OPERATIONS MANUAL

Republic of the Philippines

Securities and Exchange Commission

OPERATIONS MANUAL

TABLE OF CONTENTS 1. Introduction

PAGE NO. 2

1.1. Scope

2

1.2. Content

2

1.3. System of Amendment and Revision

2

1.4. Distribution

3

2. Definition of Terms and Acronyms

4

3. General Information

6

3.1. Securities and Exchange Commission

6

3.2. Company Registration and Monitoring Department

10

4. Organization and Responsibilities

12

5. Operational Control and Supervision

17

6. Operating Procedures

20

6.1. Green Lane Unit

20

6.2. Corporate and Partnership Registration Division

23

6.3. Financial Analysis and Audit Division

37

6.4. Licensing Unit

42

6.5. Compliance Monitoring Division

48

6.6. Corporate Filing and Records Division

63

6.7. Public Assistance Center

76

6.8. Satellite Office

77

Page 1 of 85



OPERATIONS MANUAL 1. INTRODUCTION 1.1. SCOPE

This Manual covers the work processes of the Company Registration and Monitoring Department (CRMD) of the Securities and Exchange Commission (SEC) or the Commission, particularly the issuance of primary registration to domestic corporations and partnerships; issuance of license to operate to foreign corporations; issuance of secondary licenses to lending and financing companies, Real Estate Investment Trust (REIT) property and fund managers; licensing of capital market institutions such as investment houses, underwriter of securities, government securities eligible dealers, investment company advisers, mutual fund distributors and transfer agents, and their respective associated persons, compliance officers, salespersons, and certified investment solicitors; and monitoring of compliance of registered corporations with the laws administered by the Commission. 1.2. CONTENT It provides general information about the SEC and CRMD, and their organization and responsibilities. It explains the operational control and supervision, as well as the standard operating procedures adopted by the Department to maintain the quality of its services. 1.3. SYSTEM OF AMENDMENT AND REVISION The Director or the Head/s of Division of CRMD may initiate amendment or revision to this Manual. The proposed amendment or revision may result from change in the function, organizational structure, and/or standard operating procedure/s of the Department. The amendment or revision shall be reflected in the Manual upon written approval by the CRMD Director.

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OPERATIONS MANUAL 1.4. DISTRIBUTION

This Manual shall be distributed to all CRMD technical and support staff to serve as reference in the performance of their duties and responsibilities. This shall likewise be posted on the SEC Transparency Seal, in compliance with the directives of the Inter-Agency Task Force on the Harmonization of National Government Performance Monitoring, Information and Reporting System. However, it is not intended to, does not, and may not be relied upon by any party to create any rights, substantive or procedural, enforceable at law in any matter, administrative, civil or criminal. Neither shall it prevent the Department from adopting other rules and regulations as the exigencies of the business may warrant, nor place limitations on its conduct of the other lawful activities assigned to it by the Commission.

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OPERATIONS MANUAL 2. DEFINITION OF TERMS AND ACRONYMS 2.1. AAI

-

Amended Article of Incorporation

2.2. AAP

-

Amended Article of Partnership

2.3. AB

-

Amended By-Laws

2.4. AI/BL

-

Article of Incorporation/By-Laws

2.5. AD

-

Assistant Director

2.6. AP

-

Article of Partnership

2.7. AMLA

-

Anti-Money Laundering Act

2.8. BIR

-

Bureau of Internal Revenue

2.9. BO

-

Budget Officer

2.10. BP

-

Batas Pambansa

2.11. CA

-

Commonwealth Act

2.12. CAs

-

Certificate of Authority/s

2.13. CCP

-

Corporation Code of the Philippines

2.14. CFRD

-

Corporate Filing and Records Division

2.15. CMD

-

Compliance Monitoring Division

2.16. COP

-

Confirmation of Payment of Fines

2.17. CRMD

-

Company Registration and Monitoring Department

2.18. CRRD

-

Central Receiving and Releasing Division

2.19. DIL

-

Document Index List

2.20. DIS

-

Digital Imaging System

2.21. DTU

-

Document Tracking Unit

2.22. EIPD

-

Enforcement and Investor Protection Department

2.23. EO

-

Executive Order

2.24. ERN

-

Employer’s Registration Number

2.25. FAAD

-

Financial Analysis and Audit Division

2.26. FCA

-

Financing Company Act

2.27. FIA

-

Foreign Investment Act

2.28. FS

-

Financial Statement

2.29. GIS

-

General Information Sheet

2.30. IBRS

-

Integrated Business Registration System

2.31. LC

-

License Control

2.32. LCRA

-

Lending Company Regulation Act

2.33. LU

-

Licensing Unit Page 4 of 85



OPERATIONS MANUAL 2.34. LRF

-

Legal Research Fee

2.35. MS

-

Monitoring Sheet

2.36. MSRD

-

Markets and Securities Regulation Department

2.37. NOC

-

Notice of Conference

2.38. OGA

-

Office of General Accountant

2.39. OGC

-

Office of General Counsel

2.40. OR

-

Official Records

2.41. PAF

-

Payment Assessment Form

2.42. Pag-IBIG

-

Home Development Mutual Fund

2.43. PD

-

Presidential Decree

2.44. PhilHealth -

Philippine Health Insurance

2.45. PRU

-

Public Reference Unit

2.46. RA

-

Republic Act

2.47. REIT

-

Real Estate Investment Trust

2.48. RRN

-

Reference Reservation Number

2.49. RHQ

-

Regional Headquarters

2.50. RO

-

Receiving Officer

2.51. ROHQ

-

Regional Operating Headquarters

2.52. SRU

-

Staff Research Unit

2.53. SSS

-

Social Security System

2.54. STB/MB

-

Stock Transfer Book/Membership Book

2.55. TCT

-

Transfer Certificate of Title

2.56. TIN

-

Tax Identification Number

2.57. SEC

-


2.58. SRC

-

Securities Regulation Code

2.59. SRO

-

Self-Regulatory Organization

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OPERATIONS MANUAL 3. GENERAL INFORMATION

3.1. SECURITIES AND EXCHANGE COMMISSION (SEC) 3.1.1.

SEC MANDATE

The SEC is the national government regulatory agency charged with supervision over the corporate sector, the capital market participants, the securities and investment instruments market, and the investing public. Created on October 26, 1936 by the Commonwealth Act (CA) 83 also known as The Securities Act, the Commission was tasked to regulate the sale and registration of securities, exchanges, brokers, dealers and salesmen.

Subsequent laws were enacted to

encourage investments and more active public participation in the affairs of private corporations and enterprises, to broaden the Commission’s mandates, powers and functions; and in recent years, to give greater focus on the Commission’s role in capital market development, fostering good governance and enhancing investor protection. Subsequent laws enacted to broaden the Commission’s mandates, powers, and functions were: 

The SEC Reorganization Act or Presidential Decree (PD) 902-A in 1976, as subsequently amended by PDs 1653, 1758 and 1799, which reorganized the Commission to give it ample powers to protect the public and their investments. Under the Act, the Commission was reorganized into a collegial body; and was given additional powers and functions, including quasijudicial powers over intra-corporate disputes as well as absolute jurisdiction, supervision and control over all corporations, partnerships or associations, that are the grantees of primary franchise and/or a license or permit issued by the government to operate in the Philippines.



The Corporation Code of the Philippines (CCP) or the Batas Pambansa (BP) 68 in 1980, which gave the SEC the mandate to register corporations, collect fees from registering corporations, and prescribe reportorial requirements. Along with the granting of authority to register corporations, it empowered SEC to reject articles of incorporation or disapprove any amendment thereto if the same is not in compliance with the requirements of BP 68. Likewise, it Page 6 of 85



OPERATIONS MANUAL

authorized SEC to promulgate rules and regulations reasonably necessary to enable it to perform its duties particularly in the prevention of fraud and abuses on the part of the controlling stockholders, members, directors, and trustees or officers of corporations. 

The Revised Securities Act or BP 178 in 1982, which repealed CA 83 in its entirety to give way to a new statute that would enable the SEC to keep pace with new and more complex securities instruments, trading vehicles and strategies. The BP 178 provided, among others, for a more sophisticated disclosure mechanism of securities to be offered to investors.



The Securities Regulation Code (SRC) or Republic Act (RA) 8799 in 2000, which provided for the SEC reorganization to give greater focus on the Commission’s role in capital market development, fostering good corporate governance and enhancing investor protection. The SRC also provided for the transfer of the Commission’s jurisdiction over all cases enumerated under Section 5 of PD 902-A to the Courts of general jurisdiction or the appropriate Regional Trial Court. The SRC also defined in clear terms fraud and criminal offenses related to securities transactions, and strengthened SEC regulatory functions over all entities dealing in securities.

Today, the SEC is tasked with “serious responsibility of enforcing all laws affecting corporations and other forms of associations not otherwise vested in some other government offices.”

In addition to the aforementioned laws, the Commission

also implements and acts either as lead or support agency in administering and enforcing special laws, the more significant of which are:



Anti-Money Laundering Act (AMLA) of 2001 (RA 9160, as amended)



Credit Information System Act of 2008 (RA 9510)



Lending Company Regulation Act (LCRA) of 2007 (RA 9474)



Financing Company Act (FCA) (RA 5980, as amended)



Investment Company Act (RA 2629, as amended)



Investment Houses Law (PD 129)



Retail Trade Liberalization Act of 2000 (RA 8762)



Foreign Investments Act of 1991 (RA 7402, as amended)



Omnibus Investments Code of 1987 (Executive Order 226, Book III)



Anti-Dummy Law (CA 108, as amended) Page 7 of 85



OPERATIONS MANUAL 

Civil Code of the Philippines (RA 386, Title IX – Partnership)



Securitization Act of 2004 (RA 9267)



Special Purpose Vehicle Act of 2002 (RA 9182)



Access Devices Regulation Act of 1999 (RA 8484)



Real Estate Investment Trust Act of 2009 (RA 9856)



Personal Equity and Retirement Account Act of 2008 (RA 9505)

3.1.2.

SEC MISSION

To strengthen the corporate and capital market infrastructure of the Philippines, and to maintain a regulatory system, based on international best standards and practices, that promotes the interests of investors in a free, fair and competitive business environment. We shall be guided in this mission by the values of integrity, professionalism, accountability, independence and initiative.

3.1.3.

SEC VALUES

Integrity We are morally upright, honest and sincere in our private and public lives.

Professionalism We consistently implement the law, provide timely and accurate information to investors, and render efficient and competent service to the public.

Accountability We abide by prescribed ethical and work standards in government service.

Independence We act without fear or favor, and render sound judgment in the performance of our duties and responsibilities.

Initiative We are strategic and forward-looking in the fulfillment of our developmental and regulatory functions

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OPERATIONS MANUAL

3.1.4.

SEC VISION

We foresee that, by December 31, 2015, the Commission has fully implemented its three-year program to build its physical and ICT infrastructure, and harnessed the skills and expertise of highly competent and motivated staff, for the efficient and effective performance of its duties and responsibilities.

3.1.5.

SEC ORGANIZATIONAL STRUCTURE

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OPERATIONS MANUAL

3.2. COMPANY REGISTRATION AND MONITORING DEPARTMENT (CRMD) 3.2.1.

CRMD FUNCTIONS1

3.2.1.1. Registers domestic corporations and partnerships; 3.2.1.2. Processes applications for amendment of articles of incorporation/articles of partnership, by-laws, mergers, and other corporate reorganizations that require the prior approval of the Commission; 3.2.1.3. Licenses foreign corporations doing business in the Philippines and multinational companies; 3.2.1.4. Licenses lending, financial companies and capital market participants; 3.2.1.5. Monitors compliance by registered domestic/licensed foreign corporations with their reportorial responsibilities under the Corporation Code and other existing laws; 3.2.1.6. Maintains custody over registration documents and documents that it has acted upon or directly filed with it; 3.2.1.7. Verifies and reserves proposed company names and issues certification on corporate filings and information; 3.2.1.8. Revokes certificates of incorporation/license to do business for noncompliance with reportorial requirements and other pertinent laws implemented by the Commission; 3.2.1.9. Attends court hearings and processes as witness and as resource person in inter-agency

meetings

and

provides

corporate

records

to

other

government agencies; 3.2.1.10. Hears/decides administrative cases within the Department jurisdiction; 3.2.1.11. Acts on Petition for Change of Corporate Name; 3.2.1.12. Undertakes special studies on corporate problems relating to registration and monitoring of corporations submitted to the Commission by the public and government agencies and instrumentalities and develops, recommends policies on registration and monitoring of corporations and licensed foreign corporations; 3.2.1.13. Attends to public queries; and,

SEC Office Order No. 819, series of 2014 (“Revision of SEC Office Order No. 512, s. 2013 on the Renaming of Departments/Divisions, Realignment of Functions and Reassignment of Personnel”) 1

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OPERATIONS MANUAL

3.2.1.14. Performs such other functions as may be directed by the Chair and Commissioners. 3.2.2.

CRMD MISSION

To spearhead in developing and maintaining a competent regulatory system based on international standards by providing fast, efficient, effective, transparent, credible and quality public service through honest, hardworking, competent and dedicated people. 3.2.3. CRMD OBJECTIVES 3.2.3.1. To facilitate the early release of certificates of registration of domestic corporations and partnerships, licenses of foreign corporation and partnerships and the immediate processing of other corporate transactions directly filed with it and requiring prior approval of the Commission through the uniform application of the standard rules and procedures as herein provided. 3.2.3.2. To effectively and efficiently monitor corporations’ compliance with SEC reportorial requirements and impose the corresponding penalties such as fines, suspension or revocation of certificates of registration. 3.2.3.3. To render advisory assistance to walk-in clients or through phone and emailed queries. 3.2.3.4. To send duly authorized representatives to supervise or act as observers in stockholders/membership

meetings

upon

request

of

parties

or

corporations if deemed appropriate. 3.2.3.5. To issue/promulgate rules, regulations and guidelines that effectively reduce documentary requirements and/or further streamline procedures for corporate registration and monitoring. 3.2.3.6. To closely coordinate and cooperate with other SEC departments, government agencies and private entities in the implementation of corporate rules and regulations or in addressing corporate matters. 3.2.3.7. To provide accurate and reliable information on corporations and partnerships through the issuance of Certifications of status of corporations, verification of corporate names, production of certified documents or records, or attendance in court hearings when summoned. Page 11 of 85



OPERATIONS MANUAL 4. ORGANIZATION AND RESPONSIBILITIES

4.1. CRMD ORGANIZATIONAL STRUCTURE

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OPERATIONS MANUAL 4.2. DUTIES AND RESPONSIBILITIES 4.2.1.

CORPORATE AND PARTNERSHIP REGISTRATION DIVISION (CPRD)

4.2.1.1.

Registers corporations and partnerships;

4.2.1.2.

Processes applications for amendments of articles of incorporation / partnership, by-laws, mergers, voting trust agreements and other corporate activities that require the prior approval of the Commission;

4.2.1.3.

Handles petitions for correction of articles of incorporation, by-laws, amended articles of incorporation, and amended by-laws;

4.2.1.4.

Handles petitions for revocation of amended articles of incorporation and amended by-laws;

4.2.1.5.

Handles petitions for revocation of certificate of incorporation on the ground of fraud in the procurement thereof (statement of false TIN/address);

4.2.1.6.

Licenses foreign companies and multinational companies, processes applications for amendment of said licenses, change of resident agent and withdrawal of licenses;

4.2.1.7.

Attends, as resource persons or lecturers, the Board of Investments and inter-agency meetings and private sectors activities involving updates on rules/requirements on registration and investor assistance;

4.2.1.8.

Answers legal queries on issues involving the Division’s functions;

4.2.1.9.

Encodes data on applications for registration of corporation and partnerships; and,

4.2.1.10. Performs such other functions as may be assigned by the Department Director, the Commission En Banc or the Chairperson.

4.2.2.

FINANCIAL ANALYSIS AND AUDIT DIVISION (FAAD)

4.2.2.1.

Examines documents and/or analyses financial statements of corporations with application for: a. Articles of Incorporation (non-cash); b. Increase/Decrease of capital Stock; c. Confirmation of Valuation / Confirmation under 10.1; Page 13 of 85



OPERATIONS MANUAL

d. Creation of Additional Paid-Up Capital e. Merger and Consolidation; f.

Reclassification, declassification and conversion of shares and change in par value;

g. Dissolution; h. Equity Restructuring and Quasi-Reorganization; and i. 4.2.2.2.

