Updates

SEC e-Filing and other Issuances

March 6, 2021

To promote further transparency, the SEC issued Memorandum Circular No. 1, Series of 2021, providing for the guidelines on the reporting of beneficial ownership of corporations. This is pursuant to the mandate of the law that corporations shall be organized only for legitimate purposes and not be used for anything irregular or illegal. Under the guidelines, incorporators, directors, shareholders and trustees of corporations applying for registration are obligated to confirm that they are not mere nominees, such that, if they are mere nominees, then they have to disclose the names and other information of their respective principals. Likewise, nominee directors, shareholders and trustees of existing corporations are required to make the same disclosure. Check these out for the details of the circular and the complete requirements:

https://www.sec.gov.ph/mc-2021/mc-no-01-s-2021/2021Notice_FAQsBOD_MC1_07March2021.pdf

To further ease the reportorial compliance of corporations during this time of Enhanced Community Quarantine and Public Health Emergency brought about by COVID-19, the Securities and Exchange Commission issued Memorandum Circular (MC) No. 10 on March 20, 2020 allowing the electronic filing of not only of General Information Sheet, which is already covered by MC No. 9, but Audited Financial Statements and other documents and forms, as well.

Check the following for the complete requirements:

2020MCNo10-2-2Download

In a Notice dated 30 March 2020, the SEC likewise allowed the remote filing of the monitoring clearance for amendments to articles of incorporation and by-laws. 

Check this out.

2020Notice_Monitoring-ClearanceDownload

Check the following for other SEC Issuances:

https://www.bworldonline.com/sec-suspends-penalties/

SEC MC on BOD meetings and ASM by Remote Communications  

SEC Guidelines on the filing of a complaint for violation of the right of the stockholder to inspect corporate records.

The right of a stockholder to inspect corporate records remains guaranteed even under the Revised Corporation Code.  Pursuant to this, the Securities and Exchange Commission issued Memorandum Circular (MC) No. 25, Series of 2020 providing for the guidelines on the filing, investigation and resolution of complaints for violation of the right to inspect or reproduce corporate records.  Subject to the rule against forum-shopping, the aggrieved stockholder may file a complaint directly with the SEC.  Note, however, that while the stockholder has the right to inspect corporate records, the right is not absolute as any request for inspection may be denied, if it is shown that the same is being done in bad faith or for an unlawful purpose.   

Check these out:

https://www.bworldonline.com/sec-strengthens-stockholders-right-to-inspect-corporate-records/

https://www.sec.gov.ph/mc-2020/mc-no-25-s-2020/

Pursuant to the Revised Corporation Code, the SEC has issued the guidelines for the conversion of a corporation to a one person corporation or to an ordinary stock corporation. Check these out: