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Securities and Exchange Commission: Endorsement From Department of Energy For Energy Related Business Activity
Securities and Exchange Commission: Endorsement From Department of Energy For Energy Related Business Activity
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I - HOW TO APPLY?
1. Basic Requirements:
1. Cover Sheet
2. Name Verification Slip (secure online or from SEC Name Verification Unit)
3. Articles of Incorporation (AI) or Articles of Partnership
4. By-laws (BL)
5. Treasurer`s Affidavit (for stock)
6. Joint Undertaking to Change Name (not required if AI has provision on this commitment)
2. For corporations with foreign subscribers who want to register their investment with the
BSP, submit BSP standard bank certificate of inward remittance.
6. If payment of subscription is based on Land and/or Building/Condominium Unit:
1. Description of the property showing the name of its registered owner, location, area,
Transfer Certificate of Title (TCT) No., tax declaration number and the basis of the transfer
value (market value/ assessed value/ zonal value or appraised value);
2. Copy of TCT/Condominium Certificate of Title (CCT) and tax declaration sheet, as certified
by the Register of Deeds and the Assessor’s Office, respectively;
If transfer value: Latest zonal valuation certified by the Bureau of Internal Revenue;
1. If transfer value is based on appraised value: Appraisal reports by a licensed real estate appraiser (not
more than six (6) months old);
2. Deed of assignment with primary entry by the Register of Deeds;
3. If property is mortgaged: Mortgagee/creditor’s certification of outstanding loan balance and his consent
to the transfer of property;
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;
Affidavit of the transfer or that the building/condominium unit is existing and in good condition; and
1. Affidavit of undertaking by any incorporator or director to submit the proof of transfer of the property
within the prescribed period).
1. If payment of subscription is based on Untitled Land classified by the Bureau of Lands and the
Department of Environment and Natural Resources (DENR) as alienable and disposable lands are not
covered by the Comprehensive Agrarian Reform Law of 1988 (RA 6657):
1. Duplicate original or certified true copies, insofar as may be applicable, of:
1. Proof 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 at least
thirty (30) years and that the possessor had introduced improvements thereon, if any,
Certification from the authorized officer of the barangay where the property is
located, and at least two (2) adjoining property or claimants of the property; and
payment of corresponding local real estate taxes;
2. Tax declaration, tax receipts and local real estate tax clearance;
3. 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;
The subject property is not tenanted;
1. Affidavit of Non-Tenancy
1. Any deed, conveyance, mortgage, lease, or other voluntary instrument affecting the untitled 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;
2. Affidavit executed by the transferor attesting to the:
Existence (or non-existence) of easements over the untitled property;
Kind of description of the easement/s and its location; and
Whether the transferor is the dominant estate or the servient estate by virtue of such easement/s
3. 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;
1. Clearance or certification from the Department of Agrarian Reform attesting to the following:
1. There is no other application or claimant to the untitled land;
2. It has not issued any Certificate of Land Ownership Award (CLOA) over the property to any other
part; or
3. The land is exempted from the coverage of the Comprehensive Agrarian Program of the
government;
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Blue Print Survey of the Plan, as approved by the Bureau of Lands, showing the inclusion of such lands.
1. Affidavit of the transfer or that the inventories/furniture/personal properties are existing and in good
condition.
1. Certification by the corporate secretary of the investee company that the shares are in the name of the
assignor;
2. Photocopy of the stock certificates (the original copy should be presented for verification;
3. If shares of stock are listed in the stock exchange: Latest market quotation in the newspaper 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.
Appraisal report by a licensed automotive engineer (not more than six (6) months old);
1. Appraisal report by a licensed maritime of aeronautic engineer (not more than six (6) months old);
2. Deed of assignment of the vessel/aircraft to the corporation;
3. Affidavit of the transferor that the sea vessel/aircraft existing and in good condition;
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Affidavit of undertaking by any incorporator or director to submit the proof of transfer within the
prescribed period.
1. If payment of subscription is Net Asset (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;
Description of the properties with certificate of registration/titles and their respective book values, if
applicable;
Photocopy of the Certificate of Registration of motor vehicles (the original copy should be presented for
verification), if applicable;
1. Photocopy of the TCT/CCT and tax declaration sheet, as certified by the Register of Deeds and the
Assessor’s Office, respectively, if applicable; and
2. For single proprietorships: Department of Trade and Industry Certificate of Registration, if applicable.
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 if the same is made upon the corporation at its
home office
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1. 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;
2. Authenticated copy of the Articles of Incorporation with an English translation if in foreign language other
than English;
3. Proof of Inward Remittance, such as bank certificate;
4. Resident Agent’s acceptance of appointment (not required if the resident agent is the signatory in the
application form); and
5. Affidavit signed by the resident agent stating that the applicant is solvent and in sound financial condition
(for Representative Office and Branch Office of non-stock corporations)
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;
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1. Merger/Consolidation
1. Articles of Merger/Consolidation
2. Plan of Merger/Consolidation
List of stockholders of the constituent corporations before the merger/consolidation and list of
stockholders of the constituent corporations approving the merger/consolidation
1. Certification, under oath, by the corporate secretary, on the meetings of the directors and stockholders
of the constituent corporations approving the merger/consolidation
2. Audited financial statements of the constituent corporations as of the date not earlier than 120 days prior
to the date of filling of the application in accordance with PFRS 3 (Accounting Standard on Business
combination)
3. For absorbed corporations: Long-form audit report of item 5 (Disregard if the surviving corporation will
not issue shares of stock or create additional paid-in capital)
1. Increase of Foreign Equity (for corporations registered under the Foreign Investment Act) Mode of
Payment
1. Assignment of Filipino stockholdings to non-Philippine nationals
1. SEC Form No. F-101 or F-102
2. Original copy of the Deed of Assignment
2. Issuance of new stocks from the unsubscribed capital stock
1. SEC Form No. F-101 or F-102
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2. Form F-101
1. Merger or Consolidation
1. SEC Form No. F-101 or F-102
2. Requirements for merger or consolidation
2. 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
Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR.
Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR.
Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; and
1. Stock and transfer book of the corporation (to be presented for verification).
Letter request for earmarking of treasury bills for SEC deposit, stamped received by the Bureau of
Treasury; and
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1. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR.
Schedule of Fees
Legal Research Fee 1% of filing fee but not less than Php 10.00
For more information about the fees, please see SEC’s official website at http://www.sec.gov.ph/forms-and-
fees/schedule-of-fees (http://www.sec.gov.ph/forms-and-fees/schedule-of-fees).
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