requirements for registration as jun 2013

DOCUMENTARY REQUIREMENTS FOR REGISTRATION

OF

CORPORATIONS AND PARTNERSHIPS(as of June 30,2013 )

• All applications and supporting documents must be in four (4) copies and havecover sheets.

• Documents signed abroad must be authenticated by the Philippine Embassy orConsulate in the country where signed.

• All audited Financial Statements and special audit reports must be certified by anindependent Certified Public Accountant (CPA), with Statement of Representationfiled with the SEC. Said Statement must indicate the CPA Cert. No., PRC/BOA No.and the PTR No. of the CPA.

• All applications must indicate the Tax Identification Number (TIN) of theincorporators, stockholders/members for corporations, and partners forpartnerships.

• For foreign incorporator. subscriber or director. indicate passport number forpurposes of incorporation and Tax Identification Number for amendment of theArticles of Incorporation

I. REGISTRATION OF CORPORATIONS

A. STOCK CORPORATION

Basic Requirements

1. Name Verification Slip (secure online or from SEC Name Verification Unit );

2. Articles of Incorporation and By-laws;

3. Treasurer's Affidavit; and

4. Joint affidavit of two incorporators undertaking to change corporate name, asprovided in its Articles of Incorporation or as amended thereafter, immediatelyupon receipt of notice or directive from the Securities and Exchange Commissionthat another corporation, partnership, or person has acquired a prior right to theuse of that name or that name has been declared misleading, deceptive,confusingly similar to a registered name, or contrary to public morals, goodcustoms or public policy. (not required if the Articles of Incorporation have aprovision on this commitment ).

Additional Requirements

5. Endorsement/clearance from other government agencies, if applicable.

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6. For corporations with foreign equity: Proof of remittance by non-resident aliensand foreign corporate subscribers to register their investment with the BangkoSentral ng Pilipinas ( BSP ) or an affidavit that they will not register theirinvestment with the BSP.

7. For corporations with more than 40% foreign equity: application form required bythe Foreign Investments Act of 1991 (R.A. 7042, as amended)

8. For corporations with applications with the Philippine Economic Zone Authority(PEZA), Subic Bay Metropolitan Authority (SBMA), Clark DevelopmentCorporation (CDC), Cagayan Economic Zone Authority (CEZA) or othereconomic zones: Certificate of Authority or endorsement from said governmentagencies

9. Additional requirements based on kind of payment of subscription indicatedhereunder.

a. Cash

1. For corporations with foreign subscribers who want to register their investmentswith the BSP: BSP standard bank certificate of inward remittance.

b. Land and/ Building/Condominium Unit

1. Description of the property showing the name of its registered owner, location,area, TCT No., tax declaration number and the basis of the transfer value(market value/assessed value/ zonal value or appraised value ), signed by thetreasurer of the corporation;

2. Copy of TCT/CCT and tax declaration sheet, as certified by the Register ofDeeds and the Assessor's Office, respectively;

3. If transfer value is based on zonal value: Latest zonal valuation certified by theBureau of Internal Revenue (BIR);

4. If transfer value is based on appraised value: Appraisal report by a licensedreal estate appraiser (not more than six [6] months old);

5. Deed of assignment;

6. If property is mortgaged: Mortgagee/creditor's certification on the outstandingloan balance and his consent to the transfer of property;

7. For assignment of a building where the assignor is not the owner of the land:Lease contract on the land and consent of the land owner to the transfer;

8. Affidavit of the transferor that the building/condominium unit is existing and ingood condition; and

9. Affidavit of undertaking by any incorporator or director to submit the proof oftransfer of the property within the prescribed period.

c. Untitled Land

If the propertylies involved are untitled lands classified by the Bureau of Landsand the Department of Environment and Natural Resources (DENR) as alienable and

disposable lands and are not covered by the Comprehensive Agrarian Reform Law of1988 ( RA 6657 ), the following documents should, in addition, be submitted:

1. Duplicate original or certified true copies, insofar as may be applicable, or:

(i) Proof of possession or that the subject land had been in the possessor'sopen, peaceful, continuous and uninterrupted exclusive possession in the conceptof an owner for a least thirty (30) years and that the possessor had introducedimprovements thereon, if any, (submit a certification of the authorized officer of thebarangay where the property is located, and at least two (2) adjoining propertyowners or possessors, attesting to the transferor's possession of the property orclaimants of the property; and payment of corresponding local real estate taxes);

