SEC.

179-
POWERS,FUNCTIONS,
AND JURISDICTION OF
THE COMISSION
Dela Pena, Joanne Leen
Reporter
  The Commission shall have the power and
SEC. 179, authority to:
POWERS, (a) Exercise supervision and jurisdiction
over all corporations and persons acting on
FUNCTIONS their behalf, except as otherwise provided
under this Code;
, AND (b) Pursuant to Presidential Decree No.
JURISDICTI 902-A, retain jurisdiction over pending
cases involving intra- corporate disputes
ON OF THE submitted for final resolution. The
COMISSION Commission shall retain jurisdiction over
pending suspension of
- payment/rehabilitation cases filed as of 30
June 2000 until finally disposed;
  The Commission shall have the power and
authority to:
(c) Impose sanctions for the violation
SEC. 179, of this Code, its implementing rules and
POWERS,FUN orders of the Commission;
(d) Promote corporate governance and
CTIONS, AND the protection of minority investors ,
JURISDICTION through, among others, the issuance of
rules and regulations consistent with
OF THE international best practices,
COMISSION- e)Issue opinions to
application of laws,
clarify the
rules and
regulations;
  The Commission shall have the power
SEC. 179, and authority to:
POWERS. (f) Issue cease and desist orders ex parte
FUNCTIONS to prevent imminent fraud or injury to the
public
, AND (g) Hold corporations in direct and
JURISDICTI indirect contempt
ON OF THE h) Issue sub poena duces tecum and
summon witnesses to appear in
COMISSION proceedings before the Commission;
-
 SEC. 179,  The Commission shall have the power
and authority to:
POWERS. (i)In appropriate cases, order the
FUNCTIONS examination, search and seizure of
documents, papers, files and records, and
, AND books of accounts of any entity or person
under ivestigation as as may be necessary
JURISDICTI for the proper disposition of the cases,
ON OF THE subject to the provisions of existing laws.
(j) Suspend or revoke the certificate of
COMISSION incorporation after notice and hearing;
-
  The Commission shall have the power and
SEC. 179, authority to:
POWERS. (k)Disso1ve or impose sanctions on
FUNCTIONS corporations, upon final court, order for
committing, aiding in the commission of, or
, AND in any manner of furthering securities
JURISDICTI violations, smuggling, tax evasion, money
laundering, graft and corrupt practices, or
ON OF THE other fraudulent or illegal acts;
COMISSION (l)Issue writs of execution and
attachment to enforce Payment of fees,
- administrative fines, and other dues
collectible under this code;
  The Commission shall have the power and
SEC. 179, authority to:
POWERS. (m) Prescribe the number of independent
FUNCTIONS directors and the minimum criteria in
determining the independence of a director;
, AND (n) Impose or recommend new modes by
JURISDICTI which a stockholder , member, director, or
trustee may attend meetings or cast their
ON OF THE votes, as technology may allow, taking into
account the companies scale, number of
COMISSION shareholders or members, structure, and
- other factors consistent with a basic right of
corporate suffrage;
 SEC. 179,
POWERS.  The Commission shall have the power and
authority to:
FUNCTIONS (o)Formulate and enforce standards,
, AND guidelines, policies, rules and regulations to
carry out the provisions of this code; and
JURISDICTI (p)exercise such other powers provided
ON OF THE by law are those which may be necessary or
incidental to carrying out the powers
COMISSION expressly granted to the Commission.
-
 SEC. 179, In imposing penalties and additional
monitoring and the supervision requirements,
POWERS. the Commission shall take into consideration
the size, nature of the business, and capacity
FUNCTIONS of the corporation.
No court below the Court of Appeals shall
, AND have jurisdiction to issue a restraining order,
JURISDICTI preliminary injunction, or preliminary
mandatory injunction in any case, dispute, or
ON OF THE controversy that directly or indirectly
interferes with the exercise of the powers,
COMISSION duties and responsibilities of the Commission
that falls exclusively within its jurisdiction.
-
 Comments:
SEC. 179, The law confirms the Commission’s authority
under the charter to have Supervision and
POWERS. control overall corporations and partnerships,
which are grantees of primary franchise and
FUNCTIONS slash or licensed to do business in the
Philippines. It has both regulatory and
, AND adjudicative functions. Its authority to decide
JURISDICTI intracohi rporate disputes including election
contests has been transferred to regular courts.
ON OF THE The code consolidates, restates and expands the
commissions powers functions, and jurisdiction.
COMISSION In particular, the code consolidates the
Commission’s Procedural powers under P. D.