Property Dividend Declaration;

Issues certificates of approval of corporation with application for: a. Equity Restructuring and Quasi-Reorganization; and b. Property Dividend Declaration; c. Increase of Capital Stock (except where the paid-up capital is in the form of property and with amendments to Article I, II and with FIA application) d. Confirmation of Valuation/Confirmation under 10.1 (except where the paid-up capital is in the form of property and with FIA application) e. Creation of Additional Paid-up Capital f.

4.2.2.3.

Dissolution

Issues Certificates on capital structure, paid-up capital and percentage of nationality ownership of corporations;

4.2.2.4.

Answers queries on financial issues involving the Division’s functions;

4.2.2.5.

Issues acknowledgement letter on stock and cash dividend declaration; and,

4.2.2.6.

Performs such other functions as may be directed by the Department Director, the Commission En banc or the Chairperson.

4.2.3.

LICENSING UNIT (LU)

4.2.3.1.

Licenses financing and lending companies, both for the main and branch offices;

4.2.3.2.

Licenses Brokers and/or Dealers in securities, its branches, associated persons and salesmen; processes applications for renewal of their respective licenses;

4.2.3.3.

Licenses Investment Houses, Underwriter of Securities, Government Securities Eligible Dealers, Investment Company Advisers, and Mutual fund Distributors, their branches, associated persons, compliance officers, Page 14 of 85



OPERATIONS MANUAL

salesmen and certified investment solicitors; processes applications for renewal of their respective licenses; 4.2.3.4.

Licenses Transfer Agents and processes applications for renewal of their respective licenses;

4.2.3.5.

Licenses REIT Property Managers and REIT Fund Managers;

4.2.3.6.

Encodes data on applications of foreign and multinational corporations for a license to do business in the Philippines;

4.2.3.7.

Answers legal queries on matters involving the Unit’s functions; and,

4.2.3.8.

Performs such other functions as may be directed by the Department Director, the Commission En Banc or the Chairperson.

4.2.4.

COMPLIANCE MONITORING DIVISION (CMD)

4.2.4.1.

Monitors compliance of domestic and foreign corporations without secondary

licenses

(except

foundations)

with

the

Commission’s

reportorial requirements, and with the Corporation Code of the Philippines, Commission’s rules and regulations, and other pertinent laws implemented by the Commission; 4.2.4.2.

Handles

revocation

of

certificate

of

incorporation/license

of

domestic/foreign corporations without secondary licenses (except foundations) for non-compliance with reportorial requirements; 4.2.4.3.

Handles petitions to set aside order of revocation of certificate of incorporation or corporations;

4.2.4.4.

Issues Certifications on the status of corporations;

4.2.4.5.

Attends stockholders/members’ meetings upon request for the parties;

4.2.4.6.

Attends court hearings in compliance with the subpoena or order issued by the courts;

4.2.4.7.

Answers legal queries on issues involving the Division’s functions;

4.2.4.8.

Researches and drafts rules and regulations relevant to the Division’s functions; and,

4.2.4.9.


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OPERATIONS MANUAL 4.2.5.

CORPORATE FILING AND RECORDS DIVISION (CFRD)

4.2.5.1.

Verifies and reserves proposed corporate, partnership and business names;

4.2.5.2.

Receives applications and petitions relating to the Department’s functions;

4.2.5.3.

Registers Stock and Transfer/Membership Book;

4.2.5.4.

Maintains the custody of official records of the Department and ensures the records are available upon request;

4.2.5.5.

Issues Certifications on corporate registration and filing;

4.2.5.6.

Authenticates copies of documents on file with the Commission as required by the public, different government agencies and by SEC Internal Users;

4.2.5.7.

Encodes: a. SEC internal documents, such as but not limited to Certificate of Payment, Registration of Stock and Transfer/Membership Book, Petition for Correction, Order of Revocation, and Setting Aside of Order of Revocation; b. Data of applications for amendments, increase/decrease of capital stock, mergers and quasi-reorganization; c. Data of corporations/partnerships registered with, and updates amendments approved by, the Extension Offices;

4.2.5.8.

Attends court hearings in compliance with the subpoena and order issued by the courts;

4.2.5.9.

Oversees destruction of records under appropriate law and the Commission’s rules and regulations; and,

4.2.5.10. Performs such other functions as may be directed by the Department Director, the Commission En banc or the Chairperson. 4.2.6.

SATELLITE OFFICE (SO)

4.2.6.1.

Registers corporations and partnerships;

4.2.6.2.

Processes applications for amendments of articles of incorporation/ partnership, by-laws, mergers, voting trust agreements and other corporate activities that require the prior approval of the Commission; Page 16 of 85



OPERATIONS MANUAL 4.2.6.3.

Licenses foreign companies and multinational companies, processes applications for amendment of said licenses, change of resident agent and withdrawal of licenses;

4.2.6.4.

Answers legal queries on issues involving the CPRD’s functions;

4.2.6.5.

Monitors compliance of domestic and foreign corporations without secondary

licenses

(except

foundations)

with

the

Commission’s

reportorial requirements, and with the Corporation Code of the Philippines, Commission’s rules and regulations, and other pertinent laws implemented by the Commission; 4.2.6.6.

Verifies and reserves proposed corporate, partnership and business names; and,

4.2.6.7.


5. OPERATIONAL CONTROL AND SUPERVISION 5.1. POWERS OF AUTHORITY The Commission shall have, among others, the following powers and functions as provided in Section 5 of the SRC: 5.1.1.

Have jurisdiction and supervision over all corporations, partnerships or associations that are the grantees of primary franchises and/or a license or permit issued by the Government;

5.1.2.

Formulate policies and recommendations on issues concerning the securities market, advise Congress and other government agencies on all aspects of the securities market and propose legislation and amendments thereto;

5.1.3.

Approve, reject, suspend, revoke or require amendments to registration statements, and registration and licensing applications;

5.1.4.

Regulate, investigate or supervise the activities of persons to ensure compliance;

5.1.5.

Supervise, monitor, suspend or take over the activities of exchanges, clearing agencies and other SROs; Page 17 of 85



OPERATIONS MANUAL 5.1.6.

Impose sanctions for the violation of laws and the rules, regulations and orders issued pursuant thereto;

5.1.7.

Prepare, approve, amend or repeal rules, regulations and orders, and issue opinions and provide guidance on and supervise compliance with such rules, regulations and orders;

5.1.8.

Enlist the aid and support of and/or deputize any and all enforcement agencies of the Government, civil or military as well as any private institution, corporation, firm, association or person in the implementation of its powers and functions under this Code;

5.1.9.

Issue cease and desist orders to prevent fraud or injury to the investing public;

5.1.10.

Punish for contempt of the Commission, both direct and indirect, in accordance with the pertinent provisions of and penalties prescribed by the Rules of Court;

5.1.11.

Compel the officers of any registered corporation or association to call meetings of stockholders or members thereof under its supervision;

5.1.12.

Issue subpoena duces tecum and summon witnesses to appear in any proceedings of the Commission and in appropriate cases, order the examination, search and seizure of all documents, papers, files and records, tax returns, and books of accounts of any entity or person under investigation as may be necessary for the proper disposition of the cases before it, subject to the provisions of existing laws;

5.1.13.

Suspend, or revoke, after proper notice and hearing the franchise or certificate of registration of corporations, partnerships or associations, upon any of the grounds provided by law; and,

5.1.14.

Exercise such other powers as may be provided by law as well as those which may be implied from, or which are necessary or incidental to the carrying out of, the express powers granted the Commission to achieve the objectives and purposes of these laws.

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OPERATIONS MANUAL

5.2. SUPERVISORY AND OPERATIONAL CONTROLS 2 5.2.1.

All actions of departments and offices – including memoranda, opinions or letters addressed to the public or any personnel – shall, unless otherwise decided by the Supervising Commissioner, be subject to his or her review or approval;

5.2.2.

No item shall be submitted to the Chairperson for inclusion in the En Banc agenda unless it bears the endorsement (whether favourable or unfavourable) of the Supervising Commissioner concerned;

5.2.3.

Notwithstanding

the

exercise

of

supervisory

authority

by

a

Commissioner, the Directors shall remain accountable and responsible for the performance of the duties and responsibilities of their respective departments or offices; 5.2.4.

Any Director who disagrees with, or has reservations or concerns about any action or decision by his or her Supervising Commissioner shall put such disagreement, reservation or concern in writing and submit it to the Chairperson and Supervising Commissioner before the subject action or decision is implemented; and,

5.2.5.

The Supervising Commissioner shall (i) see to it that all his or her actions are in accordance with law and applicable rules and regulations; (ii) give due regard and respect to the comments and recommendations of the Directors concerned; (iii) consult, where necessary and appropriate, the other Commissioners on inter-departmental matter; and (iv) refer to the En Banc issues that relate to policy, sanctions, novel questions of law and such other matters that, in his or her judgment, require the collective action of the Commission.

6. OPERATING PROCEDURES

SEC Office Order No. 426, series of 2014 (“Supervisory Functions over Departments and other Offices”) 2

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OPERATIONS MANUAL

GREEN LANE UNIT (GLU) under Office of the Director (OD) PROCEDURE NUMBER:

GLU 1-01

PROCEDURE TITLE:

Registration of STOCK CORPORATION WORK PROCESS

TYPE OF APPLICATION

PERSON/STAFF DESIGNATED

1. 100% Filipino equity participation

Service Contractual

2. 60% Filipino and 40% Foreign equity participation

Securities Specialist/ Service Contractual

b. Application with more than 40% foreign equity c. Subscriptions paid in modes other than cash

1. Receive and assign application to processor for pre-processing based on first come, first served based on the number queuing 2. Evaluate/pre-process registration forms and other documentary requirements For INCOMPLETE application, Processor returns and advises the applicant to comply with the deficiencies, start with No. 1

Except: a. Application requiring secondary license

PROCESSORS' PROCEDURE

Securities Specialist/Service Contractual

3. Prepare Payment Assessment Form (PAF) and instruct applicant (a) to pay at the Cashier and (b) advise when the Certificate of Incorporation can be claimed

Service Contractual

4. Receive application, with proof of payment, input RRN in the i-register system to generate SEC number and BIR Tax Identification Number (TIN)

Service Contractual

5. Input Corporate name and SEC No. in the Masterlist and print Certificate of Incorporation via SEC i-register 6. Review application and endorse for signing of Director

Assistant Director For application WITH DEFICIENCIES, return to No. 2 then back to No. 6 once deficiencies are complied with

7. Sign certificate of incorporation

SUBJECT OF EVALUATION

PROCESSING TIME

Compliance with the following:

ONE DAY Applications filed before 11:00 AM approved the same day; filed after 11:00AM, approved not later than 12 noon of the following working day.

Provisions of the Corporation Code of the Philippines, SEC rules and regulations and other existing laws. M.C. No. 21 s. of 2013 on Omnibus Guidelines and Procedures on the use of Corporate and Partnership names Anti-Dummy law requirements on composition of the Board M.C. No, 8 s. of 2013 on Filipino-foreign ownership on nationalized and partly nationalized activities E.O. 389: 9th Foreign Investment Negative List M.C. No. 3 s of 2006 on principal office and SEC MC No. 6 s. of 2014 on amendment of the principal office address SEC Resolution dated September 18, 2003 on the date of annual meeting

CRMD Director For application WITH DEFICIENCIES, return to No. 6, back to No. 2 once deficiencies are complied with, return to No. 6

Service Contractual

8. Generate employer’s registration number (ERN) from the social agencies (i.e., SSS, Pag-IBIG and PhilHealth) and print Unified Registration Record ( URR) through the Integrated Business Registration System (IBRS)

Service Contractual

9. Encode Work Assignment Status via SEC i-register

SEC Asst. Computer Operator

10. Release and forward certificate of incorporation to Releasing Unit, CFRD-CRMD, 2nd Floor

E.O. 98 dated April 28, 1999 on Tax Identification Number (TIN) MC No. 1 s. of 2013 on mandatory TIN of foreign investors

Page 20 of 85



OPERATIONS MANUAL

PROCEDURE NUMBER: PROCEDURE TITLE:

GLU 1-02 Registration of NON-STOCK CORPORATION WORK PROCESS

TYPE OF APPLICATION

PERSON/ STAFF DESIGNATED

1. Ordinary nonstock

Service Contractual

2. Foundations 3. Federations 4. Religious Aggregate

1. Receive and assign application to processor for pre-processing based on first come, first served based on the number queuing 2. Evaluate registration documents and other documentary requirements

Securities Specialist/ Service Contractual For INCOMPLETE application, Processor returns and advises the applicant to comply with the deficiencies, start with No. 1

5. Corporation Sole 6. Condominium Corporation


Securities Specialist/ service contractual

Service Contractual

Service Contractual


4. Receive application with proof of payment, input RRN in the i-register system to generate SEC number and BIR Tax Identification Number (TIN)

SUBJECT OF EVALUATION Compliance with the following: Provisions of the Corporation Code of the Philippines, SEC rules and regulations and other existing laws M. C. No. 21 s. of 2013 on Omnibus Guidelines and Procedures on the use of Corporate and Partnership names


M.C. No. 3 s of 2006 on principal office and SEC MC No. 6 s. of 2014 on amendment of the principal office address SEC Resolution dated September 18, 2003 on the date of annual meeting

5. Input Corporate name and SEC No. in the Masterlist and print Certificate of Incorporation via SEC i-register

E.O. 98 dated April 28, 1999 on Tax Identification Number (TIN)

6. Review application and endorse for signing of Director

M.C. No. 1 s. of 2013 on mandatory TIN of foreign investors

Assistant Director

PROCESSING TIME

For application WITH DEFICIENCIES, return to No. 2 then back to No. 6 once deficiencies are complied with

7. Sign certificate of incorporation CRMD Director For application WITH DEFICIENCIES, return to No. 6, back to No. 2 once deficiencies are complied with, return to No. 6

Service Contractual



9. Release and forward certificate of incorporation to Releasing Unit, CFRD-CRMD, 2nd floor

Page 21 of 85



OPERATIONS MANUAL


GLU 1-03 Recording of DOMESTIC PARTNERSHIPS WORK PROCESS

TYPE OF APPLICATION 1. Domestic Partnership



Service Contractual

1. Assign application to processor for pre-processing on first come, first served based on the number queuing

2. General Partnership 3. Limited Partnership 4. Professional Partnership


2. Evaluate /pre-process registration application and other documentary requirements For INCOMPLETE application, Processor returns and advises the applicant to comply with the deficiencies, start with No. 1



Service Contractual


Service Contractual


Assistant Director

6. Review application and endorse for signing of Director For application WITH DEFICIENCIES, return to No. 2 then back to No. 6 once deficiencies are complied with


PROCESSING TIME

Compliance with the following: Requirements of the Civil Code of the Philippines and other existing laws M.C. No. 21 s. of 2013 on Omnibus Guidelines and Procedures on the use of Corporate and Partnership names M.C. No, 8 s. of 2013 on Filipino-foreign ownership on nationalized and partly nationalized activities


M.C. No. 3 s of 2006 on principal office and SEC MC No. 6 s. of 2014 on amendment of the principal office address E.O. 98 dated April 28, 1999 on Tax Identification Number (TIN) MC No. 1 s. of 2013 on mandatory TIN of foreign investors

7. Sign certificate of incorporation CRMD Director For application WITH DEFICIENCIES, return to No. 6, back to No. 2 once deficiencies are complied with, return to No. 6

Service Contractual




Page 22 of 85



OPERATIONS MANUAL

CORPORATE AND PARTNERSHIP REGISTRATION DIVISION (CPRD) PROCEDURE NUMBER: CPRD 1-01 PROCEDURE TITLE: Registration of STOCK CORPORATION whose paid-up capital is CASH WORK PROCESS TYPE OF APPLICATION


1. 100% Filipino Equity Participation

SEC Support Clerical/ SEC Computer Operator

2. 60% Filipino40%- Foreign Equity Participation 3. MORE THAN 40% Foreign Equity Participation with PEZA, SBMA, CDCC & other Economic Zones (RA #7916 & RA #77227) 4. MORE THAN 40% Foreign Equity participation under Foreign Investments Act


1. Receive and assign application to processor for pre-processing on first come, first served based on the number queuing 2. Evaluate/ pre-process registration documents and other documentary requirements

SEC Specialist/ SEC Securities Counsel II & III

For INCOMPLETE application, Processor issue CHECKLIST of deficiencies, once complied go to no.1

3. Prepare Payment Assessment Form (PAF) and instruct applicant (a) to pay at the Cashier and (b) advise when the Certificate of Incorporation can be claimed SEC Support Clerical/ SEC Computer Operator




Assistant Director

6. Review application and endorse for signing of Director For other deficiencies or corrections, return application to No. 2

7. Sign certificate of incorporation CRMD Director For other deficiencies or corrections, return application to No. 6


SEC Support Clerical/SEC Asst. Computer Operator




PROCESSING TIME

Compliance with the following: Provisions of the Corporation Code of the Philippines, SEC rules and regulations and other existing laws.