(ii) Duplicate original or certified true copies of the tax declaration, tax receiptsand local real estate tax clearance;

(iii) Affidavit executed by the transferor attesting that;

(a) His adverse, continuous and open possession of the untitled propertymay ripen into ownership by virtue of acquisitive prescription;

(b) The subject property is not tenanted (submit Affidavit of Non-Tenancy);

(iv) Duplicate original or certified true copies of any deed, conveyance,mortgage, lease, or other voluntary instrument affecting the untitled property dulyrecorded in the office of the Register of Deeds for the province or city where theland is situated, pursuant to Sections 3 and 113 of PD No. 1529;

(v) Affidavit executed by the transferor attesting to the:

(a) Existence ( or non-existence) of easements over the untitled property;

(b) Kind or description of the easement/s and its location; and

(c) Whether the transferor is the dominant estate or the servient estate byvirtue of such easement/s

(vi) Undertaking (under oath) of the transferor/subscriber to answer for anyliability that the corporation might incur by virtue of the acceptance of saidproperty as paid-up capital;

2. Clearance or certification from the Department of Agrarian Reform attesting to thefollowing:

(i) there is no other application or claimant to the untitled land;(ii) it has not issued any Certificate of Land Ownership Award (CLOA) over the

property to any other party; or(iii) the land is exempted from the coverage of the Comprehensive Agrarian

Program of the government;

3. Blue Print Survey of the Plan, as approved by the Bureau of Lands, showing theinclusion of such lands.

d. Inventories /Furniture/Personal Properties

1.. Description of the property and the basis of transfer value (market value or bookvalue) signed by the treasurer of the corporation;

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2. Special audit report by an independent CPA on the verification and valuation ofthe Property, or appraisal report by an accredited appraisal company, which isnot more Six (6) months old, on the valuation of the property;

3. Deed of assignment of the property to the corporation; and

4. Affidavit of the transferor that the inventories/ furniture/personal properties areexisting and in good condition.

e. Heavy Equipment and Machinery

1. Description of the heavy equipment or property and the basis of transfer value(book value or appraised value) signed by the treasurer of the corporation;

2. Appraisal report by a licensed mechanical engineer (not more than six [6] monthsold). If the property is imported, the valuation report of the SSP shall besubmitted;

3. Deed of assignment of the heavy equipment or property to the corporation; and

4. Affidavit of the transferor that the heavy equipment/machinery is existing and ingood condition.

f. Shares of Stock

1. Description of the shares of stock showing the name of stockholder, stockcertificate number, number of shares and the basis of transfer value (marketvalue or book value) signed by treasurer of the corporation;

2. Audited financial statements of the investee company as of the last fiscal year,stamped received by the SEC and SIR;

3. Deed of assignment of the shares of stock to the corporation;

4. Certification by the corporate secretary of the investee company that the sharesare in the name of the assignor;

5. Photocopy of the stock certificates (the original copy should be presented forverification) ;

6. If shares of stock are listed in the stock exchange: Latest market quotation in thenewspaper or certification from the stock exchange/broker on the latest marketprice of the shares of stock; and

7. Affidavit of undertaking by any incorporator or director to submit the proof oftransfer within the prescribed period.

g. Motor Vehicles

1. Description of the motor vehicles showing the name of the registered owner,make/model, plate number, chassis number, motor number, certificate ofregistration number, and market value, signed by the treasurer of the corporation;

2. Photocopy of the Certificate of Registration and official receipt of annualregistration fee (the original copy should be presented for verification);

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3. Appraisal report by a licensed automotive engineer (not more than six [6] monthsold);

4. Deed of assignment of the motor vehicle to the corporation;

5. Affidavit of the transferor that the motor vehicle is existing and in good condition;and

6. Affidavit of undertaking by any incorporator or director to submit the proof oftransfer within the prescribed period.

h. Sea Vessel/Aircraft

1. Description of the vessel/aircraft showing the name of the registered owner,registry number, technical description, and appraised value signed by thetreasurer of the corporation;

