How to Increase Capitalization of your Corporation.

Requirements for Amendment of Articles of Incorporation to increase

Capitalization.
  Certificate of Increase of Capital Stock signed by majority of the
1. directors and certified by Chairman and Corporate Secretary of the
stockholders meeting

Treasurer’s Affidavit certifying the increase of capital stock, the

2. amount subscribed and the amount received as payment thereto

List of stockholders as of the date of the meeting approving the

increase, showing the nationalities of the subscribers and their
respective subscribed and paid-up capital in the existing authorized
3. capital stock certified by the corporate secretary

4. Amended Articles of Incorporation;

Notarized Secretary’s Certificate of no pending case of intra-

5. corporate dispute

Directors Certificate – notarized and signed by majority of the

directors and the corporate secretary certifying (i) the amendment of
the Articles of Incorporation increasing the authorized capital stock,
(ii) the votes of the directors and the stockholders, (iii) the date and
place of the stockholders’ meeting (iv) the tax identification number
6. of the signatories which shall be placed below their names

Notarized Secretary’s Certificate attesting that non-subscribing

stockholders have waived their pre-emptive rights or attesting the
resolution of the stockholders representing at least 2/3 of the
outstanding capital stock approving the issuance of shares in
exchange for a property or previously incurred indebtedness of the
7. corporation.

If the foreign equity is increased to more than 40%, compliance with

8. registration under Foreign Investments Act
 Compliance Monitoring Division (CMD) Clearance and/or clearance
9. from another Department of the Commission*

10 Endorsement/clearance from other government agencies, if

. applicable.

Additional requirements depending on the kind of payment on subscription

a. Cash

1. Audited financial statements as of the last fiscal year received by BIR and SEC
(if payment for subscription is already reflected therein)

2. A report to be rendered by an independent CPA on the verification of cash

payment on subscription to the increase in accordance with the Guidelines on On-
Site Verification per SEC Memorandum Circular No. 6 series of 2008

Notes:

1. Subscription contract in lieu of item no. 2 if the application for ICS is covered
by Memorandum Circular No.6, series of 2012.

2. Disregard additional requirement no. 2 if payment for subscription is already

reflected in the audited financial statements and said additional infusion is reflected
in the Cash Flow Statement thereof

Additional requirements for rural banks:

Notarized Certification on payment for subscriptions to be signed by majority of

the rural bank’s Board of Directors in accordance with the form required by BSP
with annexed list of stockholders of record showing their respective subscribed and
paid-up amount before and after the increase and the list of subscribers to the
increase with their respective subscription and payment as presented and approved
by BSP

g. Shares of stock
1. Detailed schedule of the shares of stock showing the stockholder, stock
certificate number, no. of shares and the basis of transfer value (market or book
value) certified by the company accountant

2. Audited financial statements of the investee company as of the last fiscal year
received by BIR and SEC

3. Deed of Assignment

4. Certification by the Corporate Secretary of the investee company that the shares
are outstanding in the name of the assignor

5. Photocopy of the stock certificate (present original for verification)

6. Latest market price quotation in the newspaper or certification from the stock
exchange/broker as to latest market price of the shares of stock (if listed in the
Stock Exchange)

7. Affidavit of undertaking to submit the required proof of transfer within the

prescribed period