SEC Manual on Registration of Securities

8/11/2019 SEC Manual on Registration of Securities

1/10

For more information

on the requirements and procedure

on the registration of securities

you may write to:

The Equities and Bonds Division

CORPORATION FINANCE DEPARTMENT (CFD)

Securities and Exchange Commission

6th Floor, SEC Bldg., EDSA, Greenhills, Mandaluyong City

email: [email protected]

584-8508

Prepared by:

Investors Information Assistance and Publications Division

Economic Research and Information Department

7th

Floor SEC Building, EDSA, Greenhills, Mandaluyong City

REPUBLIC OF THE PHILIPPINES

SECURITIES ND EXCH NGE COMMISSION

A CITIZENS MANUAL ON

REGISTRATION OF SECURITIES

The Securities Regulation CodeRepublic Act No. 8799

(PAMPHLET NO.* 6)30 IX 2012

SEC Building, EDSA, GreenhillsMandaluyong City

584-0923-24

www.sec.gov.ph

Equities and Bonds DivisionCorporation Finance Department

* Pursuant to R.A. 6713 and Memorandum Circular 35 s. 2003 issued by the President on 17 March 2003,the SEC disseminates different pamphlets that give information about its mandate and functions,registration and reportorial requirements, fees and charges, and other relevant topics for the guidance of

investors and the general public.


2/10


3/10

REPORTORIALREQUIREMENTS

Form Type Filing Period

Annual Report(SEC Form 17-A)

Within 105 calendar days afterend of fiscal year

Quarterly Report(SEC Form 17-Q)

Within 45 calendar days afterend of quarter

Current Report(SEC Form 17-C)

Within 5 calendar days afterthe occurrence of the eventbeing reported

Notification of inability to file17-A or 17-Q(SEC Form 17-L)

On or before the filing ofreport

Notification of suspension of dutyto file reports under Sec. 17 (SECForm 17-EX)

As of the first day of fiscalyear

Report of 5% Holder(SEC Form 18-A)

Within 5 business days afteracquisition date

Report of 5% Institutional Buyer(SEC form 18-AS)

Within 45 calendar days afterthe end of fiscal year

Information Statement(SEC Form 20-IS)

Within 25 business days priorto meeting date (Preliminary &Definitive InformationStatement)Filing Fee: P5,050.00

Initial Statement of Beneficial Own-ers(SEC Form 23-A)

Within 10 calendar days afterthe effective date of RS orafter becoming an officer,director or 10% holder

Statement of Changes in Benefi-cial Ownership(SEC Form 23-B)

Within 10 calendar days afterthe close of each monththereafter

Secretarys Certificate of At-tendance of Directors

on or before January 30 of thefollowing year

Certification of Compliance withManual on Corporate Governance(SEC Form MCG2002)

Every January 30 of the year

Corporate Governance ScorecardOnce MCG is adopted by thecompany

Revised Manual on Corporate Gov-ernance

180 business days from the

date the Code becomeseffective.

16

REGISTRATION OF ALL OUTSTANDING SHARESPRIOR TO LISTING WITH THE PSE

Per SEC Memorandum Circular No. 9, Series of 2008, registration of sharesthat will be offered to the public by way of primary or secondary offering, orboth, and all unregistered outstanding shares of listed companies orcompanies that plan to list at the Philippine Stock Exchange.

Section 1.All outstanding shares shall be registered with the Commission:

Section 3. Notwithstanding the exemption provided for in Section 2, thecompanies referred to shall disclose to the Commission the total number ofshares that will be issued and offered to the public.

Section 4. All companies that want to apply for listing at the PSE shall, priorto listing, accomplish and submit SEC Form 10-1 to the Commission.

Plus: UP Legal Research Fee (UPLRF 1% of the filing fee) based onMaximum Aggregate Price of Securities to be Offered

COMPUTATION OF REGISTRATION FEE

Maximum Aggregate Price Amount of Filing Fee

Not more than P500 Million0.10% of the maximum aggregateprice of the securities to be offered

More than P500 Million but notmore than P750 Million

PhP500,000.00 plus 0.075% of theexcess over P500 Million

Not more than P750 Million but notmore than P1 Billion

PhP687,500 plus 0.05% of theexcess over P750 Million

More than P1 BillionPhP812,500.00 plus 0.025% of theexcess over PhP1 Billion

a. Companies that will make an Initial Public Offering (IPO);

b. Companies applying for Listing by Way of Introduction; and

c. Public Companies that will make an IPO or Listing by way ofIntroduction

Section 2. No registration shall be required for the outstanding shares of thefollowing companies:

a. Shares already registered with the Commission but were not listed bytheir companies at the PSE and are applying for listing for the firsttime;

b. Registered shares of companies, or shares of companies covered

by Sections 10.1 and 10.2 (Exempt Transactions) of the SecuritiesRegulation Code (SRC), that are applying for listing at the PSE; and

c. Shares already listed at the PSE that were not registered with theCommission pursuant to Section 5(a)(3) of the Revised SecuritiesAct, now Section 9(e) of the SRC


4/10

FILING REQUIREMENTS

SEC FORM 12-1

PART I. INFORMATION REQUIRED IN A PROSPECTUS

PART II. INFORMATION INCLUDED IN REGISTRATION STATEMENTS BUTNOT REQUIRED IN THE PROSPECTUS

EXHIBITS AND INDEX OF EXHIBITS REQUIRED

Three (3) copies each of the exhibits required in the exhibit table shall be filedor incorporated by reference as part of the registration statement or specified

report.

Form Type:(1) SEC FORM 12-1, As Amended(2) Prospectus and Exhibits

No. of Copies:One (1) manually signed copyTwo (2) conformed copies

Paper Size: A4 Size Paper or /8 x 11 inches

Item 1. Front of Registration Statement and Outside Front Cover Pageof Prospectus

Item 2. Inside Front Cover and First Two Pages of Prospectus

Item 3. Risk Factors and Other Information

Item 4. Use of Proceeds

Item 5. Determination of the Offering Price

Item 6. Dilution

Item 7. Selling Security Holders

Item 8. Plan of Distribution

Item 9. Description of Securities to be registered

Item 10. Interest of Named Experts and Independent Counsel

Item 11. Information with respect to the Registrant

Item 12. Financial Information (SRC Rule 68, as amended and 68.1)

Item 13. Other Expenses of Issuance and Distribution

Item 14. Exhibits

Item 15. Signatures

Item 16. Other Documents

2

(Use the registrants letter head)

Date

THE SECURITIES AND EXCHANGE COMMISSIONSEC Building, EDSA, Greenhills

Mandaluyong City

RE: AUTHORITY TO EXAMINE BANK ACCOUNTS

I, ____________(position) of _______________________(the Company),with office address at ______________________, as the duly authorized officerof the company and in compliance with the requirements under SRC Rule 12.1in connection with the Registration Statement filed by_____________________ relative to the registration of __________________,Hereby authorize the Securities and Exchange Commission and its dulyauthorized representatives (SEC to access, inspect and copy all the bankaccounts of the Company, and all of its subsidiaries, such as but not limited to

the following:

The said authority to access, inspect and copy the Bank Accounts shall alsoapply to person/entities that are under common control with or by the Company.

I have been authorized by the Board of Directors of the above namedCompanies, through the appropriate board resolutions, to issue thisauthorization to SEC.

This authorization shall be for all banks, domestic or foreign, wherein accountsare maintained and shall be continuous for as long as the registration ofsecurities of the issuer is effective and subject Bonds remain outstanding.

The Company hereby absolves and renders harmless SEC and its dulyauthorized representatives from any and all complaints, causes of action andsuits, civil and criminal that may be filed in relation to the issuance of thisauthorization and its exercise by SEC of its duty.

