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Updates

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:

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Updates

May an employer be exempt from paying 13th month pay on the ground of financial losses brought about by the COVID-19 pandemic?


It is provided under the 13th Month Pay Law that employers are required to pay covered employees their 13th month pay which is equivalent to 1/12 of the basic salary earned by the employee within the calendar year.  Note, however, that in the Rules Implementing the Law, which is as old as the Law itself, it is provided that distressed employers, or those suffering from financial losses, may apply with the Department of Labor and Employment for exemption.


The Supreme Court itself recognized the existence, if not the legality, of the exemption being extended to distressed employers.  In Central Azucarera de Tarlac vs. Labor Union G.R. No. 188949, 26 July 2010, the Supreme Court denied the employer’s claim of exemption from the payment of 13th month pay on the ground that it did not get any authorization from the Secretary of Labor.  In so ruling, the Court, citing the 1989 case of Dentech Manufacturing vs. NLRC, G.R. No. 81477, 19 April 1989, declared that under Section 7 of the Rules and Regulations Implementing P.D. No. 851, distressed employers shall qualify for exemption from the requirement of the Decree only upon prior authorization by the Secretary of Labor.


In the end, any application for exemption on account of financial losses brought about by the pandemic shall depend on the discretion of the Secretary of Labor who shall evaluate the supporting documents such as the audited financial statements, subject to the final determination by the Court in case the legality of the exemption is questioned.



You may check these out:


https://lawphil.net/judjuris/juri2010/jul2010/gr_188949_2010.html#fnt20



https://lawphil.net/judjuris/juri1989/apr1989/gr_81477_1989.html



In a recent development, however, the Secretary of Labor issued Labor Advisory No. 28 dated 16 October 2020 disallowing any exemption from or deferment of the payment of 13th month pay for 2020. 

Check this out:

https://bwc.dole.gov.ph/images/Issuances/LaborAdvisory/2020/Labor_Advisory_28_20_GuidelinesonthePaymentof13thMonthPay.pdf





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Updates

The Department of Labor and Employment has issued guidelines on remedial measures in view of the COVID-19 outbreak.  Aside from prescribing work from home arrangements, the Department shall be extending financial support to affected workers in the lump sum amount of P5,000.00 each.  Indeed, workers’ wages will be reduced during this time by reason of temporary closure of the establishment or adoption of irregular work arrangements, and leave credits will not be enough to compensate. Thus, financial support from our government is most welcome.

For the complete set of requirements, check these out:








https://www.dole.gov.ph/wp-content/uploads/2020/03/labor-advisory-no.-12-1.pdf




Check the following for other DOLE Issuances:









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Updates
The Anti-Red Tape Authority (ARTA) has issued recommendations in order to further fasttrack government procedures while the country is in a state of calamity brought about by COVID-19. Among the measures recommended to be adopted by government agencies are extending the validity of permits and accepting online applications and payments.

Check these out:


https://www.philstar.com/business/2020/03/27/2003619/arta-outlines-measures-fast-track-government-transactions









In line with the mandate of the Anti-Red Tape Law, and more importantly, in order to improve the telco services in the country, the government is targeting to fasttrack the construction of new common cell towers by reducing the number of required permits.

9 government agencies signed a memorandum circular that speeds up the process of securing permits needed to build new cell towers.  From the long period of 200 days, the process will now be down to 16 days.  Check this out: 








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Updates

Official Gazette- RA No. 11469 Bayanihan to Heal as One Act


Senate PH- RA No. 11469 Bayanihan to Heal as One Act


SEC- RA No. 11469 Bayanihan to Heal as One Act IRR


DOF- Tax Deadline Extensions


BSP- MEMORANDUM NO. M-2020-017


BIR- Implements the Tax Exemption provision of RA No. 11469 (Bayanihan to Heal as One Act)


BIR- Implements Section 4 (z) of RA No. 11469 (Bayanihan to Heal as One Act), particularly in the extension of statutory deadlines and timelines for the filing and submission of any documents and the payment of taxes


BIR- Implements Section 4 (aa) of RA No. 11469 (Bayanihan to Heal as One Act)


BIR- Implements Section 4 (Z) and Section 4 (EE) of RA No. 11469 (Bayanihan to Heal as One Act) by granting further benefits on donations during the period of Enhanced Community Quarantine in relation to the NIRC of 1997, as amended


BusinessWorld- Simplifying the Bayanihan to Heal as One Act


DTI- Rent Extension


Administrative Circular No. 32-2020 Rising Cases of COVID-19 Infection


Administrative Circular No 33-2020 Online Filing of Complaint or Information and Posting of Bail due to the rising cases of COVID-19 Infection


OCA Circular No. 89-2020 Implementation of SC AC 33-2020 on the Electronic Filing of Criminal Complaints and Informations, ad Posting of Bails


Administrative Circular No 34-2020 Extension of Enhance Community Quarantine Over Luzon Until 30 April 2020


DOLE- DEPARTMENT ORDER NO. 209 – GUIDELINES ON THE ADJUSTMENT MEASURES PROGRAM FOR AFFECTED WORKERS DUE TO THE CORONAVIRUS DISEASE 2019


DOLE- LABOR ADVISORY NO.12-A SERIES OF 2020 – CLARIFICATORY ADVISORY ON CAMP DOCUMENTARY REQUIREMENTS


ONLINE REGISTRATION SYSTEM FOR ONE PERSON CORPORATIONS AND CORPORATIONS WITH 2 – 4 INCORPORATORS


Summary of Filing Reports and Pleadings during ECQ


SBWS Program





Pilot Testing of Hearings of Criminal Cases Involving Persons Deprived of Liberty Through Videoconferencing (AC No. 37-2020)


Extension of the Enhanced Community Quarantine In Certain Areas Until 15 May 2020 (AC No. 35-2020)


List of Certain Areas for the Extension of ECQ


DOLE-DTI Interim Guidelines on Workplace Prevention and Control of COVID-19


https://www.officialgazette.gov.ph/downloads/2020/04apr/2020030-EO-112-RRD.pdf


https://www.bir.gov.ph/images/bir_files/internal_communications_1/Full%20Text%20RR%202020/Revenue%20Regulations%20No%2011-2020.pdf


https://www.bworldonline.com/sec-extends-deadline-for-annual-quarterly-reports/


http://www.sec.gov.ph/wp-content/uploads/2020/05/SECMCNo17_.pdf


https://www.philstar.com/business/2020/05/15/2014011/hotels-food-services-need-dot-certification


https://www.officialgazette.gov.ph/2020/05/15/resolution-no-37-s-2020/ on the Implementation of Community Quarantine in the Philippines


Joint Task Force COVID Shield MECQ Guidelines


https://www.dti.gov.ph/news/rent-policy-not-changed-ecq-mecq-gcq/







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Updates
Businesses that are allowed to operate during the COVID-19 lockdown

Food, health and medicine, water, energy, telcos, banking and capital markets, logistics, export and BPO are among the businesses allowed to operate during the Luzon COVID-19 lockdown. To ensure the unhampered movement of cargo and personnel, the Department of Trade and Industry has issued Memorandum Circular No. 20-08.

Check these out:



https://www.bworldonline.com/workers-from-exempt-industries-cargoes-may-go-through-checkpoints-dti/




200320_MC20-08.pdf
https://docs.google.com/viewerng/viewer?url=https://dtiwebfiles.s3-ap-southeast-1.amazonaws.com/Advisories/200320_MC20-08.pdf





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Updates

In order to ease the burden of the businesses due to the COVID-19 outbreak, the SEC has resolved to allow certain measures:



  • If the election of directors, trustees and officers was held, the General Information Sheet (GIS) shall still be submitted within 30 days from the actual meeting, but submission may be done through mail (ordinary or registered), private courier or email.

  • If the election was not otherwise held on the scheduled date, due to COVID-19 outbreak and lack of remote communication facilities, or due to other causes, the corporation shall notify the SEC within 30 days from the scheduled date through mail, courier or email with a statement as to the resetting of the election, which shall not be later than 60 days from the original date.


Check this out for the complete requirements:




SEC MC 2020 No. 9





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Updates
In a recent memo, the Philippine Stock Exchange is urging the publicly listed companies to hold their Annual Stockholders’ Meetings (ASM) scheduled over the coming weeks through remote communication as a precautionary measure against COVID-19. According to the local bourse, stockholders may participate in the ASM and vote through remote communication, instead of a face-to-face meeting.

Remote participation in stockholders’ meetings is now allowed under the Revised Corporation Code. It is up to the companies to establish the procedures for this. In the case of publicly listed companies, the option of remote stockholders’ participation is available, regardless of whether or not it is provided in the by-laws. But the new law also provides that the SEC shall issue the rules and regulations governing participation and voting through remote communication or in absentia, taking into account the company’s scale, number of shareholders or members, structure, and other factors consistent with the protection and promotion of shareholders’ or members’ meetings.

In response to the PSE memo, the SEC stated that it will issue a memorandum circular to provide guidelines on the attendance and participation of directors, trustees, stockholders, members and other officers of corporations in regular and special meetings through remote communication.

Check these out:


SEC- RA 11232 Revised Corporation Code  




BusinessWorld- Remote Voting




BusinessWorld- Ease in Filing





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Updates
New fisheries management strategy shall be implemented for this month’s sardine fishing season. According to the Bureau of Fisheries and Aquatics Resources (BFAR) Zamboanga Peninsula Office, it starts with an information caravan on the Ecosystem Approach to Fisheries Management or (EAFM).

Under EAFM, 12 Fisheries Management Areas (FMAs) were established through BFAR Administrative Order 263 for a more coordinated policy development and implementation. The AO aims to conserve and manage the fisheries in Philippine waters. It seeks to provide a science-based, participatory and transparent governance framework and mechanism consistent with the principles of EAFM.

Check these out:


BusinessWorld- New Management Strategy for Sardine Season




https://pia.gov.ph/news/articles/1027564





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