Professional Documents
Culture Documents
Association of Insurers and Reinsurers
Association of Insurers and Reinsurers
Documentary Requirements:
Merger and Acquisition / Consolidation
4. Certification by the Corporate Secretary on the meeting of the Directors and stockholders/members 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 PFRS 3 (Accounting Standard on Business Combination)
(Disregard, if the surviving company will not issue shares of stock or create additional paid-in capital)
8. Publishers Affidavit of the merger or consolidation, if one or more of the constituent corporation(s) is/are insolvent 9. List of stockholders of record of the surviving corporation after the merger
2. Copy(ies) of official receipt(s), deposit slip(s)/bank Statement/passbook and Certificate of Inward Remittance (for foreign equity) 3. Trial balance as of the end of the month immediately preceding the submission of the requirements certified by the company accountant and which must include the additional capital infusion 4. Waiver of pre-emptive rights
Special Audit Report for applications to increase the authorized capital is dispensed with
For applications to increase the authorized capital stock of
corporations where the subscription to the increase is paid in cash except (a) listed companies, (b) public companies as defined in the Securities Regulation Code, (c) companies that offer or sell securities to the public, and (d) where the payment to the subscription to the increase is more than P10 million;
In lieu of such report, a notarized Subscription Contract
between the stockholder/s and treasurer stating the number of additional shares subscribed to and paid for shall be submitted by the corporation.
Voluntary Dissolution
1. Directors Certificate 2. Amended Articles of Incorporation
Voluntary Dissolution
6. Audited Financial Statements (AFS) as of last fiscal year, except: i. Where the application has ceased operation for at least one (1) year, it shall submit: a. AFS as of last fiscal year of operation; and b. Affidavit of non-operation certified under oath by the President and Treasurer ii. Where the application has no operation since incorporation, it shall submit: a. Balance Sheet certified under oath by the Treasurer and President b. Affidavit of non-operation certified under oath by the President and Treasurer c. Certificate of non-registration issued by the BIR
Voluntary Dissolution
6. Audited Financial Statements (AFS) as of last fiscal year, except: iii. Where the applicant is a stock corporation with paid-up of less than P50,000, 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 a total assets of less than P500,000, it shall submit its Balance Sheet as of last preceding fiscal year certified under oath by the President and Treasurer.