Very truly yours,

__________________________(Signature over Printed Name)

15


5/10


6/10

EXHIBITS TO BE FILED BY INVESTMENT COMPANIES

EXHIBITS TO BE FILED FOR WARRANT ISSUES

(19) Material Foreign Patents

(20) Letter re: Unaudited Interim Financial Information

(21) Letter re: Change in Certifying Accountant

(22) Subsidiaries of the Registrant

(23) Published report regarding matters submitted to vote of security holders

(24) Consent of Experts and Independent Counsel

(25) Power of Attorney

(26) Statement of Eligibility of Trustee

(27) Exhibits to be filed with Commercial Papers/Bond Issues

(28) Exhibits to be filed with Stock Options/Rights Offering

(29) Exhibits to be filed by Investment Companies

(30) Exhibits to be filed for proprietary or non-proprietary shares issues

(31) Secretary's Certificate as to adoption by the Board of certain corporategovernance principles

(32) Listing Application/Order filed/approved by the Philippine StockExchange (PSE) (if shares are to be listed in an Exchange)

(33) Consolidated Audited Financial Statements (SRC Rule 68, as amendedand 68.1) together with Statement of Management Responsibility on theFinancial Statements

(34) Reporting and Attestation of Pro-Forma Financial Information(SEC Memorandum Circular No. 2, Series of 2008 (if applicable)

(1) Copies of Proposed Management Contracts, Distributionship,Underwriting and Escrow or Custodial Agreements, and other contractspertaining to the investment, management or sale of securities;

(2) Certification under oath, by the President and Chairman of the Board, ortheir equivalent in rank describing the involvement.

(1) Copy of Warrant Certificates

(2) Copy of a Warrant Instrument or a Deed containing the terms andconditions of the Warrant

4 13

ANNEX "A"

REPUBLIC OF THE PHILIPPINESDepartment of Finance

SECURITIES AND EXCHANGE COMMISSIONSEC Bldg., EDSA, Greenhills, Mandaluyong City

CORPORATION FINANCE DEPARTMENT

IN THE MATTER OF :REGISTRATION OF SECURITIES

Name of Company :

x - - - - - - - - - - - - - - - - - - - - - - x

N O T I C E

Notice is hereby given that on date, a sworn statement was filed with the Se-curities and Exchange Commission for and on behalf of Name of Company forthe registration of Px,xxx,xxxx.xx worth of (state whether equity or debt securi-ties) with the par value/issue value of P________________________ repre-senting_____________________________________.

According to the papers presented, the following persons are the officers/directors of the corporation:

NAME POSITION

Said registration statements and other papers/documents attached thereto areopen to inspection by interested parties during business hours, copies thereof,photo static or otherwise, shall be furnished to every party at such reasonablefees as the Commission may prescribed, or may be downloaded at (companyswebsite)

JUSTINA F. CALLANGANActing Director


7/10

PUBLICATION OF NOTICE OF FILING

* * * * * * *

Copies of the Amended Implementing Rules and Regulations of the SecuritiesRegulation Code (SRC), Forms and Circulars may be downloaded atwww.sec.gov.ph

Furnish the information required by SRC Rule 12.1 and Annex C, as amendedfor the requirements applicable to the content of the non-financial statementsportions of the registration statements under the Code, and SRC Rule 68, asamended for the content of financial statements portions of the registrationstatement.

12

1. The registrant shall prepare and file with its registration statement anotification of such filing which shall recite: that a registration statementfor the sale of the subject security has been filed with the Commission;that the registration statement is open to inspection by interested partiesduring business hours at the Commission; and that copies thereof shallbe furnished everyone requesting the same for a reasonable cost. Said

notice shall be signed by the Director of the Corporation FinanceDepartment or any officer duly designated by the Commission. Theissuer shall, upon or before filing, publish the notification, at its ownexpense, in two (2) newspapers of general circulation in the Philippinesonce a week for two (2) consecutive weeks. The required format for thispublication appears as Annex A.

2. As part of its registration statement, the registrant shall submit to theCommission an affidavit of publication with a copy of the notice that waspublished, or with a copy of the pro-forma notice to be published,containing an attestation that such publication has been or will beundertaken immediately.