Applications with complete requirements filed shall be approved within one (1) to two (2) working days.

M.C. No. 21 s. of 2013 on Omnibus Guidelines and Procedures on the use of Corporate and Partnership names Anti-Dummy requirements composition Board

of

law on the

E.O. 389: 9th Foreign Investment Negative List M.C. No. 3 s of 2006 on principal office and SEC MC No. 6 s. of 2014 on amendment of the principal office address SEC Resolution dated September 18, 2003 on the date of annual meeting E.O. 98 dated April 28, 1999 on Tax Identification Number (TIN) M.C. No, 8 s. of 2013 on Filipino-foreign ownership on nationalized and partly nationalized activities MC No. 1 s. of 2013 on mandatory TIN of foreign investors

Page 23 of 85



OPERATIONS MANUAL PROCEDURE NUMBER: PROCEDURE TITLE:

TYPE OF APPLICATION Mode of payment: 1. Land and/Building/ Condominiu m Units 2. Untitled Lands 3. Inventories/ Furniture/ Personal Properties 4. Heavy Equipment and Machinery 5. Shares of Stock

CPRD 1-02 Registration of STOCK CORPORATION whose paid-up capital is in the form OTHER THAN CASH WORK PROCESS

PERSON/STAFF DESIGNATED SEC Support Clerical/ SEC Computer Operator FAAD Assistant Director

Financial Specialist II/ Financial Specialist III


Securities Specialist I/ Securities Counsel III

2. Assign application to FAAD Examiner for pre-processing 3. Evaluate financial aspect of the registration application and other documentary requirements and forward to CPRD

4. Accept the application from FAAD and assign to CPRD Processor for pre-processing 5. Evaluate /pre-process legal aspect of registration application and other documentary requirements For INCOMPLETE application, Processor issue CHECKLIST of deficiencies, once complied go to no.3

6. Prepare Payment Assessment Form (PAF) and (a) instruct applicant to pay at the Cashier and (b) advise when the Certificate can be claimed

7. Sea Vessel/Aircra ft

9. NET ASSETS (by way of conversion of single proprietorshi p/ partnership into corporation or by way of spin-off)

1. Receive application on a first comefirst served basis based on number queuing and forward to FAAD AD

If INCOMPLETE, Processor issue CHECKLIST of deficiencies before forwarding records to CPRD

6. Motor Vehicles

8. Intangibles


SEC Support Clerical

Financial Specialist II/ Financial Specialist III FAAD Assistant Director

7. Receive and record the paid application and forward the same to assigned FAAD Examiner 8. Prepare report and submit to FAAD AD 9. Review and initial the report and forward the application and report to CPRD


PROCESSING TIME

Compliance with the following: Provisions of the Corporation Code of the Philippines, SEC rules and regulations and other existing laws.

Applications with complete requirements filed shall be approved within five (5) to ten (10) working days

M.C. No. 21 s. of 2013 on Omnibus Guidelines and Procedures on the use of Corporate and Partnership names Anti-Dummy law requirements on composition of the Board E.O. 389: 9th Foreign Investment Negative List M.C. No. 3 s. of 2006 on principal office and SEC MC No. 6 s. of 2014 on amendment of the principal office address SEC Resolution dated September 18, 2003 on the date of annual meeting E.O. 98 dated April 28, 1999 on Tax Identification Number (TIN) M.C. No, 8 s. of 2013 on Filipino-foreign ownership on nationalized and partly nationalized activities M.C. No. 1 s. of 2013 on mandatory TIN of foreign investors M.C. No. 14, s. of 2013 amending Guidelines covering the use of the properties that require ownership registration as paid-up capital of corporation dated September 1994

Page 24 of 85



OPERATIONS MANUAL

If not in order, report will be returned to examiner with findings; once corrections are made, examiner re-submits the report


10. Receive application and report from FAAD, input RRN in the i-register system to generate SEC number and BIR Tax Identification Number 11. Input corporate name and SEC No. in the Masterlist and print Certificate of Incorporation via SEC i-register.

CPRD Assistant Director

CRMD Director

SEC Support Clerical/SEC Computer Operator SEC Support Clerical/ SEC Asst. Computer Operator

12. Review application and endorse for signing of Director If there are other corrections, return application to no. 5. Once corrections are made, back to no. 10

13. Sign certificate of incorporation (For other deficiencies or corrections, return application to No. 12)



Page 25 of 85




CPRD 1-03 Registration of NON-STOCK CORPORATION WORK PROCESS

TYPE OF APPLICATION


1. Ordinary nonstock


2. Foundations

PROCESSORS PROCEDURE 1. Assign application to processor for pre-processing based on first come, first served based on the number queuing

3. Federations 4. Religious Aggregate


2. Evaluate/pre-process registration application and other documentary requirements For INCOMPLETE application, Processor issue CHECKLIST of deficiencies, once complied go to no.1

5. Corporation Sole 6. Condominium Corporation


SUBJECT OF EVALUATION Compliance with the following: Provisions of the Corporation Code of the Philippines, SEC rules and regulations and other existing laws.

Anti-Dummy law requirements on composition of the Board

4. Receive application after payment form the Cashier, input RRN in the iregister system to generate SEC number and BIR Tax Identification Number (TIN)

M.C. No. 3 s of 2006 on principal office and SEC MC No. 6 s. of 2014 on amendment of the principal office address



SEC Resolution dated September 18, 2003 on the date of annual meeting

6. Review application and endorse for signing of Director


(For other deficiencies or corrections, return application to No. 2)

CRMD Director

7. Sign certificate of incorporation

Applications with complete requirements filed shall be approved within one (1) to two (2) business days.

M.C. No. 21 s. of 2013 on Omnibus Guidelines and Procedures on the use of Corporate and Partnership names


Assistant Director

PROCESSING TIME

M.C. No. 1 s. of 2013 on mandatory TIN of foreign investors

For other deficiencies or corrections, return application to No. 6





Page 26 of 85




CPRD 1-04 Recording of PARTNERSHIPS WORK PROCESS

TYPE OF APPLICATION


a. Domestic Partnership


General Partnership

b. Partnership under FIA

1. Assign application to processor for pre-processing based on first come, first served based on the number queuing 2. Evaluate /pre-process registration application and other documentary requirements

Limited Partnership Professional Partnership

PROCESSORS PROCEDURE



3. Prepare Payment Assessment Form (PAF) and instruct applicant (a) to pay at the Cashier and (b) when the Certificate of Incorporation can be claimed SEC Support Clerical/ SEC Computer Operator

4. Receive application after payment form the Cashier, input RRN in the iregister system to generate SEC number and BIR Tax Identification Number (TIN)



Assistant Director

6. Review application and endorse for signing of Director (For other deficiencies or corrections, return application to No. 2)

7. Sign certificate of incorporation CRMD Director

SUBJECT OF EVALUATION Compliance with the following: Requirements of the Civil Code of the Philippines and other existing laws

PROCESSING TIME Applications with complete requirements filed shall be approved within one (1) to two (2) business days.

M. C. No. 21 s. of 2003 on Omnibus Guidelines and Procedures on the use of Corporate and Partnership names M.C. No, 8 s. of 2013 on Filipino-foreign ownership on nationalized and partly nationalized activities M.C. No. 3 s of 2006 on principal office and SEC MC No. 6 s. of 2014 on amendment of the principal office address E.O. 98 dated April 28, 1999 on Tax Identification Number (TIN) M.C. No, 8 s. of 2013 on Filipino-foreign ownership on nationalized and partly nationalized activities

For other deficiencies or corrections, return application to No. 6 SEC Support Clerical/ SEC Computer Operator




Page 27 of 85




CPRD 2-01 Approval of VOTING TRUST AGREEMENTS WORK PROCESS

TYPE OF APPLICATION Voting Trust Agreements

PERSON/STAFF DESIGNATED SEC Support Clerical/ SEC Computer Operator

SEC Specialist I/ Securities Counsel III


1. Assign application to processor for pre-processing on first come, first served based on the number queuing 2. Evaluate /pre-process application for Voting Trust Agreement/s

SUBJECT OF EVALUATION Compliance with the requirements of the Corporation Code of the Philippines and other existing laws, rules and regulations

PROCESSING TIME Applications with complete requirements filed shall be approved within an average of 5 working days

For INCOMPLETE application, Processor issue CHECKLIST of deficiencies, once complied go to no.1)

3. Prepare Payment Assessment Form (PAF) and instruct applicant (a) to pay at the Cashier and (b) advise when the Certificate can be claimed SEC Support Clerical/ SEC Computer Operator

4. Receive application with proof of payment and other documentary requirements


5. Input Corporate name in the Masterlist and print Certificate

6. Review application and endorse for signing of Director Assistant Director (For other deficiencies or corrections, return application to No. 2)

7. Sign certificate CRMD Director (For other deficiencies or corrections, return application to No. 6)



SEC Support Clerical/ SEC Asst. Computer Operator

9. Release and forward certificate to Releasing Unit, CFRD-CRMD, 2nd Floor

Page 28 of 85




CPRD 2-02 Application for AMENDMENTS of Articles of Incorporation and/or By-Laws WORK PROCESS

TYPE OF AMENDMENTS Stock and NonStock Corporations




1. Assign application to processor for preprocessing on first come, first served based on the number queuing

Subject of amendment: 2. Check Amended Articles of Incorporation and/or By-Laws and other documentary requirements

1. Corporate Name 2. Prefatory Clause


3. Principal office

3. Prepare Payment Assessment Form (PAF) and instruct applicant (a) to pay at the Cashier and (b) advise when the Certificate can be claimed

4. Primary/ secondary/ purpose/s 5. Decrease/ increase in the number of the board of directors/ trustees 6. Extension of Corporate Term 7. Amendments in the By-laws 8. Adoption of NewBy-laws



Assistant Director

4. Receive application attached to the microfilmed copy from CFRD, enter corporate name in the Masterlist then print certificate(s) of Approval of Filing of AAI/ABL 5. Review application and endorse for signing of Director For other deficiencies or corrections, return application to No. 2


PROCESSING TIME

Compliance with :

Applications with complete requirements filed shall be approved within an average of 5 to 10 working days

Compliance with the Corporation Code of the Philippines and other existing laws, rules and regulations M.C No. 21 s. of 2013 on Omnibus Guidelines and Procedures on the use of Corporate and Partnership names M.C. No. 3 s of 2006 on principal office and SEC MC No. 6 s. of 2014 on amendment of the principal office address Anti-Dummy law requirements on composition of the Board SEC Resolution dated September 18, 2003 on the date of annual meeting

6. Sign Certificates (s) of approval CRMD Director


7. Segregate application, enter approval date in the Masterlist and forward application with Certificate(s) of approval at the Releasing Unit, CFRDCRMD

E.O. 98 dated April 28, 1999 on Tax Identification Number (TIN) SEC Resolution No. 394, s. of 2008 – on extension of term MC No. 1 s. of 2013 on mandatory TIN of foreign investors

Page 29 of 85




CPRD 2-03 Recording of AMENDMENTS of Articles of Partnership WORK PROCESS

TYPE OF APPLICATION/ AMENDMENTS/ Subject of amendments:



1. Company Name

4. Admission /withdrawal of Partner


7. Contributed Capital


3. Prepare Payment Assessment Form (PAF) and instruct applicant (a) to pay at the Cashier and (b) advise when the Certificate of Recording can be claimed

5. Change of Managing partner 6. Purposes

1. Assign application to processor for pre-processing based on first come, first served based on the number queuing 2. Check Amended Articles of Partnership and other documentary requirements

2. Principal Office 3. Change of partners



8. Term of Existence Assistant Director

4. Check microfilm copy from CFRD and print certificate(s) of recording


PROCESSING TIME

Compliance with:

Applications with complete requirements filed shall be approved within an average of 5 to 10 working days

Civil Code of the Philippines and other existing laws, rules and regulations M.C. No. 3 s of 2006 on principal office E.O. 98 dated April 28, 1999 on Tax Identification Number (TIN) M.C. No. 21 s. of 2013 on Omnibus Guidelines and Procedures on the use of Corporate and Partnership names M.C. No. 1 s. of 2013 on mandatory TIN of foreign investors

5. Review application and endorse to Director for signing

9. Dissolution For other deficiencies or corrections, return application to No. 2

6. Sign certificate of recording CRMD Director 7. For other deficiencies or corrections, return application to No. 6


8. Record approval in Masterlist and encode work assignment status via SEC i-register


9. Release and forward Certificate of Recording to Releasing Unit, CFRDCRMD, 2nd Floor

Page 30 of 85




CPRD 2-04 Application for INCREASE of Authorized Capital Stock under Memorandum Circular 6, series of 2012 WORK PROCESS

TYPE OF APPLICATION




Application for Increase of capital stock


1. Receive and assign application to processor for pre-processing on the first come, first served based on the number queuing

Compliance with: Sec. 38 of the Corporation Code of the Philippines Other existing laws, rules and regulations

2. Evaluate/pre-process Application for Increase of Authorized Capital Stock & other documentary requirements

SEC rules and regulations and other existing laws

Except: 1. Listed companies 2. Public companies 3. Companies that offer or sell securities to the public 4. When the payment for subscription to the increase is more than P10M


For INCOMPLETE application, Processor issue CHECKLIST of deficiencies, once complied go to no.1)

3. Prepare Payment Assessment Form (PAF) and instruct applicant (a) to pay at the Cashier and (b) advise when the Certificate can be claimed SEC Support Clerical/ SEC Computer Operator

Assistant Director

4. Receive application from Receiving Unit, CFRDCRMD and print Certificate(s) of approval 5. Review application and endorse for signing of Director if not in order, return application to No. 2

CRMD Director

6. Sign certificate of approval (For other deficiencies or corrections, return application to No. 10)



SEC Support Clerical/SEC Asst Computer Operator

8. Release and forward certificate(s) of approval to Releasing Unit, CFRDCRM,D 2nd Floor

PROCESSING TIME

Applications with complete requirements filed shall be approved within an average of 5 working days

M.C. No. 21, s. of 2013 on Omnibus Guidelines and Procedures on the use of Corporate and Partnership names E.O. 389: 9th Foreign Investment Negative List M.C. No. 3 s of 2006 on principal office and SEC MC No. 6 s. of 2014 on amendment of the principal office address SEC Resolution dated September 18, 2003 on the date of annual meeting Anti-Dummy law requirements on composition of the Board E.O. 98 dated April 28, 1999 on Tax Identification Number (TIN) M.C. No, 8 s. of 2013 on Filipinoforeign ownership on nationalized and partly nationalized activities M.C. No. 14, series of 2013 amending Guidelines covering the use of the properties that require ownership registration as paid-up capital of corporation dated September 1994 M.C. No. 6,s. 2012—In relation to the Anti-Red Tape Act MC No. 1 s. of 2013 on mandatory TIN of foreign investors

Page 31 of 85



OPERATIONS MANUAL PROCEDURE NUMBER:

CPRD 2-05

PROCEDURE TITLE:

Application for INCREASE OF AUTHORIZED CAPITAL STOCK, RECLASSIFICATION/DECLASSIFICATION OF SHARES/ CHANGE IN PAR VALUE, MERGER AND CONSOLIDATION WORK PROCESS

TYPE OF APPLICATION Mode of Payment: 1. Land and/Building/ Condominium Units



SEC Support 1. Receive application on first Clerical/SEC Computer come, first served based on Operator the number queuing and forward to FAAD Assistant Director Assistant Director

2. Assign application to FAAD Examiner for pre-processing

2. Untitled Lands 3. Inventories/ Furniture/ Personal Properties 4. Heavy Equipment and Machinery 5. Shares of Stock


If INCOMPLETE, examiner issue CHECKLIST of deficiencies before forwarding records to CPRD