- No. 902-A, and restates its powers under SRC.
 SEC. 179,
POWERS. a. Powers under P.D. no. 902-A
The code expands the commission's
FUNCTIONS, powers, functions and jurisdiction. It
AND reflects the powers and the
JURISDICTION Commission under PD No. 902-A, in
particular:
OF THE
a) to issue preliminary or permanent
COMISSION- injunctions, weather prohibitory or
mandatory, in all cases in which it has
A. POWERS jurisdiction, and which cases the
pertinent provisions of the rules of
UNDER P.D. NO. God shall apply;
902-A
 SEC. 179,
POWERS. b) to punish for contempt of the
FUNCTIONS, Commission, both direct and indirect,
in accordance with the pertinent
AND provisions of, and penalties
JURISDICTION prescribed by, the Rules of Court;
OF THE c) To compel the officers of any
COMISSION- corporation or association registered
why it to call meetings of
stockholders or members thereof
A. POWERS under its supervision;
UNDER P.D. NO.
902-A
 SEC. 179,
POWERS.
FUNCTIONS,
AND d) to pass upon the validity
JURISDICTION of the issuance and use of
OF THE proxies and voting trust
COMISSION- agreements for absent
stockholders or members;
A. POWERS
UNDER P.D. NO.
902-A
 SEC. 179,
e) to issue subpoena duces tecum
POWERS. and someone with this is to appear
FUNCTIONS, in any proceedings of the
AND Commission and in appropriate
JURISDICTION cases order search and seizure or
cause the search and seizure of all
OF THE documents , papers, files and
COMISSION- records as well as books of accounts
as of any entity or person under
A. POWERS investigation as may be necessary
for the proper disposition of the case
UNDER P.D. NO. before it;
902-A
 SEC. 179,
POWERS.
FUNCTIONS,
AND f) To impose fines and slash or
JURISDICTION penalties for violation of laws being
OF THE implemented by the Commission , the
COMISSION- pertinent rules and regulations, its
orders, decisions and slash or rulings;

A. POWERS
UNDER P.D. NO.
902-A
 SEC. 179,
g) to authorize the establishment and
POWERS. operation of stock exchanges,
FUNCTIONS, commodity exchanges and such
AND other similar organizations and to
JURISDICTION supervise and regulate the
same;Including the authority to
OF THE determine their number, size and
COMISSION- location, in the light of national
original requirements for such
A. POWERS activities wthe view to promote,
conserve or rationalize investment;
UNDER P.D. NO.
902-A
 SEC. 179,
h) To pass upon , refuse or deny, after
POWERS. consultation with the board of
FUNCTIONS, investments, department of industry,
AND national economic and development
authority or any other appropriate
JURISDICTION government agency, the application for
OF THE registration of any corporation,
COMISSION- partnership or association or any form
of organization falling within its
jurisdiction , if their establishment,
A. POWERS organization or operation will not be
UNDER P.D. NO. consistent with the declared national
economic policies;
902-A
 SEC. 179, i) To suspend, or revoke, after proper
POWERS. notice and hearing, the franchise or
certificate of registration of
FUNCTIONS, corporations, partnerships or
AND associations, upon any of the grounds
JURISDICTION provided by law comma including the
following :
OF THE 1) Fraud incurring in certificate of
COMISSION- registrations;
2) Serious misrepresentation as to
what the corporation can do or is doing
A. POWERS to the great prejudice of or damage to
UNDER P.D. NO. the general public;
902-A
 SEC. 179, 3) Refusal to comply or defiance of
POWERS. any lawful order of the Commission
FUNCTIONS, restraining commission of acts which
would amount to a grave violation of its
AND franchise;
JURISDICTION 4)Continuous in-operation for a
OF THE period of at least five years;
COMISSION- 5) Failure to file bylaws within the
required period;
6)Failure to file required reports in
A. POWERS appropriate forms as determined by the
UNDER P.D. NO. Commission within the prescribed
period;
902-A
 SEC. 179,
POWERS.
FUNCTIONS,
AND j) To exercise such other powers as
JURISDICTION implied necessary or incidental to
the carrying out the express powers
OF THE granted to the Commission or to
COMISSION- achieve the objectives and purposes
of this Decree.”
A. POWERS
UNDER P.D. NO.
902-A
 SEC. 179, In Relation to the specific provision
POWERS. of the code, the Commission is
vested with the following powers
FUNCTIONS, and functions:
AND a. Approve or disapprove
JURISDICTION applications for company
OF THE registration and amendments of
COMISSION- corporate charter, including changes
in the corporate term, mergers of
consolidations.