EXHIBITS TO BE FILED WITHCOMMERCIAL PAPERS/BOND ISSUES

EXHIBITS TO BE FILED WITH STOCK OPTIONS

1. Credit Rating Report

2. In case of Bonds or Long Term Commercial Papers (LTCP) undercollateral condition of registration, the following shall be filed:

a) Board of Director's Certificate certifying that the stockholders owningat least a majority of the subscribed capital stock authorized theissuance and registration of bonds signed by the Chairman/Presidentand majority of the Board of Directors;

b) A resolution of the Board of Directors signed by at least a majority ofits members, containing the following:

i. Designation of at least two (2) senior officers with a rank of VP orhigher or their equivalent to sign the bond instrument to be issued;

Ii. Sample forms of the bond showing the terms and conditions, theface value, interest rate (where applicable) date of maturity

c) Supporting documents on property valuation of collateralized property:

i. Report of an independent SEC Accredited Appraisers;

ii. Photocopy of Original Certificate of Title with a Certification as toauthenticity and genuineness of the title from the register of deedsof the province/city where the property is situated.

d) Trust Indentures executed by and between the company and trusteebank;

e) Certification from the trustee that he has received the followingdocuments:

i. Owner's duplicate copies of Original Certificate of Title or TransferCertificate of Title;

ii. Real Estate mortgages, chattel mortgages and pledge agreementsduly registered with the appropriate government agencies

1. Board of Director's resolution authorizing the issuance of stock options;

2. Certification from Corporate Secretary as to the stockholders meetingapproving the grant of stock options to directors, managing groups orofficers;

3. Stock Option Plan (Terms & Conditions)

5
http://www.sec.gov.ph/http://www.sec.gov.ph/


8/10

EXHIBITS TO BE FILED WITH

PRE-EMPTIVE/STOCK RIGHTS OFFERING

EXHIBITS TO BE FILED FOR PROPRIETARY ANDNONPROPRIETARY SHARE ISSUES

REQUIREMENTS FOR REGISTRATION OF DERIVATIVES

REGISTRATION

A. WARRANTS

1. If pre-emptive/stock rights is from an increase, latest amended Articles ofIncorporation and By-laws, Certificate of Increase in Authorized CapitalStock;

2. Sworn Corporate Secretary's Certificate of Increase in Authorized Capital

Stock;3. Sworn Corporate Secretary's Certification on the approval by the board of

director's of the pre-emptive/stock rights offering;

4. Copy of subscription agreement/Underwriting Agreement

1. Notarized undertaking that in the event the project for which the securitiesare sold is not completed as disclosed, it shall refund all investments ofpurchases within ten (10) days from written demand;

2. Copy of the Subscription Agreement ;

3. Copy of a Credit Line Agreement;

4. Copy of house/membership rules and regulations;

5. Copy of brochures and other selling materials;

6. Copy of Environmental Compliance Certificate;

7. Certified True Copy of Certificate of Title of Real Property;

8. Copy of Lease Contract (if property is under lease);

9. Copy of Trust Agreement (if timeshares);

10. Copy of Custodianship Agreement with a bank (if project is underconstruction);

11. Copy of Development Agreements, if any.

1. Upon proper registration of warrants under Section 8 and 12 of the Code

and SRC Rules 8.1 and 12.1, a corporation may offer and issue suchsecurities to the public.

6

2. The certificates or shares shall be issued within sixty (60) days fromthe date of full payment of the same;

3. The Club shall qualify the prospective club members before actualsale/transfer of the share/certificate is executed

B. The registrant shall clearly indicate in its prospectus an undertaking thatin the event the project or the underlying asset for which the securitiesare sold is, for whatever reason, not completed as disclosed, it shall

refund the amount of the investment of the purchaser of the securitieswithin ten (10) days from receipt of the written demand.

C. The Club shall

i. Not collect membership dues unless the project is fifty percent(50%) usable as indicated in the prospectus, unless the Clubs by-laws provide a higher percentage of usability;

ii. Submit to the Commission a report under oath of any increase infees and the rationale for said increase within thirty (30) days fromBoard approval;

iii. Notify club members of any increase in fees upon the Boards

approval of the said increase; andiv. Cause the posting of proper notices and other communications on

the charging of fees on bulletin boards situated at conspicuousplace/s at the site for the benefit of secondary markets.

D. The conditions under paragraph (C) shall be reflected in the companysprospectus.

E. The following documents shall be submitted with the registrationstatement as exhibits thereof:

i. Copy of Subscription Agreement containing the required

undertaking under paragraph (B) above;ii. Copy of a Credit Line Agreement with a reputable domestic bank.