6. Motor Vehicles

9. NET ASSETS (by way of conversion of single proprietorship/ partnership into corporation or by way of spinoff)

4. Accept the application from FAAD and assign to CPRD Processor for pre-processing 5. Evaluate /pre-process application and other documentary requirements

7. Sea Vessel/Aircraft 8. Intangibles

3. Evaluate financial aspect of the registration application and other documentary requirements




Assistant Director


6. Prepare Payment Assessment Form (PAF) and instruct applicant (a) to pay at the Cashier and (b) advise when the Certificate can be claimed 7. Receive and record the paid application with proof of payment and attached microfilmed copy of records from CFRD and forward the same to assigned Examiner 8. Prepare report and submit to FAAD AD 9. Review and initial the report and forward the application and report to CPRD


Compliance with the following: Sec. 38 and other provisions of the Corporation Code of the Philippines SEC rules and regulations and other existing laws

PROCESSING TIME Application with complete requirements filed shall be approved within an average of five (5) to ten (10) working days

M.C. No. 21, s. of 2013 on Omnibus Guidelines and Procedures on the use of Corporate and Partnership names E.O. 389: 9th Foreign Investment Negative List M.C. No. 3 s of 2006 on principal office and SEC MC No. 6 s. of 2014 on amendment of the principal office address SEC Resolution dated September 18, 2003 on the date of annual meeting Anti-Dummy law requirements on composition of the Board E.O. 98 dated April 28, 1999 on Tax Identification Number (TIN) M.C. No. 1, s. of 2013 on mandatory TIN of foreign investors M.C. No, 8 s. of 2013 on Filipino-foreign ownership on nationalized and partly nationalized activities M.C. No. 14, series of 2013 amending Guidelines covering the use of the properties that require ownership registration as paid-up capital of corporation dated September 1994

if not in order, report will be returned to examiner with findings; once corrections are made, examiner re-submit the report

Page 32 of 85



OPERATIONS MANUAL SEC Support Clerical/ SEC Computer Operator

CPRD Assistant Director

10. Receive application and report from FAAD, input RRN in the i-register system to generate SEC number and BIR Tax Identification Number 11. Review application and endorse for signing of Director If there are other corrections, return application to no. 5. 12. Sign Certificate of Approval

CRMD Director





14. Release and forward certificate of incorporation to Releasing Unit, CFRDCRMD, 2nd Floor

Page 33 of 85




CPRD 3-01 Petitions for CORRECTION and REVOCATION of Articles of Incorporation/Partnership or By-laws and Amendments thereof WORK PROCESS

TYPE OF APPLICATION 1. Petition for correction of AI/BL, AAI, ABL, AP, and AAP. 2. Petition for revocation of Certificate of Registration on the ground of fraud in the procurement thereof 3. Petitions for revocation/canc ellation of AAI/ABL on the ground of fraud or failure to comply with statutory requirements of the Corporation Code 4. Opposition to Applications for Registration, amendments of the articles of incorporation or by-laws or any application filed with and requiring prior approval of the Department

PERSON/STAFF DESIGNATED SEC Support/ Clerical I SEC Asst. Director

PROCESSORS’ PROCEDURE

1. Receive Petition presented at the counter and forward to Assistant Director 2. Assign Petition to Securities Counsel for pre-processing


Compliance with:

PROCESSING TIME 2006 SEC Rules of Procedure

Provisions of the Corporation Code and Civil Code of the Philippines SEC rules and regulations

Securities Counsel II/III

3. Pre-process Petition if compliant as to form and directs the issuance of the Payment Assessment Form (PAF) (If application is COMPLIANT, proceed to No. 4.; If NOT COMPLIANT, return petition to applicant)

4. Prepare PAF and instruct applicant to pay at the Cashier

SEC Support/ Clerical I

CRMD Director

Securities Counsel II/ III

5. Receive Petition with proof of payment from Receiving Unit, CFRD-CRMD, 2nd Floor 6. Assign Docket Number and input corporate name, nature of petition, date of payment, date of filling and docket number in the Masterlist. Forward the petition to the Director 7. Assign Petition to handling Securities Counsel 8. Process Petition in accordance with 2006 Rules of Procedure 9. Draft Order

CRMD Director

SEC Support/ Clerical I

10. Sign Order (If needs revision, return to the handling Securities Counsel for revision before signing)

11. Update Masterlist as to date of issuance of Order. Mail/transmit petitioner’s copy 12. Input Document I.D.

SEC Records Specialist III/ Service Contractual

(If Order consists of correcting entries in the registration documents or changing the status as reflected in the I-register system, proceed with the corrections in the SEC database before No. 13)

M.C. No. 8, s. of 2013 on Filipino –Foreign ownership on nationalized and partlynationalized activities M.C. No. 14, s. of 2013 amending Guidelines covering the use of the properties that require ownership registration as paid-up capital of corporations M.C. No. 21, s. of 2013 on Omnibus Guidelines on the use of Corporate and Partnership Names Commission En Banc Orders and Decisions Provisions of the 1987 Philippine Constitution Foreign Investments Act (FIA), as amended E.O. 389: 9th Foreign Investment Negative List SEC Resolution darted September 18, 2003 on the date of annual meeting Anti-Dummy law requirements on composition of the Board E.O. 98 dated April 28, 1999 on Tax Identification Number (TIN) Recent Supreme Court Decisions and Rules on Statutory Construction

13. Forward to microfilming section

Page 34 of 85




CPRD 4-01 Encoding of applications via i-register WORK PROCESS

TYPE OF APPLICATION


ENCODERS' PROCEDURE

PROCESSING TIME

1. Primary registration

Service Contractual

Encode data stated in AOI/BL using the encoding module of the i-register system

Average of 2 to 3 days depending on the availability of the i-register system

2. Amendments

Service Contractual

Encode data such as change in corporate name, purposes, principal office, number of the board of directors/trustees, increase in the authorized capital stock

Average of 3 to 5 days depending on the availability of the i-register system

Page 35 of 85



OPERATIONS MANUAL LICENSING UNIT (LU) PROCEDURE NUMBER: PROCEDURE TITLE:

CPRD 5-01 Licensing of FOREIGN CORPORATIONS AND MULTINATIONAL COMPANIES WORK PROCESS

TYPE OF APPLICATION

Licenses of


Specialist/ Financial Specialist

1. Foreign Corporations Branch/ Representative Office 2. Multinational Companies Regional Operating Headquarters (ROHQ)/ Regional Headquarters (RHQ) Including: 1. Amendments 2. Conversions 3. Change/ Appointment of New Resident Agent 4. Withdrawal of license

Assistant Director (AD)

Specialist (and Financial Specialist for BO)


1. Takes the application to the Assistant Director (AD) for assignment

All documents required vis-à-vis completeness and regularity

2. Assigns the application to a Specialist (and Financial Specialist for Branch Offices)

Type of Application visà-vis Specialist

3. Pre-processes/ evaluates the application (In case of deficiency, applicant is given a checklist citing the deficiency, Application is returned for compliance)

Specialist

Specialist (and Financial Specialist for BO)


All documents required vis-à-vis compliance with pertinent laws and SEC rules and regulations

4. Issues the Payment Assessment Form

Type of Application

5. Upon receipt of application from the CFRD,CRMD, re-evaluates the application and prepares the license (and the Financial Specialist indicates the financial report in the final checklist for BO)

License, report/ checklist and all documents required vis-à-vis compliance with pertinent laws and SEC rules and regulations

PROCESSING TIME

Applications which are complete and compliant shall be approved within 13 working days from date of filing

( in case of deficiency, applicant is immediately informed)

Assistant Director

6. Reviews the application, initials the License ( in case of any finding, the license and application is returned to the processor for appropriate action)

CRMD Director

7. Approves the application and signs the license ( in case of any finding, the license and application is returned to LU for appropriate action)

License and all documents required vis-à-vis compliance with pertinent laws and SEC rules and regulations

License and all documents required vis-à-vis compliance with pertinent laws and SEC rules and regulations

Page 36 of 85



OPERATIONS MANUAL

FINANCIAL ANALYSIS AND AUDIT DIVISION (FAAD) PROCEDURE NUMBER: FAAD 1-01 PROCEDURE TITLE: Registration of STOCK CORPORATION whose paid-up capital is in the form OTHER THAN CASH WORK PROCESS TYPE OF APPLICATION Mode of Payment: 1. Land and/ Building/ Condominium Units 2. Untitled Lands

PERSON/STAFF DESIGNATED SEC Support Clerical/ SEC Computer Operator

Assistant Director Financial Specialist II/ Financial Specialist III

3. Inventories/ Furniture/ Personal Properties 4. Heavy Equipment and Machinery 5. Shares of Stock 6. Motor Vehicles

1. Receive application on the first come, first served based on the number queuing and forward to FAAD Assistant Director 2. Assign application to Examiner for pre-processing 3. Evaluate financial aspect of the registration application and other requirements and forward to CPRD If application is COMPLETE, examiner prepare CHECKLIST of deficiencies and forward records to CPRD

SEC Support Clerical/ SEC Computer Operator Securities Specialist I/ Securities Counsel III

7. Sea Vessel/Aircraft

4. Accept the application from FAAD and assign to CPRD Processor for pre-processing 5. Evaluate/pre-process legal aspect of registration application and other documentary requirements For INCOMPLETE application, Processor issue CHECKLIST of deficiencies, once complied go to no.1

8. Intangibles 9. NET ASSETS (by way of conversion of single proprietorship/ partnership into corporation or by way of spinoff)

EXAMINERS’ PROCEDURE

6. Prepare Payment Assessment Form (PAF) and instruct applicant (a) to pay at the Cashier and (b) advise when the Certificate can be claimed SEC Support Clerical/SEC Computer Operator Financial Specialist II/ Financial Specialist III

FAAD Assistant Director

7. Receive and record the paid application and forward the same to assigned FAAD Examiner 8. Prepare report and submit to FAAD AD 9. Review and initial report and forward the application and report to CPRD for further action if not in order, report will be returned to examiner with findings; once corrections are made, examiner re-submit the report


PROCESSING TIME


Applications with complete requirements filed shall be approved within an average of 5 working days

Provisions of the Corporation Code of the Philippines, SEC rules and regulations and other existing laws. SEC MC No. 21 s. of 2013 on Omnibus Guidelines and Procedures on the use of Corporate and Partnership names

E.O. 389: 9th Foreign Investment Negative List M.C. No. 3 s of 2006 on principal office and SEC MC No. 6 s. of 2014 on amendment of the principal office address SEC Resolution dated September 18, 2003 on the date of annual meeting Anti-Dummy law requirements on composition of the Board E.O. 98 dated April 28, 1999 on Tax Identification Number (TIN) M.C. No, 8 s. of 2013 on Filipino-foreign ownership on nationalized and partly nationalized activities M.C. No. 14, series of 2013 amending Guidelines covering the use of the properties that require ownership registration as paid-up capital of corporation dated September 1994

Page 37 of 85



OPERATIONS MANUAL


FAAD 2-01 Application for INCREASE OF AUTHORIZED CAPITAL STOCK WORK PROCESS

TYPE OF APPLICATION 1. Increase of Capital stock with amendments to Article 1, II, with FIA application and where the payment is

PERSON/STAFF DESIGNATED Support Clerk

Assistant Director A. CASH

EXAMINERS’ PROCEDURE 1. Receive application on a first come, first served based on number queuing and forward to FAAD AD 2. Assign application to Examiner for preprocessing

B. RURAL BANKS-CASH C. CONVERSION OF ADVANCES D. OTHER MODES OF PAYMENT SUCH AS:

Financial Specialist II/ Financial Specialist III/ Financial Specialist IV

If INCOMPLETE, issue checklist of deficiencies before forwarding records to CPRD

⁻ Land and/Building/ Condominium Units ⁻ Untitled Lands

Support Clerk

⁻ Inventories/ Furniture/ Personal Properties ⁻ Heavy Equipment and Machinery

3. Evaluate the documents and if complete and in order, the applicant is instructed to proceed at the CPRD for pre-processing


4. Receive and record the paid application with attached microfilmed records from CFRD and forward the same to assigned examiner 5. Prepare the report and submits it to the AD

SUBJECT OF EVALUATION Compliance with the following: Requirement of the Corporation Code on capital structure MC No. 8, s. of 2013 on Filipino-foreign ownership on nationalized and partly nationalized activities

PROCESSING TIME Applications with complete requirements filed shall be approved within an average of seven to 10 days from date of receipt from CFRD

Rules governing the issuance of stock dividends by corporation to cover payment of subscription to the increase of capital stock M.C. No. 11 s. 2008 (Guidelines on determination of retained earnings available for dividend declaration)

⁻ Shares of Stock ⁻ Motor Vehicles

Assistant Director

⁻ Sea Vessel/Aircraft ⁻ Intangibles ⁻ NET ASSETS ( by way of conversion of single proprietorship/ partnership into corporation or by way of spin-off)

6. Review the report and all the documents and if found in order, approves the report. If not in order, the report will be returned to the examiner with findings. After correcting the report, the examiner resubmit the report

Support Clerk 7. Release the report and all documents to CPRD for further action

2. Confirmation of valuation where the paid-up is in the form of property and with FIA Application

Page 38 of 85



OPERATIONS MANUAL


FAAD 2-02 Application for RECLASSIFICATION/ DECLASSIFICATION OF SHARES/CHANGE IN PAR VALUE, MERGER AND CONSOLIDATION WORK PROCESS

TYPE OF APPLICATION



Support Clerk

1. Receive application on a first come, first served based on number queuing and forward to FAAD AD

Assistant Director


2. Assign application to Examiner for pre-processing 3. Evaluate the documents and if complete and in order, the applicant is instructed to proceed at the CPRD for pre-processing

If INCOMPLETE, issues CHECKLIST of deficiencies before the forwarding records to CPRD

Support Clerk

Financial Specialist II/ Financial Specialist III/ Financial Specialist IV Assistant Director

Support Clerk

4. Receives and records the paid application with attached microfilmed records from CFRD and forwards the same to assigned examiner

SUBJECT OF EVALUATION Compliance with the following: Requirement of the Corporation Code and check if percentage of ownership remains the same

PROCESSING TIME Applications with complete requirements filed shall be approved within five (5) to ten (10) working days

Requirement of the Corporation Code on capital structure, Philippine Financial Reporting Standards on Business Combination and valuation to prevent watered stocks

5. Examiner prepare the report and submits it to the AD

6. Reviews the report and all the documents and if found in order, approves the report. If not in order, the report will be returned to the examiner with findings. After correcting the report, the examiner resubmit the report

7. Releases the report and all documents to CPRD for further action

Page 39 of 85




FAAD 2-03 Approval for INCREASE/DECREASE OF AUTHORIZED CAPITAL STOCK, DISSOLUTION, CONFIRMATION OF EXEMPT TRANSACTION, CREATION OF ADDITIONAL PAIDIN CAPITAL, CONFIRMATION OF VALUATION WORK PROCESS



1. Increase of Capital stock under FAAD ONLY

Support Clerk

1. Receive application on first come, first served based on number queuing and forward to FAAD AD

Compliance with:

2. Decrease of Authorized Capital Stock

Assistant Director

2. Assign application to Examiner for pre-processing


3. Evaluate financial aspect of the application & other requirements

Rules governing the issuance of stock dividends by corporation to cover payment of subscription to the increase of authorized capital stock.

TYPE OF APPLICATION

3. Dissolution 4. Confirmation of Valuation/Applic ation for confirmation of exempt transaction where the paidup is in the form of property and with FIA application

If INCOMPLETE, examiner prepare CHECKLIST of deficiencies

4. Prepare Payment Assessment Form (PAF) and instruct applicant (a) to pay at the Cashier and (b) advise when the Certificate can be claimed Support Clerical

5. Creation of Additional PaidIn Capital 6. Equity Restructuring 7. QuasiReorganization 8. Property Dividend Declaration

5. Receive application with proof of payment and attached microfilmed records from Receiving Unit, CFRD-CRMD, forward records to assigned Examiner


6. Prepare Examiner’s report and submit to AD

Assistant Director

7. Review the report and documents and if in order approve the report and application if not in order, report will be returned to examiner with findings; once corrections are made, examiner resubmit the report

CRMD Director

8. Sign certificate of approval For other deficiencies or corrections, return application to No.9

Support Clerical

Support Clerical

9. Encode Work Assignment Status via SEC i-register 10. Release and forward certificate of incorporation to Releasing Unit, CFRDCRM,D 2nd Floor


PROCESSING TIME

Requirement of the Corporation Code on capital structure.

