation or as amended thereafter, immediately_upon receipt_of not lrective from the Securities and Exchange Commission that another corporation, partnership, or person has acquit ior right to the use of that name or that name has been declared oumisleading, deceptive, confusingly similar to a registered name, or contrary to public morals, good customs or public policy. (not required if the Arlicles of Incorporation has provision on this commitment IL AMENDED BY-LAWS (for stock and non-stock domestic corporations) 1. Amended By-laws; and 2, Directors’ or Trustees’ Certificate — a notarized document signed by a majority of the directors or trustees and the corporate secretary, certilying to (i) the amendment of the By-laws, indicating the amended provisions, (i) the vote of the directors or trustees and stockholders or members, (i) the date and place of the stockholders’ or members’ meeting, and (iv) the tax identification number of the signatories which shall be placed below their names. 3. Monitoring Clearance issued by the Compliance Monitoring Division (CMD), Note: * For financing and_lending_companies, issuers _of_proprietary_or_non- roprietary membership (i.e. golt_cl ind_foundations, monitorin clearance _shall_be issued by the Investor Protection and Surveillance Department (IPSD) * For listed and public companies, monitoring clearance is issued by the Corporation Finance Department (CFD) ‘* For capital market participants such_as brokers, dealers and_investment houses, monitoring is with the Market Regulation Department (MAD) 4. Secretary's Certificate — notarized document signed by the corporate secretary certifying that no action of proceeding has been filed or is pending before any Court or tribunal involving an_intra-corporate dispute or claim by any person or ‘group against the directors, officers or stockholders of the Corporation. Ml, INCREASE OF AUTHORIZED CAPITAL STOCK Basic Requirements 1. Certticate of increase of Capital Stock; 2, Treasurer's Affidavit certifying the increase of capital stock, the amount subscribed and the amount received as payment; 3. List of stockholders as of the date of the meeting approving the increase, indicating the nationalities of the subscribers and their respective subscribed and paid-up capital on the existing authorized capital stock, as certified by the corporate secretary; 4, Amended Articles of Incorporation; 5. Notarized directors’ certificate certitying (a) the amendment of the Articles of Incorporation increasing the authorized capital stock, (b) the votes of the directors and the stockholders, and (c) the date and place of the stockholders’ 10meeting, which shall be signed by a majority of the directors and the corporate secretary; 6. Endorsement/clearance from other government agencies or _other_ SEC Departments, if applicable; and 7. Secretary's Certiticate ~ notarized document signed by the corporate secretary ‘certifying that no action or proceeding has been filed or is pending before any Court or tribunal involving an intra-corporate dispute or claim by any person or ‘group against the directors, officers or stockholders of the Corporation. Additional requirements depending on the kind of payment on subscription AG |. For listed companies, public companies defined in the Securities Regulation Code, Companies that offer or sell secur lio, it ‘payment to the subscription to the increase is more than P1OM: 1. Audited financial statements _as_of the preceding fiscal year, stamped received by the SEC and the BIR. 2 Ag ‘an independent CPA on the verification of the cash payment ‘on subscription to the increase in accordance with the Guidelines on On- site Verification provided for in SEC Memorandum Circular No. 6, series ‘of 2008 (need not be submitted if payment on subscription is already reflected in_thi ied financial statements, and the additional capital infusion ig reflected in the cash flow statement), ‘and for foreign Equity, Certificate of Inward Remittance; 4, Trial Balance _as_of end of the month immediately preceding the ‘submission of the requirements, which shall include the additional capital infusion, as certified by the company accountant; and 5. Incase of Rural Banks: a) Notarized bank certification to be signed by majority of the bank's board of directors in accordan ited by BSP. b) List of stockholders of record with their respective subscribed and paid-up before and after the increase and list of subscribers to the increase with their_respective subscription and payment _as ‘presented to and approved by the BSP, 6. Secretary's Certificate — notarized document signed_by the corporat ‘secretary certifying that all the non-subscribing stockholders waived their respective pre-emptive rights. |. For cases not covered by i above: 1. Subscription Contract; and 2, Secretary's Certificate — notarized document signed by the corporate secretary certifying that all the non-subscribing stockholders waived thelr respective pre-emptive rights WtB. Conversion of advancesiiabilities to equity 1. Audited financial statements as of the preceding fiscal year, stamped received by the SEC and the BIR; 2. Areport by an independent CPA on the verification of the advances to be converted to equity in accordance with the Guidelines on On-site Verification as provided for in SEC Memorandum Circular No. 6, series of 2008; 3. Trial balance as of the end of the month immediately preceding the submission of the requirements, which shall include the subject advances or liabilities, as certified by the company accountant; and 4, Deed of Assignment signed by the creditor or subscriber assigning the advances as payment for his subscription. Note: If the advances are reflected in the audited financial statements (item 1 above), submit a certification from the auditor identifying the creditors and the ‘amount owed to each, in lieu of item 2. 1. List of stockholders entitled to the stock dividend with their respective outstanding shares and the allocation of the stock dividends, as certified by the corporate secretary; and 2. Certification by the corporate secretary on the treatment of the resulting fractional shares, if any. 3. Reconciliation of retained eamings available for dividend declaration, certified by an independent auditor as provided for in SEC Memorandum Circular No. 11, series of 2008. 4, Audited financial statements as of the preceding fiscal year, stamped received by the SEC and the BIR. 5. Audited financial statements used as the basis for such dividend declaration (if the basis is other than item no. 4). 6. Projected financial statements for the remaining period (if the basis is item no. 3) 7. Undertaking under oath by the President or Treasurer to replace any deficiency by other form of payment allowable by SEC, in the event the Retained eamings as of the end of the fiscal year is not sufficient to cover the stock dividend under consideration. D. For other forms of property as payment, submit the additional Tequirements enumerated for registration of stock corporations 12IV. DECREASE OF AUTHORIZED CAPITAL STOCK 1. Certificate of Decrease of Authorized Capital Stock; 2. Audited financial statements as of last fiscal year, stamped received by the SEC and the BIR; 3. If it involves a return of capital: Long form audit report and list of creditors with the amount due to each certified by the auditor or certified under oath by company accountant and written consent of each creditor; 4. List of stockholders before and after the decrease, as certified by the corporate secretary; 5. Amended Articles of Incorporation: 6. Notarized directors’ certificate certifying () the amendment of the Articles of Incorporation to decrease the authorized capital stock, (i) the votes of the directors and the stockholders, and (ii) the date and place of the stockholders’ meeting, which shall be signed by a majority of the directors and the corporate secretary, and 7. Publisher's affidavit of the publication (once only) of the decrease of capital in a newspaper of general circulation. V. RECLASSIFICATION/DECLASSIFICATION/CONVERSION OF SHARES 1. Notarized directors’ certificate certifying (i) the amendment of the articles of incorporation classifying the shares of stock, (i) the votes of the directors and the stockholders, and (ji) the date and place of the stockholders’ meeting, which shall be signed by a majority of the directors and the corporate secretary; 2. Amended Articles of Incorporation; 3. List of stockholders showing the names, nationalities and stockholdings before and after the reclassification/declassitication/conversion, as cerliied by the ‘corporate secretary; and 4. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR, VI. MERGER/CONSOLIDATION 1. Articles of Merger/Consolidation; 2. Plan of Merger/consolidation; 3. List of stockholders of the constituent corporations before the merger/consolidation, and list of stockholders of record of the surviving corporation after the merger/consolidation, as certified by the corporate secretary; 4. Certification, under oath, by the corporate secretary, on the meetings of the directors and stockholders of the constituent corporations approving the merger/consolidation;5. Audited financial statements of the constituent corporations as of a date not earlier than 120 days prior to the date of filing of the application in accordance with PERS 3 (Accounting Standard on Business Combination); 6. For absorbed corporations: Long-form audit report of iter 5; 7. Certification, under oath, by the president, chief finance officer or treasurer of the constituent corporations that all creditors (state cut-off date) have been properly Notified of the proposed merger/consolidation; 8. If at least one of the constituent corporations is insolvent: Affidavit of publication ina newspaper of general circulation of the proposed merger/consolidation. Notes: 1. If the surviving corporation will not issue shares of stock or create additional paid- in capital: Disregard item 6 2. It the merger will be effected via increase of capital stock: Submit also the requirements for Increase of Authorized Capital Stock 3. For consolidation: Submit also the requirements for the registration of a stock or non-stock corporation Vil, INCREASE OF FOREIGN EQUITY (for corporations registered under the Foreign Investments Act ) Mode of payment: a. Assignment of Filipino stockholdings to non-Philippine nationals, 4. SEC Form No. F-101 or F-102 2. Original copy of the Deed of Assignment b. Issuance of new stocks from the unsubscribed capital stock 1. SEC Form No, F-101 or F-102, 2. Form F-10-1 ¢. Increase or Decrease of authorized capital stock 1. SEC Form No. F-101 or F-102 2. Requirements for Increase/Decrease of Capital Stock d. Merger or Consolidation 1. SEC Form No. F-101 or F-102 2. Requirements for merger or consolidation Vill. DISSOLUTION (by shortening corporate term ) 1. Amended Articles of incorporation 2. Notarized directors’ certificate certifying (i) the amendment of the Articles of Incorporation shortening the corporate term, (i) the votes of the directorsitrustees and stockholdersimembers, and (ii) the date and place of the stockholdersmembers’ meeting which shall be signed by the majority of directors and corporate secretary,7 List of creditors and the amount due to each, if any, certified by the auditor or certified under oath by the company accountant and the written consent of each creditor, or certification as to non-existence of creditors; Certification signed by the President and the Treasurer certifying that— i. The dissolution is not prejudicial to the interest of the creditors; and li, There is no opposition from any creditor from the time of the last publication of the notice of dissolution up to the filing of the application for dissolution with the Commission; BIR tax clearance; Atfidavit of publication once a week for three [3] consecutive weeks in a Newspaper published in the province or city where the principal office of the corporation is located, or if no newspaper is published in such place, in the business section of a national newspaper of general circulation in the Philippines of the notice of time, place and object of the meeting where the dissolution of the corporation was approved, and Endorsement/clearance from other government agencies, if applicable Additional requirements Note: i. Where the applicant has ceased operations for at least one (1) year, it shall submit— a) Audited Financial Statements as of last fiscal year of operation; and b) Afidavit of non-operation certified under oath by the President and Treasurer ii. Where the applicant has no operation ‘since incorporation, it shall submit- a) Balance Sheet certified under oath by Treasurer and President; b) Affidavit of non-operation certified under oath by the President and Treasurer; and ©) Certificate of non-registration issued by the BIR. ii, Where the applicant is a stock corporation with paid up-capital of less than 50,000.00, it shall submit its Balance Sheet as of last preceding fiscal year certified under oath by the President and Treasurer iv. Where the applicant is a non-stock corporation with gross receipts of less than P100,000 or total assets less than P500,000, it shall submit its Balance ‘Sheet as of last preceding fiscal year certified under oath by the President and Treasurer v. For cases not covered by I to IV above, it shall submit its Audited Financial Statements as of last fiscal year of operation, In cases where there are creditors and the consent