Such credit line shall be availed of in the event that aninsufficiency of funds for the completion of the project shall occur.The terms of the credit line agreement shall be disclosed in theprospectus;

iii. Copy of a Custodianship/Escrow Agreement with a reputable bankcovering the proceeds from the sale of said shares/certificatesproviding, among others, the withdrawal of the same only uponpresentation of the companys work progress report; and

iv. Copy of the Environmental Compliance Certificate (ECC) from theDepartment of Environment and Natural Resources (DENR)

covering the location of the project.

11


9/10


10/10

EXERCISE PRICE

Exercise Price shall be set at a price fixed at the time of registration, orcomputed using the stated formula, and disclosed by the company in itsregistration statement.

The Exercise Price shall be paid in full upon exercise, and shall not be less thanthe par value of the underlying shares or less than Five Pesos (P5.00) per

share, if the underlying shares are without par value.

The Exercise Price shall be adjusted only if the Warrant Instrument provides for(i) the conditions under which adjustments in Exercise Price can be made and(ii) the formula under which the adjusted Exercise Price can be determined. TheExercise Price may be adjusted only in the following circumstances occurringafter the issuance of the Warrant:

WARRANTS REGISTRATION BOOK

Any corporation authorized to issue Warrants shall have a Warrants RegistryBook maintained by the designated Warrants Registry who shall be preferablythe Stock and Transfer Agent of the Issuer. Upon the exercise of the rightgranted under a Warrant, a notation to this effect shall be duly recorded in theWarrants Registry Book (WRB), and the purchase of the underlying sharesshall be recorded in the Stock and Transfer Book of the Issuer. Any sale,transfer or assignment of a Warrant must be duly recorded in the WRB, includ-ing the names of the transferor and transferee, the number of Warrantstransferred and the number of underlying shares covered by said transfer.Unless recorded in the WRB, the transfer of Warrants shall not be binding onthe Issuer.

TRANSFERABILITY OF WARRANTS

All registered Warrants shall be transferable without the need of approval fromthe Commission. In case of Non-detachable Warrants, they shall be transferredonly together with the Beneficial Securities.

1, a change in par value of the underlying shares

2. a declaration of stock dividends

3. an offering of additional shares at a price different from the originalexercise price

4. a merger, consolidation or quasi-reorganization

5. a disposition of a substantial portion of the assets of the corporation

6. such other similar instances as may be approved by theCommission

8

LISTING REQUIREMENTS

Warrants authorized for issuance by the Commission may be listed in anexchangetogether with the Beneficiary Securities under existing rules for listingsecurities, and under such other rules as the exchange may adopt andapproved by the Commission; provided, however, that the Warrants shall beautomatically delisted upon the lapse of the Exercise Period. Warrants issuedby listed companies are required to be listed.

B. OPTIONS

1. No corporation shall grant or offer any Option to the public unlessthe same is registered in accordance with Section 8 and 12 of theCode and SRC Rules 8.1 and 12.1, except when said security isexempt from registration under Section 9 and 10 of the Code.

2. The registration of the Option shall include its underlying shares

3. A person proposing to offer an Option to the public shall file SECForm 12-1, with the prescribed filing fee based on the aggregate

issue price of the Options and the underlying shares. Notwithstandingthe Option having no issue value, the filing fee for the same shall beFifty Thousand Pesos (PhP50,000.00) in addition to the fee whichmay be due on the underlying shares.

4. The issue shall disclose in its registration statement the terms andconditions of the Option Plan including computational data relativethereto. The Plan shall be submitted as exhibit to the registrationstatement.

5. In considering registration of Stock Options, the Commission shall beguided by the following:

a) Stock granted to stockholders proportionately with their

shareholdings may be allowed.

b) Stock Options may be granted to employees or officials who arenot members of the board subject to review of the scheme bythe board subject however to a review of the scheme by theboard and subject to approval by the stockholders, pursuant tothe policy of the government to widen corporate base and todistribute corporate profits wider and more equitably

c) Stock Options granted to persons who are not stockholders maybe granted only upon showing that the Board has been dulyauthorized to grant the same by its charter or by a resolution ofthe stockholders owning at least two-thirds (2/3) of all the out-standing capital stock, voting or non-voting, excluding treasury

stock.

9