M.C. No. 11 Series of 2008, dated December 5, 2008 (Guidelines on Determination of Retained Earnings Available for Dividend Declaration) Compliance with Bangko Sentral ng Pilipinas Circular Letter CL-2007-36 dated July 17, 2007 Compliance with the requirements of the Corporation Code on capital structure and check if not prejudicial to the interest of the stockholders and creditors Compliance with the requirements of the Corporation Code and check is percentage of ownership remains the same Compliance with the requirements of the Corporation Code on capital structure, Philippine Financial Reporting Standards on Business Combination and valuation to prevent issuance of watered stock Compliance with the Guidelines for Quasi Reorganization (undated) Compliance with Rules Regulating Issuance of Property Dividends dated June 19, 1992

Page 40 of 85




FAAD 3-01 CERTIFICATIONS WORK PROCESS

TYPE OF APPLICATION/ 1. Creation of Additional 2. Paid-In Capital 3. Cash Dividend Declaration 4. Stock Dividend Declaration 5. Certification of Paid-Up 6. Percentage of Foreign Equity

PERSON/STAFF DESIGNATED Support Clerk

Assistant Director


EXAMINERS’ PROCEDURE 1. Receive application/request on a first come, first served based on number queuing and forward to FAAD AD

Compliance with: Requirement of the Corporation Code on capital structure.

2. Assign application to Examiner for pre-processing

M.C. No. 11 Series of 2008, dated December 5, 2008 (Guidelines on Determination of Retained Earnings Available for Dividend Declaration)

3. Evaluate financial aspect of the application & other requirements (If application is COMPLETE, proceed to No. 4; If INCOMPLETE, prepares CHECKLIST )


Support Clerk


PROCESSING TIME Average of 5- 7 working days

4. Prepare Payment Assessment Form (PAF) and instruct applicant (a) to pay at the Cashier and (b) advise when the Certificate can be claimed 5. Receive application with proof of payment from Receiving Unit, CFRD-CRMD, forward records to assigned Examiner

Financial Specialist II

6. Prepare Examiner’s report with corresponding Certification/ Acknowledgement letter and submit to FS IV

Financial Specialist IV

7. Review application and signs the Certification//acknowledgement letter if not in order, report will be returned to examiner with findings; once corrections are made, examiner re-submit the report

Assistant Director

8. Sign certification (paid-up/ capital structure/ percentage of nationality)

Support Clerk

9. Release or mail the certification/acknowledgement letter

Page 41 of 85



OPERATIONS MANUAL


LU 1-01 Licensing of FINANCING COMPANIES WORK PROCESS

TYPE OF APPLICATION

Certificate of Authority of Financing Companies Main Office/Branch Office


Officer of the Day

Assistant Director (AD)



1. Takes the application to the Assistant Director (AD) for assignment


2. Assigns the application to a Specialist (and Financial Specialist for Branch Offices)

Type of Application visà-vis Counsel

3. Evaluates the application


PROCESSING TIME


Including: Replacement of CAs due to amendment of principal office address

Counsel

(In case of deficiency, the applicant is given a checklist citing the deficiency, Application is returned to the applicant for compliance)

Counsel


Type of Application

Counsel

5. Upon receipt of application from the CFRD,CRMD, re-evaluates the application and prepares the Memorandum for the Commission En Banc

Memo and all documents required vis-à-vis compliance with pertinent laws and SEC rules and regulations

( in case of deficiency, applicant is immediately informed of the deficiency)

AD

6. Reviews the application and initials the Memo ( in case of any finding, the Memo and application is returned to the processor for appropriate action)

Director

7. Reviews and signs the Memo and forwards it to the EB, through the Supervising Commissioner ( in case of any finding, the Memo and application is returned to LU for appropriate action)

Commission En Banc

8. Deliberates on/approves the application (In case of any finding, the Memo and

Memo and all documents required vis-à-vis compliance with pertinent laws and SEC rules and regulations Memo and all documents required vis-à-vis compliance with pertinent laws and SEC rules and regulations

Memo and all documents required vis-à-vis compliance with pertinent laws and Page 42 of 85



OPERATIONS MANUAL

application is returned to CRMD for appropriate action.)

Counsel

AD

9. Upon receipt of the approved application from the Commission En Banc, prepares the CR

CR vis-à-vis consistency with all documents

10. Reviews and initials the CR


(In case of corrections, the License is returned to the processor to be corrected.)

Director

SEC rules and regulations

11. Reviews and signs the CR (In case of corrections, the License is returned to LU to be corrected.)


Page 43 of 85




LU 1-02 Licensing of LENDING COMPANIES WORK PROCESS

TYPE OF APPLICATION



Certificate of Authority of Lending Companies

Officer of the Day

1. Takes the application to the AD for assignment


AD

2. Assigns the application to a Specialist

Type of Application vis-à-vis Specialist

Specialist

3. Pre-processes/evaluates the application.


(Main Office/ Branch Office) Including: Replacement of CAS due to amendment of principal office address

(In case of deficiency, applicant is given a checklist citing the deficiency, application is returned for compliance)


Specialist


Type of Application

Specialist

5. Upon receipt of application from the CFRD,CRMD, re-evaluates the application and prepares the CA


(in case of deficiency, applicant is immediately informed)

AD

6. Reviews the application, initials the CA, and signs the Memorandum (in case of any finding, the license and application is returned to the processor for appropriate action)

Director

7. Approves the application and signs the CA (in case of any finding, the license and application is returned to LU for appropriate action)

PROCESSING TIME Applications which are complete and compliant shall be approved within 13 working days from date of filing

CA, Memo and all documents required vis-à-vis compliance with pertinent laws and SEC rules and regulations CA, Memo and all documents required vis-à-vis compliance with pertinent laws and SEC rules and regulations

Page 44 of 85




LU 2-01 Licensing of CAPITAL MARKET INSTITUTIONS WORK PROCESS

TYPE OF APPLICATION




Certificate of Registration of Capital Market Institutions

Officer of the Day



2. Assigns the Counsel

Type of Application vis-à-vis Counsel

Filing fee: AD  Investment Houses/ Underwriter of Securities/Broker Dealers:P50,000 + LRF

Counsel

to

a

3. Evaluates the application (In case of deficiency, the applicant is given a checklist citing the deficiency, Application is returned to the applicant for compliance)

 Broker Only/ Dealer Only: P25,000 + LRF  Investment Company Advisers/Transfer Agents: P10,000 + LRF

application

4. 4. Issues the Payment Assessment Form

Type of Application

Counsel

5. Upon receipt of application from the CFRD,CRMD, re-evaluates the application and prepares the Memorandum for the Commission En Banc


Including: Amendments



Counsel

 Mutual Fund Distributors: P3,000 + LRF

PROCESSING TIME

(in case of deficiency, applicant is immediately informed of the deficiency)

AD

6. Reviews the application and initials the Memo (In case of any finding, the Memo and application is returned to the processor for appropriate action.)

Director

7. Reviews and signs the Memo and forwards it to the EB, through the Supervising Commissioner (In case of any finding, the Memo and application is returned to LU for appropriate action)



Commission En Banc

8. Deliberates application.

on/approves

the

(In case of any finding, the Memo and application is returned to CRMD for appropriate action.)

Memo and all documents required vis-à-vis compliance with pertinent laws and SEC rules and regulations Memo and all documents required vis-à-vis compliance with pertinent laws and SEC rules and regulations


Page 45 of 85



OPERATIONS MANUAL Counsel

AD

9. Upon receipt of the approved application from the Commission En Banc, prepares the CR


10. Reviews and initials the CR


(in case of corrections, the License is returned to the processor to be corrected)

Director

11. Reviews and signs the CR (In case of corrections, the License is returned to LU to be corrected.)


Page 46 of 85




LU 2-02 Licensing of CAPITAL MARKET PROFESSIONALS WORK PROCESS

TYPE OF APPLICATION




Certificate of Registration of Capital Market Professionals

Officer of the Day

1.



AD

2.

Assigns the application to a Specialist

Type of Application vis-à-vis Specialist

Specialist

3.

Pre-processes/evaluates the application


Filing fee: ⁻ Associated Person/ Compliance Officer: P3,000.00 + LRF ⁻ Salesman: 2,000 + LRF ⁻ Certified Investment Solicitor: 2,103.75 + LRF of P21.25

(in case of deficiency, applicant is given a checklist citing the deficiency, application is returned for compliance)

Specialist

4.

Issues the Payment Assessment Form

Type of Application

Specialist

5.

Upon receipt of application from the CFRD,CRMD, reevaluates the application and prepares the CR


AD

6.

Reviews the application and initials the CR

CR and all documents required vis-à-vis compliance with pertinent laws and SEC rules and regulations

(In case of any finding, the license and application is returned to the processor for appropriate action)

Director

7.

Approves the application and signs the CR (In case of any finding, the license and application is returned to LU for appropriate action)

PROCESSING TIME

Applications which are complete and compliant shall be approved within 13 working days from date of filing (5 applications per 13 working days)

CR and all documents required vis-à-vis compliance with pertinent laws and SEC rules and regulations

Page 47 of 85



OPERATIONS MANUAL

COMPLIANCE MONITORING DIVISION (CMD) PROCEDURE NUMBER: CMD 1-01 PROCEDURE TITLE: REGULAR MONITORING (Walk-in applicants, revoked corporations, those with NOC and Show Cause Order and those with applications to be filed with the Corporate and Partnership Registration Division) WORK PROCESS MONITOR'S DESIGNATION

MONITOR'S PROCEDURE

BASIS OF EVALUATION (DOCUMENTS SUBJECT OF EVALUATION)

PROCESSING TIME

The Stock and Transfer Book or Membership Book must be registered within thirty (30) days from the date of the approval of the corporation's Certificate of Incorporation in accordance with Section 74 of the Corporation Code of the Philippines (the Code).

2 Mins.

Support Staff(Contract of Service)

Upon filling up the request for monitoring by the applicant, system generated Document Index List (DIL) is printed.


DIL is assigned to a particular monitor/analyst.

Monitor* (Regular Employees and Contractual Employees)

Compliance, deficiencies and violations are determined and preparation of the Monitoring Sheet (MS).


Presentation of the findings to the applicant at the counter

10-15 Mins.

Securities Counsel III

Review of the findings of the Monitor. Note: If there are no deficiencies, MS prepared will indicate such finding.

10 Mins.

Chief Counsel

Confirmation of the review of the SEC Counsel and recommendation of the payment of the assessed fines.


Preparation of the Payment Assessment Form (PAF)

2 Mins.

The form and contents of the General Information Sheet (GIS) which must be filed within thirty (30) days from the date of annual meeting is analyzed and evaluated to determine whether its entries conform to its latest approved Articles of Incorporation and By-laws as well as the applicable laws, rules and regulations of the Commission (i.e. Sections 16, 23, 25, 48, 50 and 141 of the Corporation Code of the Philippines (The Code) and M.C. No. 8, series of 1998).

The form and contents of Audited Financial Statements (AFS) which must be filed within 120 days from the end of the corporation's fiscal year or according to the schedule of filing of the FS is analyzed to determine compliance with the applicable laws, rules and regulations with the exception of Material Deviation (Sections 38, 43 and 141 of the Code, Memorandum Circular No. 8 series of 2009 and M.C. No. 4, series of 2013).

15-20 Mins. (variable at times depending on availability of the documents in the database)

10 Mins.

2 Mins.

Page 48 of 85



OPERATIONS MANUAL MONITOR'S DESIGNATION

Support Staff (Contract of Service)

MONITOR'S PROCEDURE


PROCESSING TIME

Upon payment of the penalties, Confirmation of Payment of Fines (COP) is prepared.

Note: For Non-stock corporations with annual gross receipts of Php100, 000.00 or more, or with total assets of Php500, 000.00 or more its FS must be audited by an independent certified public accountant, otherwise, at the minimum shall be certified under oath by the corporation's treasurer. (SRC Rule 68, as amended). For Stock corporations with a minimum paid in capital of Php50, 000.00 must be audited by an independent certified public accountant, otherwise, the FS at the minimum shall be certified under oath by treasurer of the corporation.

2 Mins.

Note: For corporations without penalty, the MS indicating such is directly signed by the Assistant Director

Assistant Director/ Assistant Director

Review and signing of the COP

5 Mins.


Release of the COP and MS with no penalty.

2 Mins.

Page 49 of 85




CMD 1-02 REGULAR MONITORING OF FOREIGN CORPORATION (Branch Office (Stock and Non-Stock), Representative Office, Regional Headquarters, Regional Operating Headquarters)

WORK PROCESS MONITOR'S DESIGNATION

MONITOR'S PROCEDURE


Upon filling up the request for monitoring by the applicant, system generated Document Index List (DIL) is printed.


DIL is assigned to a particular monitor/analyst.


Compliance, deficiencies and violations are determined (including compliance with Securities Deposit and Inward Remittance in case of branch offices and ROHQ and RHQ, respectively) and preparations of the Monitoring Sheet.


Presentation of the findings to the applicant at the counter. Note: The Monitor may require applicant to complete reportorial requirements if upon initial determination there are deficiencies.


Review of the findings of the Monitor. Upon completion of all reports/ documents. Note: If there are no deficiencies, MS prepared will indicate such finding.

Chief Counsel



PROCESSING TIME

The form and contents of the General Information Sheet (GIS), which must be filed within 30 days from the anniversary date of the issuance of its license, are evaluated to determine its conformity as well as compliance with the applicable laws, rules and regulations (ex. Section 141 of the Code, Memorandum Circular No. 15, s. of 2006). Note: For Regional Headquarters and Regional Operating Headquarters an initial GIS is also required within 30 days from the issuance of its license (M.C. No. 15, series of 2006).

2 Mins.

The form and contents of Financial Statements, which must be filed within 120 days from the end of the corporation's fiscal year, is analyzed to determine compliance with the applicable laws, rules and regulations with the exception of Material Deviation (Memorandum Circular No. 15, 2006 and M.C. No. 8 series of 2009).

15-20 Mins. (variable at times depending on availability of the documents in the database)

2 Mins.

15-30 Mins. (particularly with Securities Deposit and Inward Remittance)

For Branch Office: Initial securities which must be deposited within 60 days from the issuance of corporation's license are evaluated to determine compliance with Section 126 of the Code and M.C. No. 2 series of 2012.

10 Mins.

10 Mins.

Page 50 of 85



OPERATIONS MANUAL

MONITOR'S DESIGNATION

MONITOR'S PROCEDURE


Preparation of the Payment Assessment Form (PAF).


Upon payment of the penalties, Confirmation of Payment of Fines (COP) is prepared. Note: For corporations without penalty, the MS indicating such finding is directly signed by the Assistant Director.

Assistant Director



Release of the COP and MS.


PROCESSING TIME

Additional securities which must be deposited within 6 months from the end of the branch office's fiscal year are also evaluated to determine compliance with Section 126 of the Code and Memorandum Circular No. 2 series of 2012. Substitution of securities is allowed upon the maturity of the deposited securities subject to evaluation to determine compliance with Section 126 of the Code and M. C. No. 2 series of 2012.

10 Mins.

For ROHQ's and RHQ's: Certificate of its initial inward remittance must be submitted within 30 days after the issuance of its license. Its form and contents is evaluated to determine compliance with Memorandum Circular No. 15, series of 2006. RHQ's are required to submit annually a certificate of inward remittance within 30 days from the anniversary date of the issuance of license. Its form and contents is evaluated to determine compliance with M.C. No. 15, series of 2006.

2 Mins.

2 Mins.

5 Mins.

Note: Certificate of Initial Securities Deposit/ Additional Deposit or Substitution is prepared by a support staff which is reviewed by the Assistant Director and signed by the CRMD Director. The certificate is released at the releasing unit.

Page 51 of 85




CMD 2-01 MONITORING PER PERFORMANCE COMMITMENT

A. Procedure of monitoring corporations with at least 5 consecutive years of non-filing of reports since its incorporation. WORK PROCESS MONITOR'S DESIGNATION

MONITOR'S PROCEDURE


PROCESSING TIME


Request the Management Information System (MIS) through a memorandum to generate list of corporations registered on a particular year which failed to comply with the reports for 5 consecutive years beginning incorporation and those with incomplete compliance.