B. SPECIFIC b. Approve or disapprove
POWERS UNDER application for registration or
THE CODE amendment of bylaws. Tell
 SEC. 179,
POWERS. c. Summarily ordered the
FUNCTIONS, corporation to immediately cease
and desist from using impermissible
AND name and require the corporation to
JURISDICTION register a new one, cause the
OF THE removal of all visible signages,
COMISSION- marks, advertisements, labels, print,
and other effects bearing such
corporate name, and issue a
B. SPECIFIC certificate of incorporation under the
POWERS UNDER amended name.
THE CODE
 SEC. 179,
POWERS. If the corporation fails to comply
FUNCTIONS, with the Commission‘s order, the
AND Commission may hold the
JURISDICTION corporation and its responsible their
directors or officers in contempt
OF THE and/or hold them administratively,
COMISSION- civilly and/or criminally liable under
the code and other applicable laws
B. SPECIFIC and/or revoke the registration of the
POWERS UNDER corporation.
THE CODE
 SEC. 179,
POWERS. d. Place a corporation in a
FUNCTIONS, delinquency status or revoke its
AND registration, as the case may be, in
JURISDICTION case of non-use of corporate charter
or continuous in -operation , or in
OF THE case of failure to submit the
COMISSION- prescribed reports.
e. Determine corporations engaged
B. SPECIFIC in businesses vested in public
POWERS UNDER interest.
THE CODE
 SEC. 179,
POWERS. f. Issue orders as may be appropriate
FUNCTIONS, in case of unjustified non- holding
AND of election, including orders calling
JURISDICTION for special election and directing the
issuance of a notice stating the time
OF THE and place of the election, designated
COMISSION- presiding officer ,and in the record
date or dates for the determination
B. SPECIFIC of stockholders or members entitled
POWERS UNDER to vote.
THE CODE
 SEC. 179,
POWERS. g. Direct a petitioning shareholder
FUNCTIONS, or members to call a meeting,
whenever for any cost there is no
AND person authorized or the person
JURISDICTION authorized and justly refuses to call
OF THE a meeting.
COMISSION- h. Remove a director or trustee
elected despite the disqualification,
or whose disqualification arose or is
B. SPECIFIC discovered subsequent to an
POWERS UNDER election.
THE CODE
 SEC. 179,
POWERS.
FUNCTIONS, i. Impose on the board of directors
AND or trustees who, with knowledge of
JURISDICTION the disqualification, failed to remove
a disqualified corporate officer.
OF THE j. Register bonded indebtedness.
COMISSION- k. Approved the valuation of
permissible non- cash considerations
B. SPECIFIC for share subscription.
POWERS UNDER
THE CODE
 SEC. 179,
l. Relative to corporations whose
POWERS. securities are traded in trading
FUNCTIONS, markets, mandate the issuance of
AND shares in un- certificated or scripless
JURISDICTION form , and appointment of an
independent transfer agent.
OF THE m. Conduct the summary
COMISSION- investigation and claimed unjustified
refusal of the corporate to permit
B. SPECIFIC inspection and/or reproduction of
corporate records, and issue
POWERS UNDER appropriate order.
THE CODE
 SEC. 179,
POWERS. n. Accredit and regulate the activities
FUNCTIONS, of a stock and transfer agent.
AND o. Determine the propriety of a
JURISDICTION dissenting shareholder's exercise of
appraisal right.
OF THE p. Arbitrate and issue appropriate
COMISSION- orders to break deadlock in a closed
corporation.
B. SPECIFIC q. Mandate the dissolution of a close
POWERS UNDER corporation, in proper cases.
THE CODE
 SEC. 179,
POWERS.
FUNCTIONS, r. Dissolve a corporation, including
the dissolution of a corporation sole,
AND and involuntary dissolution as
JURISDICTION decreed by the courts.
OF THE s. Receive the bond of a single
COMISSION- stockholder who is likewise the self-
appointed treasurer have an OPC.
t. Convert an OPC into an ordinary
B. SPECIFIC stock corporation.
POWERS UNDER
THE CODE
 SEC. 179,
u. Approve or disapprove the
POWERS. application of a foreign corporation
FUNCTIONS, for a licensed to transact business in
AND the Philippines, amendment or
JURISDICTION withdrawal of such license, are all
revoke such license.
OF THE v.Upon service of summons or other
COMISSION- process in relation to a foreign
corporation, transmit by mail or copy
B. SPECIFIC of such summons or other legal
process to the corporation at its home
POWERS UNDER or principal office.
THE CODE