of the creditors was not ‘secured, the application should be in the form of a petition to be filed with Office of General Counsel of the SEC. IX, QUASI-REORGANIZATION 1 Letter requesting approval to undergo quasi-reorganization; 152. Certification, under oath, by the corporate secretary, on the board resolution approving the quasi-reorganization; 3. Appraisal report of the fixed assets (real properties, permanently installed fixed assets and machineries and equipment directly needed and actually used in the business); 4. Schedules showing the details of the appraised properties; 5. Latest audited financial statements of the corporation, stamped received by the SEC and the BIR; 6. Analysis of the revaluation increment; and 7. Projected financial statements for the next five (5) years. X. EQUITY RESTRUCTURING 1. Letter requesting approval to undergo equity restructuring; 2. Certification, under oath, by the corporate secretary, on the board resolution approving the equity restructuring plan; and 3. Audited financial statements as of the last fiscal year, stamped received by the ‘SEC and the BIR. XI. CREATION OF ADDITIONAL PAID-IN CAPITAL, 1. Letter requesting approval for the creation of the additional paid in capital; 2. Certification, under oath, by the corporate secretary, on the board resolution ‘approving the creation of the additional paid-in capital; and 3. Audited financial statements as of the last fiscal year, stamped received by the ‘SEC and the BIR. Note: For additional requirements: Refer to the additional requirements for Increase ‘of the Authorized Capital Stock depending on the kind of payment on subscription XIl. CASH DIVIDEND DECLARATION 1. Certification, under oath, by the corporate secretary, of the board resolution ‘declaring the cash dividends; 2. Audited financial statements as of the last fiscal year, stamped received by the ‘SEC and the BIR; and 3. Interim audited financial statements used as the basis for such declaration (to be submitted also if the basis is other than item 2 ); 4, Project income statement for the remaining period certified by the company accountant; 165. Reconciliation of retained earnings available for dividend declaration certified by an independent auditor as provided for in SEC Memorandum Circular No. 11, Series of 2008 Xill,_ STOCK DIVIDEND DECLARATION 1. Certification, under oath, by the corporate secretary, of the declaration of stock dividends by majority of the directors and the stockholders representing at least 213 of the outstanding capital stock; 2. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; 3._ Interim audited financial statements used as the basis for such declaration ( to be submitted also if the basis is other than item 2 ); 4. Projected income statement for the remaining period; 5 Reconciliation of retained earnings available for dividend declaration certified by an independent auditor as provided for in SEC Memorandum Circular No. 11, Series of 2008 6. Analysis of Capital Structure, signed under oath by the treasurer. XIV. PROPERTY DIVIDEND DECLARATION 1. Certification, under oath, by the corporate secretary, on the board resolution declaring the property dividends; 2. List of stockholders and the allocation of the property dividend, as certified by the corporate secretary; 3. Audited financial statements as of the last fiscal year, stamped received by the ‘SEC and the BIR; 4. Detailed schedule of the property account appearing in the audited financial statements; 5. Certification by the president that the property is no longer needed in the operation of the company. XV. CERTIFICATION OF PAID-UP CAPITALICAPITAL STRUCTURE 1. Request for certification; 2. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; and 3. List of stockholders, showing the names and the subscribed and paid-up capital of each stockholder, certified by the corporate secretary. Note: For additional requirements in case the payment to subscription came in after the balance sheet date: Reler fo the additional requirements for Increase of Authorized Capital Stock depending on the kind of payment on subscription "7XVI. xvi. Note: CERTIFICATION OF PERCENTAGE OF OWNERSHIP. Request for certification; List of stockholders, showing the names, nationalities, amount subscribed and paid-up capital of each stockholder, certified by corporate secretary; Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; and Stock and transfer book of the corporation (to be presented for verification). CREATION OF BONDED