The Stock and Transfer Book or Membership Book must be registered within thirty (30) days from the date of the approval of the corporation's certificate of incorporation (Section 74 of the Corporation Code of the Philippines).

10 Mins.

Securities Counsel III (Team Leader)

Equal distribution of the generated list of delinquent corporations to the Monitors.

Variable

Monitor (Contractual Employee)

Verification in the database of the non-submission of reports.

The form and contents of the General Information Sheet (GIS) which must be filed within thirty (30) days from the date of annual meeting is analyzed and evaluated to determine whether its entries conform to its latest approved Articles of Incorporation and By-laws as well as the applicable laws, rules and regulations of the Commission (Sections 16, 23, 25, 48, 50 and 141 of the Code and Memorandum Circular No. 8, series of 1998).


Compilation of the list as verified by the Monitor.


Draft Show Cause Order.

Assistant Director

Review of the Show Cause Order.

CRMD Director

1. Approval of the Show Cause Order. 2. Presentation of the Show Cause with list of corporations to the en Banc. Note: Publication will be done by the Compliance Monitoring Division in coordination with the Human Resource Administrative Department.

The form and contents of Financial Statements which must be filed within 120 days from the end of the corporation's fiscal year is analyzed to determine compliance with the applicable laws, rules and regulations with the exception of Material Deviation (Sections 38, 43 and 141 of the Code, Memorandum Circular No. 8 series of 2009 and Memorandum Circular No. 4, series of 2013). Note: For stock Corporations with a minimum paid in capital of Php50, 000.00 its FS must be audited by an independent certified public accountant otherwise, at the minimum, shall be certified under oath by the corporation's treasurer. (Section 75 of the Code, SRC Rule 68, as amended). Note: For Non-stock corporations with annual gross receipts of Php100, 000.00 or more, or with total assets of Php500, 000.00 or more its FS must be audited by an independent certified public accountant, otherwise, at the minimum shall be certified under oath by the corporation's treasurer. (SRC Rule 68, as amended).

15 Mins.

1 Hour

20 Mins.

20 Mins.

Note: Procedure I will be followed if the corporation will respond during the given period in the Show Cause.

Page 52 of 85





B. Procedure of monitoring corporations with incomplete submission of the reports WORK PROCESS MONITOR'S DESIGNATION

MONITOR'S PROCEDURE


PROCESSING TIME

Securities Counsel III (Team Leader)

Equal distribution of the corporations in the list provided by the MIS.


Variable

Monitoring Analyst (Contractual Employee)

Evaluation of the deficiencies and violations of the reportorial requirements and preparation of the Notice of Conference (NOC).


15 Mins.

Assistant Director

Signing of the Notice of Conference.

The form and contents of Financial Statements which must be filed within 120 days from the end of the corporation's fiscal year is analyzed to determine compliance with the applicable laws, rules and regulations with the exception of Material Deviation (Sections 38, 43 and 141 of the Code, Memorandum Circular No. 8 series of 2009 and Memorandum Circular No. 4, series of 2013).

5 Mins.


Mailing of the Notice of Conference.

Note: For stock Corporations with a minimum paid in capital of Php50, 000.00 its FS must be audited by an independent certified public accountant otherwise, at the minimum, shall be certified under oath by the corporation's treasurer. (Section 75 of the Code, SRC Rule 68, as amended). Note: For Non-stock corporations with annual gross receipts of Php100, 000.00 or more, or with total assets of Php500, 000.00 or more its FS must be audited by an independent certified public accountant, otherwise, at the minimum shall be certified under oath by the corporation's treasurer. (SRC Rule 68, as amended).

5 Mins.

Note: If the corporation responds and complies with the requirements, the Procedure I in the regular monitoring will be followed.

Page 53 of 85





C. Procedure for monitoring corporations which have been sent NOC but failed to appear during the scheduled conference WORK PROCESS MONITOR'S DESIGNATION

MONITOR'S PROCEDURE

BASIS OF EVALUATION

PROCESSING TIME


Retrieval of the “return slip” to determine that the respondent corporation has received the NOC.


Variable


Compilation of NOCs with “return slip” of corporations who did not receive the same and those that have received it but did not appear during the conference.


Variable


Institution of appropriate administrative actions against the corporations who failed to comply despite the receipt of the Notice of Conference (i.e. suspension or revocation of certificate of incorporation or referral to the Enforcement and Prosecution Dept., if warranted).

The form and contents of Financial Statements which must be filed within 120 days from the end of the corporation's fiscal year is analyzed to determine compliance with the applicable laws, rules and regulations with the exception of Material Deviation (Sections 38, 43 and 141 of the Code, Memorandum Circular No. 8 series of 2009 and Memorandum Circular No. 4, series of 2013).

Variable

Director Head/ Assistant Director

Review the memo prepared to EIPD and Show Cause Order.

Note: For stock Corporations with a minimum paid in capital of Php50, 000.00 its FS must be audited by an independent certified public accountant otherwise, at the minimum, shall be certified under oath by the corporation's treasurer. (Section 75 of the Code, SRC Rule 68, as amended).

CRMD Director

1.

Approves the Show Cause Order referral to EIPD.

2.

Presentation of the Show Cause Order with the en Banc.

Note: For Non-stock corporations with annual gross receipts of Php100, 000.00 or more, or with total assets of Php500, 000.00 or more its FS must be audited by an independent certified public accountant, otherwise, at the minimum shall be certified under oath by the corporation's treasurer. (SRC Rule 68, as amended).

Page 54 of 85



OPERATIONS MANUAL MONITOR'S DESIGNATION Securities Counsel III/ CRMD Director

MONITOR'S PROCEDURE

Publication in a newspaper of a Show Cause Order directing the corporation who did not receive the NOC to finally comply with the reports.

BASIS OF EVALUATION

PROCESSING TIME Variable

Note: Publication will be done by the Compliance Monitoring Division in coordination with the Human Resource Administrative Department. Note: If the covered corporation responds and complies with the requirements, the procedure in the regular monitoring will be followed. However, failure of the corporation to appear and comply with the reportorial requirements will cause the revocation of their certificate of incorporation and corresponding change in their status will be effected in the Commission’s database.

Page 55 of 85




CMD 3-01 PETITION TO LIFT ORDER OF REVOCATION AND PETITION TO LIFT ORDER OF SUSPENSION WORK PROCESS


MONITOR'S PROCEDURE

BASIS OF EVALUATION

Note: Monitoring Procedure I is followed i.e. The GIS, FS and STB/MB are evaluated and analyzed to determine its compliance with the applicable laws, rules and regulations of the Commission.

PROCESSING TIME


Assignment of the Petition.


Review of the Petition to lift Order of Revocation/ Suspension and the attachments

15 Mins.


Drafting of Summons and Clarificatory Conferences (if applicable), and the Order setting aside the Order of Revocation/Suspension.

15-30 Mins.

Assistant Director

Review of the draft Order, Summons and other notices

CRMD Director

Review and Approval of the draft order, summons and other notices


Preparation of the final summon, notices and order as approved

Commission en Banc

Signing of the Commission en banc of the Final Order

1 Month (variable at times)


Preparation of the transmittal

5 Mins.

CRMD Director

Signing of the transmittal.


Releasing/Mailing of the approved Order, notice and summons.

The form and contents of the Petition to lift the Order of Revocation/Suspension and its supporting documents are analyzed and evaluated to determine the intent of the corporation to operate despite its revoked status. (i.e. Petition must be verified and Directors’ or Trustees’ Certificate must be under oath and signed by at least a majority of the Directors/Trustees and submission of proof of operation from the date of revocation [in case of revocation] or date of incorporation [in case of suspension])

2 Mins.

10-20 Mins.

20 Mins.

5 Mins.

10 Mins.

Page 56 of 85



OPERATIONS MANUAL


CMD 3-02 PROCEDURE ON THE GUIDELINES COVERING THE USE OF THE PROPERTIES THAT REQUIRE OWNERSHIP REGISTRATION AS PAID-UP CAPITAL OF CORPORATION WORK PROCESS

MONITOR'S DESIGNATION Securities Counsel III

MONITOR'S PROCEDURE

BASIS OF EVALUATION

a. Memo to FAAD for further review and comment. FAAD indorses back to CMD with its recommendation, whether to grant the substitution for payment or not.

For Petitions for substitution of payment from properties to cash: The form and contents of the Petition as well as its supporting documents are analyzed and evaluated. The Petition must be verified and supported by a Board Resolution. For Petitions for Revocation of the related application at the instance of the corporation for its inability to comply with the Guidelines: The form and contents of the Petition as well as its supporting documents are analyzed and evaluated. The Petition must be verified, supported by a Board Resolution and the rescission of the Deeds of Assignments of the properties conveyed to the corporation. Determine also the number of times the corporation requested for extension of time to comply with the Guidelines. The Certified true copy of proof of transfer of ownership of properties used as payment in exchange for shares of stock must be submitted:

b. Preparation of the draft order granting or not the petition for substitution of payment.

PROCESSING TIME a. 10 Mins. b. 2 Hours


Review of the draft order, for consideration/approval of the CRMD Director.


Preparation of the Draft Order granting the Petition for the revocation of the related application.

Assistant Director

Review of the Draft Order, for consideration/approval of the CRMD Director.

CRMD Director

Approval of the Order.

20 Mins.


Releasing/Mailing of the approved Order.

10 Mins.

a. land/real properties -120 days b. properties other than land, such as shares of stock, motor vehicles, partnership units – 90 days.

30 Mins.

2 Hours

30 Mins.

Note: If the corporation submits the proof of transfer (T.C.T.) of the property in the name of the corporation, CRMD acknowledges the same thus a letter reply and such is attached / recorded in the records of the corporation.

Page 57 of 85



OPERATIONS MANUAL


CMD 3-03 SENDING OF NOTICES CONFERENCES AND SHOW CAUSE ORDERS TO CORPORATIONS REFERRED BY OFFICE OF THE GENERAL ACCOUNTANT (OGA) TO BE IMPOSED PENALTIES WORK PROCESS


MONITOR'S PROCEDURE

BASIS OF EVALUATION

PROCESSING TIME

Assistant Director

Memo received from the OGA with the findings and imposed fines is assigned to a monitor.

5 Mins.


Printing of the Document Index List to determine deficiencies and compliance with the other reportorial requirements of the Commission.

1. Emphasis is on the form and contents of Financial Statements which must be filed within 120 days from the end of the corporation's fiscal year is analyzed to determine compliance with the applicable laws, rules and regulations with the exception of Material Deviation (Sections 38, 43 and 141 of the Code, Memorandum Circular No. 8 series of 2009 and Memorandum Circular No. 4, series of 2013).


Prepare Show Cause Order which includes the findings of the OGA (a conference date is scheduled).

Assistant Director

Signing of the Show Cause Order.


Mailing of the Show Cause Order.


On the date of Conference, presentation Monitoring Sheet with the findings to the applicant at the counter.

Securities Counsel

Review of the findings of the Monitor.

Assistant Director


5 Mins.

Monitor* (Regular Employees and Contractual Employees

Upon payment of the assessed fines Payment Assessment Form (PAF) is prepared.

5 Mins.

20 Mins.

2. The Stock and Transfer Book or Membership Book must be registered within thirty (30) days from the date of the approval of the corporation's certificate of incorporation (Section 74 of the Corporation Code of the Philippines).

10 Mins.

3. The form and contents of the General Information Sheet (GIS) which must be filed within thirty (30) days from the date of annual meeting is analyzed and evaluated to determine whether its entries conform to its latest approved Articles of Incorporation and Bylaws as well as the applicable laws, rules and regulations of the Commission (Sections 16, 23, 25, 48, 50 and 141 of the Code and Memorandum Circular No. 8, series of 1998).

15 Mins.

5 Mins. 5 Mins.

15 Mins.

Page 58 of 85



OPERATIONS MANUAL MONITOR'S DESIGNATION

MONITOR'S PROCEDURE

BASIS OF EVALUATION

PROCESSING TIME


Preparation of the Confirmation of Payment of Fines (COP)

5 Mins.

Assistant Director


10 Mins.


Release of the COP and MS.

5 Mins.

Note: If the corporation does not appear during the scheduled conference a second Show Cause Order will be sent. In case that there will still be no appearance of the corporation in the second notice, the compliance of such corporation to pay the imposed fines are referred to the Enforcement and Prosecution Department for institution of appropriate action through a memorandum with the list of delinquent corporations.

Page 59 of 85




CMD 3-04 PAYMENT WITH REQUEST FOR INSTALLMENT OR REDUCTION OF FINES WORK PROCESS


MONITOR'S PROCEDURE

BASIS OF EVALUATION

PROCESSING TIME

1. Upon receipt of letter of the corporation or applicant, review of the qualification for such remedy is undertaken for the reduction of fines or installment payment. 2. Prepare memo to En Banc. However, corporation with Petition to Lift Order of Revocation requesting for installment, the memo is addressed to the Supervising Commissioner.

The corporation must comply with the requirements of SEC Resolution No. 755 series of 2013 and SEC Resolution No. 756 series of 2013 for requests for installment payment and SEC Resolution No. 754, series of 2013 for reduction of fines.

15 Mins.

20 Mins.

CRMD Director

1. Approval of the Memo. 2. Presentation of the request with the En Banc.

20 Mins.

Commission en Banc

Approval by the Commission en banc or Supervising Commissioner as the case may be.

Deliberated during the en Banc meeting.


Inform the applicant about the decision of the en banc or Supervising Commissioner through a letter.

20 Mins.


Payment of the reduced fines or payment or the first installment.

20 Mins.


In case of installment, the corporation is required to deposit Post Dated Checks (PDC) to cover for the other scheduled payments. Note: In case of installment Monitor will endorse the PDC’s to FMD. Assigned monitor/ Encoder will monthly check compliance of the particular corporation on their staggered payments.

15 Mins.


Preparation of the Confirmation of Payment of Fines (COP). (For corporations with installment, Confirmation of Payment is issued upon full payment.).

10 Mins.

Assistant Director

Signing of the Confirmation of Payment.

10 Mins.


Release of the Confirmation of Payment.

10 Mins.

Page 60 of 85




CMD 3-05 ORDERS OF REVOCATION on grounds of fraud in procurement of registration & ORDERS OF SUSPENSION for non-filing of reportorial requirements WORK PROCESS


MONITOR'S PROCEDURE

1.Upon the request of the applicant or motupropio, Notice of Conference and Summons is send. 2.Drafting of Orders of Revocation if sufficient grounds exist and documents support the finding.

BASIS OF EVALUATION

PROCESSING TIME

Letters, complaints, petitions are analyzed to determine whether the allegations of fraud or non-filing of reports is sufficient in form and substance. (i.e. Petition must be verified).

15-30 Mins.

15-30 Mins.

Assistant Director

Review of the Draft Order.

10-20 Mins.

CRMD Director

Review and Approval of the Draft order.

20 mins.


Preparation of final order as approved and preparation of the transmittal letter.

10 mins.

CRMD Director

Signing of the Director of the Final Order.

5 Mins.


Releasing/ Mailing of the approved Order.

10 Mins.


If there is no appeal within the prescribed period a change of status of the corporation from “Registered” to “Revoked” is effected.

15-20 Mins.

Page 61 of 85




CMD 3-06 DOUBLE FILING OF GENERAL INFORMATION SHEETS WORK PROCESS


MONITOR'S PROCEDURE

BASIS OF EVALUATION

PROCESSING TIME

1.Sending of Summons or Notice for Clarificatory Conference. 2.Holding of the Conference as scheduled. (Note: follow the Guidelines set forth in SEC Office Order No. 242 Series of 2013). 3.Upon determination that there exist an intra-corporate controversy, preparation and drafting of the Order recommending the stamping of “disputed” in all submission of the corporation (reports) is undertaken.

During the monitoring or motupropio or upon the request, it was determined that there is more than one (1) set of GIS filed by two (2) different groups.

15 Mins. 30-60 Mins. (varies) 15 Mins.

The content of the GIS are analyzed and evaluated to determine whether there is a discrepancy in the officers or stockholders/members of the corporation.

30 Mins.

CRMD Director

Approval of the Order.

10 Mins.

Corporate Filing and Records Division (CFRD)/ Central Receiving and Records Division (CRRD)

Implementation of the Order or have the reports filed marked as "DISPUTED".

