PHILIPPINES Law and Practice Contributed by: Francis L. Fragante and Jennifer Marie G. Castro, Cruz Marcelo & Tenefrancia
General Information Sheet (GIS) The corporation is likewise required to submit a GIS to the SEC, to be filed annually and within 30 days from the date of the annual stockholders’ meeting. The SEC may place the company under delinquent status in case of its failure to submit the reportorial requirements three times, consecutively or intermit - A stock corporation, or a corporation which has capi - tal stock divided into shares and is authorised to dis - tribute to the holders of such shares, dividends, or allotments of the surplus profits on the basis of the shares held, is required to register its STB with the SEC within 30 days from its incorporation. tently, within a period of five years. Stock and Transfer Book (STB) The STB shall contain a record of all stocks in the names of the stockholders alphabetically arranged, the instalments paid and unpaid on all stocks for which subscription has been made, and the date of payment of any instalment, a statement of every alien - ation, sale or transfer of stock made, the date thereof, by and to whom made, and such other entries as the by-laws of a corporation may prescribe. Disclosure of Beneficial Owners SEC Memorandum Circular No 15, series of 2025 requires reporting entities to keep and preserve in its principal office adequate, timely and accurate infor - mation relating to its beneficial owner or owners to be identified in the matter provided by the SEC. The information on beneficial ownership is adequate when the reporting entity has the complete names, specific residential addresses, dates of birth, sex, nationalities, mobile number and/or landline, email addresses, tax identification numbers, if any, civil sta - tus, politically exposed persons, date the individual became a beneficial owner and percentage of owner - ship, if applicable, of all its beneficial owners. 4.2 Relationship Between Companies and Minority Investors The RCC provides for the following rights of minority shareholders in a domestic corporation.
PCC before the execution of the definitive agreements relating to the transaction. From 1 March 2025, if a party to an M&A transaction is greater than PHP8.5 billion in value and if the transaction size is greater than PHP3.5 billion, such M&A must be notified to the PCC before it can proceed. In addition, the public offering of securities in the Philippines is governed by the SRC, which provides that no security can be sold or offered for sale or dis - tribution within the Philippines without a registration statement duly filed with, and rendered effective by, the SEC. Takeovers of public companies are also regulated by the SRC Rules on tender offers. Compliance with the disclosure rules and requirements is monitored and enforced by the SEC. A mandatory tender offer applies whatever the method by which control of a public company is obtained, either through the direct purchase of its stocks or through indirect means. 4. Corporate Governance and Disclosure/Reporting 4.1 Corporate Governance Framework Every corporation, domestic or foreign, doing busi - ness in the Philippines, is required to comply with the following basic reporting requirements of the SEC. The following documents must be submitted. Audited Financial Statements (AFS) The AFS must be audited by an independent certified public accountant. If the total assets or total liabili - ties of the corporation are less than PHP600,000, the financial statements shall be certified under oath by the corporation’s treasurer or chief financial officer. The AFS must be stamped as “RECEIVED” by the Bureau of Internal Revenue which must be filed within 120 calendar days after the end of the fiscal year, as indicated in the financial statements. The SEC may place the company under delinquent status in case of its failure to submit the reporting requirements three times, consecutively or intermit - tently, within a period of five years.
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