INDEBTEDNESS Certificate of creation of bonded indebtedness; Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; If item 2 is more than six (6) months old: Unaudited financial statements for the current year period, certified by the company accountant List of the company’s properties, with the book, appraised or bondable values of the properties which will be used to secure the projected bond issues, certified by the company accountant or comptroller; Projected financial statements, showing the utilization of the proceeds of the bonds and the redemption of the bond issues, signed by the company accountant or comptroller; Trust indenture, signed by the corporation and the trustee; and ‘Sample form of the mortgaged bond certificate to be issued. CONFIRMATION OF VALUATION SEC Form 10-1/letter request confirming the valuation; Certitication, under oath, by the corporate secretary, on the board resolution approving the additional issuance of shares of stock; Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; and List of stockholders, with the nationalities, amount subscribed and paid up, and the subscribers to the new shares, signed under oath by the corporate secretary. For additional requirements: Refer to the additional requirements for Increase of ‘Authorized Capital Stock depending on kind of payment, XIX. VOTING TRUSTS 1. Voting Trust Agreement; and 182. Certification on the number of shares of trustors, signed by the corporate secretary B. FOR PARTNERSHIPS |. AMENDED ARTICLES OF PARTNERSHIP (to change partnership name) 1. Name Verification Slip; 2. Amended Articles of Partnership; 3. Affidavit of a partner undertaking to change partnership name; snt 4, _ Endorsementiclearance from other government agencies, if applicable ll. AMENDED ARTICLES OF PARTNERSHIP (to change partners) 1. Amended Articles of Partnership; and 2. Deed of Assignment of partnership interestietter of withdrawal of partner/ or affidavit of death of partner FOR OTHER AMENDMENTS 1. Amended Articles of Partnership IV, DISSOLUTION OF PARTNERSHIP 1. Articles of Dissolution; and 2. BIR Tax Clearance C. FOR FOREIGN CORPORATIONS |. DEPOSIT OR SUBSTITUTION OF SECURITIES DEPOSITED BY THE BRANCH OFFICE 1. Cover letter requesting acceptance of the securities deposit 2. Photocopy of the confirmation of sale or original copy of the government bonds; 3. Letter request for earmarking of treasury bills for SEC deposit, stamped received d by the Bureau of Treasur 4. Audited financial statements as of the last fiscal year, stamped received by the ‘SEC and the BIR. ll, AMENDMENT OF LICENSE OF FOREIGN CORPORATIONS Basic Requirements 191. Petition for amendment of license; and 2. Board resolution approving the amendments Additional requirements ‘a. Amendment of corporate/partnership name a.1. Name Verification Slip 2. Affidavit of a director/partner undertaking to change company name b. Change/appointment of resident agent b.1. Board resolution or letter of appointment b.2. Acceptance by the resident agent I WITHDRAWAL OF LICENSE OF FOREIGN CORPORATIONS 1. Petition for withdrawal of license; 2. Authenticated copy of the board resolution approving the withdrawal of license; 8. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; 4. List of creditors, if any, and consent of each creditor, or certification as to non- existence of creditors; 5. Original license issued by the SEC; 6. Publisher's affidavit evidencing the publication of the notice of withdrawal ( once for tre [3] consecutive weeks) and 7. BIR Tax Clearance, IV, AMENDMENT OF LICENSE OF REGIONAL OR AREA HEADQUARTERS and REGIONAL OPERATING HEADQUARTERS Basic Requirements 1. Petition for amendment of license; and 2. Board Resolution approving the amendments. Additional Requirements ‘a) Amendment of corporate/partnership name a1. Name Verification Slip a2. Affidavit of a director/partner undertaking to change company name ) Conversion of Area Headquarters to Regional Operating Headquarters ) Bank Certificate or Proof that the headquarters has US$200,000 or more 20V. WITHDRAWAL OF LICENSE OF REGIONAL OR AREA HEADQUARTERS or REGIONAL OPERATING HEADQUARTERS Basic Requirements 1. Petition for withdrawal of license; 2. Authenticated copy of the board resolution approving the withdrawal; 3. Original license issued by the SEC; and 4. Endorsement by the Board of Investments. Additional Requirements for Regional Operating Headquarters @. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; b. List of creditors, if any, and consent of each creditor, or certification as to the the non-existence of creditors; c. Publisher's affidavit evidencing the publication of the notice of withdrawal once a ‘week for three (3) consecutive weeks; and 4. BIR Tax Clearance MINIMUM PAID-UP CAPITAL REQUIREMENT BASED ON INDUSTR [Break Buk Agent Cargo Consolidator Financing Company "Metro Manila and other 1* class cos ‘Other classes of cit f _Municipalitios Freight Forwarders. Domestic International Health Maintenance Organization reurenoa = Insurance Broker Reinsurance Broker Insurance Broker and Reinsurance Broker Life Insurance Company _Non-Life insurance Company Reinsurance Company investment AdviseriManager Investment Company au P 250,000.00 ‘400,000.00 10,000,000.00 2,500,000.00 250,000.00 2,000,000.00 P__40,000,000.00 | 20,000,000.00 20,000,000.00 [P fz '50,000,000.00 |P_1,000,000,000.00 P_1,000,000,000.00 | P_2,000,000,000.00 P 10,000,000.00 P ~50,000,000.00Investment House Lending Investor | Local Manpower Contracting and Subcontracting Minin ° (authorized Capital Stock—P100,000,000.00) | Non-Vessel Operating Common Carrier ‘Pawnshop Pre-Need Plan Issuer Pre-Need Plan Agent Real Estate Investment Trust (REIT) Recruitment Domestic- Corporation _ — Partnership Recruitment for Overseas Employment Retail Trade with Foreign Equity ‘School (for stock corporations) P__ 300,000,000.00 P_1,000,000.00 P___3,000,000.00 ~ [TP 4,000,000.00 | P_ 100,000.00 | P__100,000,000.00 | liam Tp P ~5,000,000.00 | '300,000,000.00 500,000.00 P 200,000.00 P 2,000,000.00 | US$ _ 2,500,000.00 | Pre-elementary/Elementary Education | P__1,000,000.00 Elementary & Secondary Education “Elementary, Secondary, Tertiary Post/Graduate Education | Security Agency Securities Broker/Dealer (New/SRO-Member) | Securities Broker/Dealer (Existing/SRO-Member) P___2,500,000.00 | | P___5,000,000.00 [P 500,000.00 | ___|P100,000,000.00 | P 30,000,000.00 Securities Broker/Dealer in Proprietary Shares (Non: P__5,000,000.00 | Special Purpose Vehicle P __ 31,250,000.00 Special Purpose Corporation P ‘Secondary Mortgage Institution (SMI) P. 2,000,000,000.00 ‘Servicer for special purpose corporation (Authorized Capital Stock—P10,000,000.00) BASED ON FOREIGN EQUITY: Domestic Corporations wit moe han 40% foreign eauity ~ Domestic Market Enterprise _ - Export Market | Enterprise _ Foreign Branch | Office Domestic market enterprise _ Export market enterprise _ _ Partnership with foreign partner = Domestic market enterprise “Export market enterprise Foreign Representative Office — Regional Area Headquarters (Rt (RHQ) | Regional | Operating Headquarters snters (ROHQ) 2 US$ _ 200,000.00 Pp 5,000.00 USS 200,000.00 [eae 5,000.00 ~ |__Uss 200,000.00 P__3,000.00 __USS_ 30,000.00 USS 50,000.00 US$ 200,000.00BUSINESSES REQUIRING ENDORSEMENTS FROM OTHER GOVERNMENT AGENCIES * a._ Air Transport . Banks, Pawnshops or other Financial intermediaries with Quasi-Banking Functions __ - c. Charitable Institutions and Social Welfare Organizations “4. Edveational institutions: (tock & non-stock) Elementary to High school College, Tertiary Course | Technical Vocational Course e. Electric Power Plants/Trading of Petroleum Products 1. Hospitals, Dental, Medical Clinics/Heallh Maintenance Organizations 9. Insurance/ Mutual Benefit Associations |__Givil Aeronautics Board _ | Bangko Sentral ng Pilipinas Department of Social Welfare and Development _| Department of Education Commission on Higher __ Education Technical Education Skils and Development Authority Department of Energy Department of Health, Insurance Commission h. Non-chartered Government-Owned and Controlled Corporations Governance Commission for Government Owned or Controlled Corprorations k. Recruitment for Overseas Employment 1. Security Agency/ Ant-Crime Task Force/ Gun Clubs m.Tobacco Related Business 1. Volunteer Fire Brigade _ (GCG) Professional Regulation \. Professional Associations | Commission National j. Radio, TV, Telephone, Internet Service Providers, Telecommunications Value-added Services Commission Philippine Overseas Philippine National Poice National Tobacco ‘Administration Bureau of Fre Protection Employment Administration _ ©. Water Transport/Shipbuilding/Ship Repair p. Waterworks corporations | “Endorsements, if applicable, shall form part of the registration papers Company Registration and Monitoring Department ‘SECURITIES AND EXCHANGE COMMISSION 23 Maritime industry Authority Local Waterworks Utilities AdministrationAertte- Waterworks and Sewerage Systems and National Water Resources Board