5 Mins.

Page 62 of 85



OPERATIONS MANUAL

CORPORATE FILING AND RECORDS DIVISION (CFRD) PROCEDURE NUMBER: CFRD-NVRU-01 PROCEDURE TITLE: NAME VERIFICATION AND RESERVATION WORK PROCESS SERVICES RENDERED


A. Inputs proposed name of applicant for name verification and reservation

Records Specialist II

B. Verifies and reserves proposed corporate names that skip the validation process of the SYSTEM (overriding of the system due to disapproval of names)


VERIFICATION PROCEDURE

PROCESS ING TIME

i.

After the number has been called, the applicant submits the filled up request form together with the money stamp to verification officer; ii. Verification officer inputs proposed company name in the system iii. If proposed name is allowed by the system, the reservation and confirmation notice is printed and given to the applicant; iv. In case of disallowance of proposed company name, the verification officer verifies the other preferences of the applicant. (maximum of three (3) proposed names per number)

3 minutes per name

Once the queuing number is called, applicant submits the filled up request form together with letter of appeal acted by the Asst. Director or Director of CRMD and with money stamp to the verification officer

5 minutes per name

The officer searches/verifies if the proposed name is available for use If proposed names is available, the name will be directly reserved in the database The reservation and confirmation notice will be given to the applicant

C. Payment confirmation process for reservation done outside the SEC (Tellering)


D. Letter of Appeal


After transmittal of the letter of appeal to Corporate Filing and Records Division-CRMD, the same is forwarded to the Name Verification Unit for determine the reason for the denial of the proposed company name

CFRD Assistant Director

The Name Verification Unit will indicate the closest or nearest reserved or registered name and the reason why the name was denied by the system, if possible

The verification officer inputs the reservation reference number (RRN) in the i-REGISTER SECTELLER module

1 minute per name

Print-out the corresponding confirmation notice

As soon as the comment of the Name Verification Unit is forwarded to the CFRD-CRMD, the appeal letter will immediately be acted upon In case of approval, the appealed letter will be noted “OK” and will be issued to the appellant-applicant directing to proceed in the Name Verification Unit for overriding purposes

Page 63 of 85



OPERATIONS MANUAL SERVICES RENDERED


VERIFICATION PROCEDURE

Submission of all the required documents to the Central Receiving Unit, CRRD, Grd. Flr.

In case of disapproval, a formal denial letter is issued advising the appellant-applicant to reserve other name/s or to further appeal the use of name in the Office of the General Counsel

PROCESSING TIME

Page 64 of 85




CFRD 2-01 RECEIVING OF APPLICATIONS FOR REGISTRATION OF DOMESTIC AND FOREIGN CORPORATIONS WORK PROCESS

SERVICES RENDERED A. Domestic (Stock and Non-Stock) Corporation and Partnership B. Foreign (Corporations under FIA, Branch and Representative Office, RHQ and ROHQ


SERVICES RENDERED

PROCESING TIME

Applicant

Registrant presents his application to Receiving Officer (RO)

Receiving Officer

1. Check the machine validation on the PAF, identify the type of application filed, checks the number of sets presented and the completeness of each set

7 mins per set of documents

2. Stamp "RECEIVED" on the first page of the application on each set, affix signature and date 3. Retain 3 sets of the application (original, archival) and return the remaining copies RO Aide

4. Record the corporate name and type of documents submitted in the Receiving Logbook

RO Aide

5. Transmit the received application to CPRD

2 mins per set of documents within the day

6. Counter check the applications forwarded by RO Aide and affix signature in the Receiving Logbook

depends on the volume of applications forwarded

Note: Applications for license to do business are forwarded to the Licensing Unit

Page 65 of 85




CFRD 2-02 RECEIVING OF APPLICATIONS FOR AMENDMENTS OF DOMESTIC/ FOREIGN CORPORATIONS AND CORPORATIONS WITH SECONDARY LICENSES WORK PROCESS


PERSON/STAFF DESIGNATED Applicant

Receiving Officer

SERVICES RENDERED

PROCESSING TIME

Registrant presents his application to Receiving Officer (RO)

1. Check the machine validation on the PAF, identify the type of application filed, checks the number of sets presented and the completeness of each set

7 minutes per set of documents

2. Stamp "RECEIVED" on the Directors’ Certification and first page of the application on each set, affix signature and date

C. Applications for Secondary Licenses including renewals

3. Retain 3 sets of the application (original, archival) and return the remaining copies RO Aide

4. Record the corporate name and type of documents submitted in the Receiving Logbook

RO Aide

5. Transmit the received application to CPRD 6. Counter check the applications forwarded by RO Aide and affix signature in the Receiving Logbook

2 minutes per set of documents within the day depends on the volume of applications forwarded

Note: Applications for license to do business are forwarded to the Licensing Unit

Page 66 of 85




CFRD 3-01 RELEASING OF APPLICATIONS FOR DOMESTIC/FOREIGN CORPORATIONS AND CORPORATIONS WITH SECONDARY LICENSES WORK PROCESS



SERVICES RENDERED

PROCESSING TIME

Claimant

Get service number and wait for his number to be called by the Releasing Officer (RO)


1. Call service number on a first come, first served basis

10 mins per documents if sorted

2. Check OR and look for the corporate name of the corporation from among the sorted documents

20 mins for documents not sorted

If documents are not yet sorted, RO forwards it to the next RO, affixes notarial seal on the claimed document

C. Applications for Secondary Licenses including renewals

Records the corporate name, SEC No., type of document and date of approval and OR Number

D. Amendments of Domestic and Foreign Corporations/ Partnership

3. Stamp OR "Released" with date of approval and date released For approved registration:

Batching: end-ofthe-day activity

Releasing Officer

Counter check the batch list forwarded by the Office of the Director prior to transmittal to the Micrographics Unit

variable

For approved amendments: Log on the i-register system. The system creates a batch list depending on the documents checked off from the list of encoded documents. Approved and sorted documents are forwarded to the Micrographics Unit together with the batch list Micrographics Unit Releasing officer

Counter check the batch list and sign in the batch lists

Next day

Compiles the batch list for future reference

Page 67 of 85



OPERATIONS MANUAL SERVICES RENDERED


SERVICES RENDERED

PROCESSING TIME

Mailing every 15 days

Releasing officer

Unclaimed documents are pulled-out from the shelves and mailed depending on the approval date

1 day

1. Affix the Commission's notarial seal on the unclaimed documents 2. Checks the mailing address of the corporation 3. Create a list of unclaimed documents for mailing indicating the company name, SEC No. of document approved and date of approval 4. Type the company name and mailing address on an envelope and inserts the approved documents then seals it 5. Forward sealed and enveloped documents together with the mailing list to the Mailing Section Mailing Section

6. Support staff from the Mailing Section verifies the sealed documents against the mailing list and acknowledges receipt thereof

Next day

Page 68 of 85




CFRD 4-01 CERTIFICATIONS WORK PROCESS

NATURE OF APPLICATION


A. Negative Certification

CERTIFICATION PROCEDURE

PROCESSING TIME

1. Upon receipt of the application form, the applicant will be advised to return after three (3) days Contractual/LBP

The application form will be routed to the following Units:  Name Reservation Unit  Staff Research Unit  Corporate and Partnership Registration Division 2. Each and every unit will search and confirm registration or nonregistration of the inquired entity/ies 3. After confirmation of its non-registration, the applicant will be required to pay the fee. 4. After payment of the certification, the certification will be prepared. 5. The Certification will be forwarded to the Records Officer for review and authentication

B. Corporate Filing and Information/ Affirmative Certification


6. Countersignature of the Records Officers

CFRD Asst. Director

7. The Certification will be forwarded to the Asst. Director for final signature

Contractual/LBP

8. After signing by the Asst. Director, the Certification will be forwarded back to the Certification Officer for the affixing of money stamp and issuance of the same to the requesting applicant

Contractual/LBP

1. Upon receipt of the Certification Officer of the duly filled-up application form, the same will be forwarded, as the case may be to the following:  Staff Research Unit (SRU)  SRU Offsite 2. After gathering the requested data and/or information from SEC Database or Records maintained by the Commission, the same will be forwarded to the Certification Officer

1 hour, if the requested information are available in the Digital Imaging System (DIS) or in the microfilm rolls.

3. The Certification Officer will prepare the certification based on the information received Records Specialist III

4. The certification will be forwarded to the Records Officer for review 5. The Records Officer after review will countersign the certification

CFRD Asst. Director

6. The certification will be forwarded to the Asst. Director for final signature 7. The certification is forwarded to the Certification Officer and issuance to the requesting applicant

Page 69 of 85



OPERATIONS MANUAL NATURE OF APPLICATION C. Certificate of Present Status/Good Standing



1.

Upon receipt of the application form, the applicant will be required to proceed directly to the Compliance Monitoring Division of the CRMD for monitoring purposes

2.

The Compliance Monitoring Division will monitor and check compliance with the SEC Reportorial Requirements The duplicate copies will be forwarded to CFRD for purposes of encoding.

3.

PROCESSING TIME Usually one (1) day or depending on the compliance of the applicant

 The Monitoring Officer will verify compliance using the SEC Registration database  Once revocation is confirmed, applicant will be referred to a Securities Counsel for advice.  The applicant will submit the report/s needed to the SEC Central Receiving Unit.  The applicant presents the receiving copy report/s submitted to the Monitoring Officer for purposes of computation and preparation of the assessment sheet and signs it.  Upon filing of reports Monitoring Officer signs the assessment sheet  The assessment sheet will be forwarded to and signed by the Asst. Director.  After payment of the assessed penalty, the applicant will present the Official Receipt to the Monitoring Officer in charge for the preparation of the Order of Payment  The Order of Payment will be forwarded to the Asst. Director for final signature.  The original copy will be given to the applicant duly stamped “received” in the duplicate copy.  The applicant will present copy of the Order of Payment as well as the Petition for the Lifting of the Order of Revocation to the Securities Counsel  The Securities Counsel will review the Petition and determines whether the reason indicated therein is meritorious warranting the lifting of the revocation order.  When the Petition is valid as to form and substance, the applicant will be required to return the following day  The Securities Counsel will prepare the Order for the lifting of the Order of Revocation  The Order will be forwarded to the Asst. Director for review and countersignature.  The Order will be then forwarded to the Director for final signature.

With OGA approval

 The Order will be forwarded to the releasing officer.  The original copy of the Order will be issued to the applicant the duplicate copy duly mark received by the applicant.   The duplicate copies, the Order for Payment and Order lifting Revocation will be forwarded to CFRD for purposes of encoding and delisting in SEC Website.  The Monitoring Officer in charge shall indicate in the Good Standing application Form that the corporation has settle its reportorial requirements  4. 5.

When all the requisite clearances have been secured, the applicant will submit the same to the Certification Officer. The Applicant will be required to pay the Certification Fee at the SEC Cashier

Page 70 of 85



OPERATIONS MANUAL NATURE OF APPLICATION



6. 7.

PROCESSING TIME

After payment of the required fee, the applicant will present the Official Receipt to the Certification Officer The Certification Officer will prepare the Certificate of Present Status and signs it.

8.

The Certification will be reviewed by a Record Officer and by the Asst. Director both of which will sign.

9.

The Certification will be forwarded to the Director for final signature

10. The certification will be forwarded back to the Certification Officer for release to the applicant D. Paid up Capital (Based on General Information Sheet)

1.

Upon receipt of the application form, the Certification will transmit the same to the Staff Research Unit (SRU) to secure the source document.

2.

After the source document has been located and photocopied by SRU, the same will be forwarded to the Certification Officer.

3.

The Certification Officer will require applicant to pay the fee to the SEC Cashier.

4.

After payment, the applicant will present the Official Receipt, then the Certification will be prepared based on the latest source document.

5.

The certification will be reviewed by the Records Officer.

6.

The certification will be forwarded to and signed by the Asst. Director. The certification will be forwarded back to the Certification Officer who will then release the same to the applicant.

7.

2 hours

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CFRD 5-01 LICENSE CONTROL AND DOCUMENT TRACKING UNIT WORK PROCESS



Data entry of Application for amendments to primary licenses

The CRMD Receiving Unit forwards received amendment documents to the LC/DTU that were preprocessed by the CPRD/FAAD and whose filing fees are already paid at the cashier.

1. Check payment information (number of documents and documents paid for) against amendment document/s.

The Encoder acknowledges the documents by affixing his initials on the logbook used to manually record the transfer of the document from the CRMD Receiving Unit to the LCDTU.

6. Stamp each copy with the LCU rubber stamp and affix initials and current date on the space provided for the purpose.

Amendment documents are presented to, and approved by the SEC extension office. These will be forwarded to the LC/DTU, through the Central Receiving Unit of the CRRD/HRAD

1. Check amendment information stated in Directors' Certificate against amendment document. 2. Confirm machine validation for payment of filing fee/s.

(documentation purposes only, to capture the filing of an amendment document)

TRACKING PROCEDURE

PROCESSING TIME

7-10 minutes/ document

2. Confirm machine validation for payment of filing fee. 3. Enter the following information in the SEC i-Register: SEC No., entity name, form type and amount paid. 4. One document is one data entry. 5. Write the system-generated Document ID on the lower portion of the PAF. In the case where an entity filed several documents simultaneously (ex: ICS/AAI), the document is indicated before each Doc. ID.

7. Print the Daily Report. 8. Forward the amendment documents, in batches and with a copy of the Daily Report attached, to the SRU for reproduction of the documents needed in the processing of the same. Exemption: where the SEC No. is still invalid, additional tasks will have to be done before the steps described above.

7-10 minutes/ document

3. Enter the following information in the SEC i-Register: SEC No., entity name, form type and amount paid. 4. One document is one data entry. 5. Write the system-generated Document ID on the upper right hand of the each SEC Certificate. 6. Forward the amendment documents, in batches and with a copy of the Daily Report attached, to the Micrographics Unit of the Central Receiving and Releasing Division. Exemption: where the SEC No. is still invalid, additional tasks will have to be done before the steps described above.

Data entry of Application for Secondary Licenses.

The Licensing Unit of the CRMD forwards to the LCDTU the Secondary

1. Check approved Secondary License application transmitted by the Licensing Unit against logbook recordings

5 -7 minutes/ document

2. Check payment information (number of documents and documents paid for) against secondary license document/s. Page 72 of 85



OPERATIONS MANUAL (documentation purposes only, to capture the filing of an amendment document)

Data entry of new registrants approved by the extension offices

License Applications presented to, and approved by the Unit. The Encoder acknowledges the documents by affixing his initials on the logbook used to manually record the transfer of the document from the CRMD Receiving Unit to the LCDTU. CRRD/HRAD forwards to LCDTU approved primary registrations transmitted to the head office by the extension offices in bulk

3. Confirm machine validation for payment of filing fee. 4. Enter the following information in the SEC i-Register: SEC No., entity name, form type and amount paid. 5. One document is one data entry. 6. Write the system-generated Document ID on the upper right hand of the Certificate of Registration for Secondary Licenses. 7. Print the Daily Report. 8. Forward the approved Secondary License Registrations, in batches and with a copy of the Daily Report attached, to the Micrographics Unit of the CRRD/ HRAD. SEC Nos. are pre-assigned to the extension offices and issued only upon their request. Using the i-Register, the following activities are performed: 1. Name of approved entity is reserved using the Name Verification and Reservation Module of the System. System-generated RRN is copied and written on the lower left of the Certificate of Registration; 2. On the Encode Company Registration Module of the i-Register, the RRN and SEC No. are provided. RRN is from the reservation of name, and the SEC No. is on the Registration Certificate issued by the approving extension office

Data entry of Company Information: 25-30 minutes/ record Data entry of Receiving Information: 3 to 5 minutes

3. Continue data entry to complete company information required by the system, i.e. contents of AIBL 4. At the end of the day, forward to responsible encoder the finished incorporation documents. 5. Responsible encoder will verify attached documents against the Registration Certificate. 6. Confirm machine validation for payment of filing fee/s. 7. Enter the following information in the SEC i-Register: SEC No., entity name, form type and amount paid. 8. One document is one data entry. 9. Write the system-generated Document ID on the upper right hand of the each SEC Certificate of Registration. 10. Forward the registration documents, in batches and with a copy of the Daily Report attached, to the Micrographics Unit of the Central Receiving and Releasing Division.

Page 73 of 85



OPERATIONS MANUAL Updating of company information based on amendment documents approved in the Head Office

SRU copy of the approved amendment document is forwarded to the encoder (contractual employee)

Using the Amendment Encoding Module of the i-Register, the following company information can be updated singularly or severally, based on the approved amendment documents: a. entity name; b. purposes; c. address; d. term of existence; e. number of directors; f. annual meeting; g. fiscal year.

10 to 12 minutes/ document

Correct system information on corporate name and status

Present the required documents as reproduced from available SEC documents and authenticated by the SRU

Using the corresponding i-Register module, status of an entity can be updated, and name, corrected

3 to 5 minutes/ correction

Data entry of internally generated documents

The operating divisions of CRMD, forwards to LCDTU their internally generated documents (as enumerated in the previous column).

For i-Register: 1. If any, check payment information stated in the document against amount validated in the PAF.


2. Confirm machine validation for payment of filing fee. 3. Enter the following information in the SEC i-Register: SEC No., entity name, form type, date of filing, period date and amount paid. 4. One document is one data entry. 5. Write the system-generated Document ID on the upper right hand of the internally generated document. In the case where there are several documents for any entity the Doc ID is stated in each document. 6. At the end of the day, print the Daily Report. 7. Forward the documents, in batches and with a copy of the Daily Report attached, to the Micrographics Unit of the CRRD/HRAD. For i-Report (paper submission) 1. If any, check payment information stated in the document against amount validated in the PAF.


2. Confirm machine validation for payment of filing fee. 3. Enter the following information in the SEC iReport: SEC No., entity name, form type, date of filing, period date and amount paid. 4. One document is one data entry. 5. Generate the bar code page, and attach to document. 6. After every 20 documents, print the batch list. 7. Forward the documents, in batches and with a copy of the batch list attached, to the Micrographics Unit of the CRRD/HRAD.

Page 74 of 85




CFRD 6-01 AUTHENTICATION OF DOCUMENTS WORK PROCESS



AUTHENTICATION PROCEDURE

PROCESS TIME

1. Request from government agencies such as but not limited to NBI, AFP, courts and SEC extension offices

Microfilm support staff

1. Verify the request and required documents from existing SEC Information System (i-view module of the i-report system

immediately

Microfilm support staff

2. Print requested documents and/or reports

Records specialist

3. Stamp and initial every page of the reproduced documents or report/s including the page number

Records specialist

4. Stamp and initial the backside of the last page with a certification that the said documents are true reproductions of the official records, stating the number of pages in the set, name of entity and name of the requesting office

Assistant Director (AD) Records Specialist 2. Requests from the public when the document/s or report/s are not available in the i-View

5. Forward copies to the CFRD AD for signature 6. Forward authenticated copies to the requesting agency together with a formal reply

Records Clerk

1. Retrieves Official records (OR) from the offsite Archival Section

Records Clerk

2. Forward OR to PRU

within the day

PRU Clerk

3. Photocopy the requested documents from the OR

within the day

PRU Clerk

4. Stamp each page for the page number and number of pages, to be filled up by CFRD's Records Specialist 5. Stamp the backside of the last page of each set with a certification stating that the said documents are true reproduction of the OR, when issued, number of pages, name of the corporation and OR number for the initial of CFRD Records Specialist and signature of CFRD AD 6. Forward stamped copies to be authenticated and OR to CFRD 2nd Floor 7. Counterchecks stamped copies of the documents against the OR and initial each page stating therein the number of pages

within the day

CFRD Records Specialist

8. Forward initialled copies to CFRD AD for signature

within the day

CFRD Assistant Director

9. Initial forwarded set of documents

within the day

Records Specialist

10. Return signed copies together with the OR to PRU

within the day

PRU Clerk

11. Assess fees to be paid, issue PAF and instruct requesting party to pay at the Cashier

within the day

12. Returns PAF with machine validation

within the day

PRU Clerk

13. Fill up the backside of each set stating the date of issuance of the authenticated copy, number of pages, name of the corporation and OR number

within the day

PRU Clerk

14. Release authenticated copy to requesting party

within the day

PRU Clerk

PRU Clerk CFRD Records Specialist

Requesting Party

1 to 3 days

within the day

within the day within the day

Page 75 of 85



OPERATIONS MANUAL

PUBLIC ASSISTANCE CENTER under the Office of the Director WORK PROCESS

TYPE OF ASSISTANCE

PERSON-IN-CHARGE

ASSISTANCE PROCEDURE


ASSISTANCE TIME

Walk-in query

SEC Complaints Specialist

Call client on a first come, first served basis

Render advice depending on the kind of query

Immediate

Referral to appropriate division/ department


Call client on a first come, first served basis

Office of the Director endorse referral slip to the different SEC departments

Immediate

Phone query


Answer telephone calls on a first come, first served basis (Note: there are two telephone lines being served in the PAC

Render advice depending on the kind of query

Immediate

Page 76 of 85



OPERATIONS MANUAL

PROCESS AT THE SATELLITE OFFICE PROCEDURE NUMBER: SO 1 PROCEDURE TITLE: Registration of DOMESTIC STOCK and NON-STOCK CORPORATION and PARTNERSHIP WORK PROCESS TYPE OF APPLICATION

Stock corporation 100% Filipino equity participation


Service Contractual


60% Filipino and 40% Foreign equity participation 100% Foreign equity participation under FIA

PROCESSORS' PROCEDURE 1. Receive application for preprocessing of assigned processor based on first come, first served basis 2. Evaluate/pre-process registration forms and other documentary requirements For INCOMPLETE application, Processor returns and advises the applicant to comply with the deficiencies, start with No. 1


Non-stock corporation

3. Prepare Payment Assessment Form (PAF) and instruct applicant (a) to pay at any Land Bank Branch/ SEC Cashier and (b) advise when the Certificate of Incorporation/ Recording of Articles of Partnership can be claimed

Ordinary association Foundation

Service Contractual (Satellite)

Condominium Corporation Corporation Sole Other entities

similar

SEC Support Staff/ Service Contractual (Main Office)

4. Receive application, with proof of payment and forward application to SEC Main Office to generate SEC Registration Number and URR

5. Input Corporate name and SEC No. in the Master list and print Certificate of Incorporation via SEC i-register and URR

Partnership General Partnership

CRMD Director

Limited partnership

6. Review and sign certificate of incorporation/ recording of articles of partnership

For application WITH DEFICIENCIES, return to No. 2 then back to No. 6 once deficiencies are complied with

Professional Partnership Foreign-owned Partnership




SUBJECT OF EVALUATION Compliance following:

with

PROCESSING TIME the

Provisions of the Corporation Code of the Philippines, SEC rules and regulations and other existing laws. M.C. No. 21 s. of 2013 on Omnibus Guidelines and Procedures on the use of Corporate and Partnership names


Anti-Dummy law requirements on composition of the Board M.C. No, 8 s. of 2013 on Filipino-foreign ownership on nationalized and partly nationalized activities E.O. 389: 9th Foreign Investment Negative List M.C. No. 3 s of 2006 on principal office and SEC MC No. 6 s. of 2014 on amendment of the principal office address SEC Resolution dated September 18, 2003 on the date of annual meeting E.O. 98 dated April 28, 1999 on Tax Identification Number (TIN) MC No. 1 s. of 2013 on mandatory TIN of foreign investors

9. Receive certificate of incorporation/recording of the articles of partnership and release the same to the applicant upon presentation of Official Receipt Page 77 of 85



OPERATIONS MANUAL

PROCEDURE NUMBER: SO 2 PROCEDURE TITLE: License to Business in the Philippines of FOREIGN CORPORATION WORK PROCESS TYPE OF APPLICATION

Branch Office


Service Contractual

Representative Office Regional or Area Headquarters



1. Receive application for preprocessing of assigned processor based on first come, first served basis


2. Evaluate application for license to do business and other documentary requirements Securities Specialist/ Service Contractual

Regional Operating Area Headquarters Securities Specialist/ Service Contractual

FAAD Examiner (Main office)

Securities Specialist/ Service Contractual (Satellite)


Service Contractual (Main Office)

For INCOMPLETE application, Processor returns and advises the applicant to comply with the deficiencies, start with No. 1

3. Prepare checklist of requirements and forward to Financial Analysis and Audit Division as to the financial aspect 4. Evaluate financial aspect and stamp ok for payment 5. Prepare Payment Assessment Form (PAF) and instruct applicant (a) to pay at the Land Bank branch/SEC Cashier and (b) advise when the License to do business can be claimed

6. Receive application with proof of payment and forward documents to Main Office 7. Input Corporate name and SEC No. in the Master list and print License to do Business via SEC i-register and URR

6. Sign certificate incorporation

of

CRMD Director

Provisions of the Corporation Code of the Philippines, SEC rules and regulations and other existing laws M. C. No. 21 s. of 2013 on Omnibus Guidelines and Procedures on the use of Corporate and Partnership names

PROCESSING TIME


M.C. No. 3 s of 2006 on principal office and SEC MC No. 6 s. of 2014 on amendment of the principal office address SEC Resolution dated September 18, 2003 on the date of annual meeting E.O. 98 dated April 28, 1999 on Tax Identification Number (TIN) M.C. No. 1 s. of 2013 on mandatory TIN of foreign investors Foreign Acts

Investment

Omnibus Investment Code

For application WITH DEFICIENCIES, return to No. 2, then return to No. 6



Page 78 of 85



OPERATIONS MANUAL Service Contractual (Satellite)

9. Receive and Release License to do Business upon presentation of Official Receipt

Page 79 of 85



OPERATIONS MANUAL

PROCEDURE NUMBER: SO 3 PROCEDURE TITLE: Application for AMENDMENT of STOCK AND NON-STOCK CORPORATION, PARTNERSHIP AND FOREIGN CORPORATIONS with PROOF OF MONITORING WORK PROCESS TYPE OF APPLICATION Amended Articles of Incorporation and By-laws of stock and nonstock corporation Amended Articles of Partnership including Deed of Assignments Petition Amendment License


Service Contractual




1. Assign application to processor for pre-processing on first come, first served basis


2. Evaluate /pre-process amendment application and other documentary requirements

for of


Change of Resident Agent

3. Prepare Payment Assessment Form (PAF) and instruct applicant (a) to pay at the Land Bank Branch/Cashier and (b) advise when the Certificate of Amendment/License can be claimed


Requirements of the Civil Code of the Philippines and other existing laws M.C. No. 21 s. of 2013 on Omnibus Guidelines and Procedures on the use of Corporate and Partnership names

M.C. No. 3 s of 2006 on principal office and SEC MC No. 6 s. of 2014 on amendment of the principal office address

4. Receive application with proof of payment and forward application to Main Office


5. Receive and record forwarded application for typing of certificate/ amended license



MC No. 1 s. of 2013 on mandatory TIN of foreign investors

of

For application WITH DEFICIENCIES, return to No. 6, back to No. 2 once deficiencies are complied with, return to No. 6

Service Contractual (Main Office)



8. Receive and release certificate of filing/amended license to applicant upon presentation of Official Receipt


M.C. No, 8 s. of 2013 on Filipino-foreign ownership on nationalized and partly nationalized activities

Service Contractual

CRMD Director

PROCESSING TIME

Anti-Dummy law requirements on composition of the Board E.O. 98 dated April 28, 1999 on Tax Identification Number (TIN) M.C. No, 8 s. of 2013 on Filipino-foreign ownership on nationalized and Page 80 of 85



OPERATIONS MANUAL

partly nationalized activities M.C. No. 14, series of 2013 amending Guidelines covering the use of the properties that require ownership registration as paidup capital of corporation dated September 1994

Page 81 of 85



OPERATIONS MANUAL

PROCEDURE NUMBER: SO 4 PROCEDURE TITLE: Application for INCREASE OF AUTHORIZED CAPITAL STOCK via SUBSCRIPTION CONTRACT OR OTHER MODE OF PAYMENT with PROOF OF MONITORING WORK PROCESS TYPE OF APPLICATION


Service Contractual



1. Receive application for preprocessing of assigned processor based on first come, first served basis


2. Evaluate application for license to do business and other documentary requirements Securities Specialist/ Service Contractual


FAAD Examiner (Main office)


SEC Support Staff/ Service Contractual (Satellite) SEC Support Staff/ Service Contractual (Main Office)

CRMD Director


SEC rules and regulations and other existing laws

3. Prepare checklist of requirements and forward to Financial Analysis and Audit Division as to the financial aspect

M.C. No. 21, s. of 2013 on Omnibus Guidelines and Procedures on the use of Corporate and Partnership names

4. Evaluate financial aspect and stamp ok for payment

E.O. 389: 9th Foreign Investment Negative List

5. Prepare Payment Assessment Form (PAF) and instruct applicant (a) to pay at the Land Bank branch/SEC Cashier and (b) advise when the License to do business can be claimed

6. Receive application with proof of payment and forward documents to Main Office 7. Input Corporate name and SEC No. in the Master list and print License to do Business via SEC i-register and URR


of

For application WITH DEFICIENCIES, return to No. 2, then return to No. 6

SEC Support Staff/ Service Contractual

Sec. 38 and other provisions of the Corporation Code of the Philippines


PROCESSING TIME


M.C. No. 3 s of 2006 on principal office and SEC MC No. 6 s. of 2014 on amendment of the principal office address SEC Resolution dated September 18, 2003 on the date of annual meeting Anti-Dummy law requirements on composition of the Board E.O. 98 dated April 28, 1999 on Tax Identification Number (TIN) M.C. No. 1, s. of 2013 on mandatory TIN of foreign investors M.C. No, 8 s. of Page 82 of 85



OPERATIONS MANUAL (Main Office)


9. Receive and Release License to do Business upon presentation of Official Receipt

2013 on Filipinoforeign ownership on nationalized and partly nationalized activities M.C. No. 14, series of 2013 amending Guidelines covering the use of the properties that require ownership registration as paidup capital of corporation dated September 1994

Page 83 of 85



OPERATIONS MANUAL

PROCEDURE NUMBER: SO 5 PROCEDURE TITLE: MONITORING of Stock and Non-Stock Corporations and Increase of Authorized Capital Stock WORK PROCESS TYPE OF APPLICATION


Service Contractual




1.Receive application for monitoring of reportorial requirements by the assigned processor based on first come, first served basis


2. Evaluate application and other documentary requirements For INCOMPLETE application, Processor returns and advises the applicant to comply with the deficiencies, start with No. 1




3. Prepare monitoring sheet for signature of Assistant Director/CRMD Director

4. Prepare Payment Assessment Form (PAF) and instruct applicant (a) to pay at the Land Bank branch/SEC Cashier and (b) advise when the Confirmation for Payment can be claimed

6. Receive application with proof of payment and forward documents to Main Office


7. Prepare Confirmation of Payment of Penalties and forward the same to Assistant Director

Assistant Director

8. Sign Confirmation of penalties




9. Receive and Release Confirmation of Payment of Penalties upon presentation of Official Receipt

The Stock and Transfer Book or Membership Book must be registered within thirty (30) days from the date of the approval of the corporation's Certificate of Incorporation in accordance with Section 74 of the Corporation Code of the Philippines (the Code).

PROCESSING TIME


The form and contents of the General Information Sheet (GIS) which must be filed within thirty (30) days from the date of annual meeting is analyzed and evaluated to determine whether its entries conform to its latest approved Articles of Incorporation and By-laws as well as the applicable laws, rules and regulations of the Commission (i.e. Sections 16, 23, 25, 48, 50 and 141 of the Corporation Code of the Philippines (The Code) and M.C. No. 8, series of 1998). The form and contents of Audited Financial Statements (AFS) which must be filed within 120 days from the end of the corporation's fiscal year or according to the schedule of filing Page 84 of 85



OPERATIONS MANUAL

of the FS is analyzed to determine compliance with the applicable laws, rules and regulations with the exception of Material Deviation (Sections 38, 43 and 141 of the Code, Memorandum Circular No. 8 series of 2009 and M.C. No. 4, series of 2013). Note: For Non-stock corporations with annual gross receipts of Php100, 000.00 or more, or with total assets of Php500, 000.00 or more its FS must be audited by an independent certified public accountant, otherwise, at the minimum shall be certified under oath by the corporation's treasurer (SRC Rule 68, as amended). For Stock corporations with a minimum paid in capital of Php50, 000.00 must be audited by an independent certified public accountant, otherwise, the FS at the minimum shall be certified under oath by treasurer of the corporation.

Page 85 of 85

OPERATIONS MANUAL

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