2. Certified true copy of the certificate of ownership;

3. Certificate of seaworthiness/airworthiness issued by the appropriate governmentagency;

4. Appraisal report by a licensed maritime or aeronautical engineer (not more thansix [6] months old);

5. Deed of assignment of the vessel/aircraft to the corporation;

6. Affidavit of the transferor that the sea vessel/aircraft is existing and in goodcondition;

7. Affidavit of undertaking by any incorporator/director to submit the proof of transferwithin the prescribed period.

i. Intangibles

1. Photocopy of the certificate of registration of intellectual property rights or miningpermit (for mining claims/rights);

2. Appraisal report by an accredited appraisal company (not more than six [6]months old);

3. Deed of assignment of intangibles to the corporation.

j. Net Assets (by way of conversion of single proprietorship/partnership intocorporation or by way of spin-off)

1. Articles of Dissolution of Partnership;

2. Audited financial statements of the single proprietorship or partnership or divisionof a corporation (for spin ofts) as of the last fiscal year;

3. Long-form audit report of item 2;

4. Deed of assignment of the assets and liabilities to the corporation;

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5. Separate deed of the assignment for the land with primary entry by the Register ofDeeds

6. List of creditors, with the amount due to each creditor certified by the auditor orcertified under oath by the company accountant and the written consent of eachcreditor;

7. Description of the properties with certificate of registration/titles and their respectivebook values; and

8. Photocopy of the Certificate of Registration of the motor vehicle (the original copyshould be presented for verification);

9. Photocopy of the TCT/CCT and tax declaration sheet, as certified by the Registerof Deeds and the Assessor's Office, respectively; and

10. For single proprietorships: Department of Trade and Industry (DTI)Certificate of Registration.

Notes:

1. Items 5 to 10 shall be complied with only if applicable

2. The corporation should use the name of the partnership, drop the word"company" and add either the word "corporation" or "incorporated", or itsabbreviation

3. The filing of the Articles of Dissolution and Articles of Incorporation orIncrease of Authorized Capital Stock should be simultaneous.

B. NON-STOCK CORPORATION

Basic Requirements

1. Name Verification Slip;

2. Articles of Incorporation and By-laws;

3. Joint affidavit of two incorporators undertaking to change corporate name, asprovided in its Articles of Incorporation or as amended thereafter, immediatelyupon receipt of notice or directive from the Securities and Exchange Commissionthat another corporation, partnership, or person has acquired a prior right to theuse of that name or that name has been declared misleading, deceptive,confusingly similar to a registered name, or contrary to public morals, goodcustoms or public policy. (not required if the Articles of Incorporation have aprovision on this commitment ).

4. List of members, as certified by the corporate secretary, unless already stated inthe Articles of Incorporation; and

5. List of names of contributors or donors and the amounts contributed or donated,as certified by the treasurer. There shall be no fixed amount of contributionrequired but only such reasonable amount as the incorporators and trusteesmay deem sufficient to enable the corporation to start operation, except inthe case of foundations which must have a minimum contribution of at leastOne Million Pesos (P1 ,000,000.00).

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Additional requirements

1. For Foundations: Notarized certificate of bank deposit of the contribution of notless than P1,000,000.00: and statement of willingness to allow the SEC toconduct an audit

2. For religious corporations: Refer to Sections 109-116 of the Code, and anaffidavit of affirmation or verification by the chief priest, rabbi, minister orpresiding elder

3. For federations: Certified list of member-associations by corporate secretary orpresident

4. For condominium corporations/associations: Master Deed with primary entry ofthe Register of Deeds and certification that there is no other existing similarcondominium association within the condominium project

II. LICENSING OF FOREIGN CORPORATIONS

A. BRANCH OFFICE and REPRESENTATIVE OFFICE

1. Application Form

a) SEC Form No. F-103 - for Branch Officeb) SEC Form No. F-104 - for Representative Officec) SEC Form No. F-108 - for Non-stock corporations


3. Authenticated copy of the board resolution that (a) authorizes the establishmentof branch or representative office in the Philippines; (b) designates the residentagent to whom summons and other legal processes may be served to the foreigncorporation; and (c) states that in the absence of such agent or upon cessation ofits operation in the Philippines, any summons or legal processes may be servedto SEC as if the same is made upon the corporation at its home office;

4. Financial Statements as of a date not exceeding one (1) year immediately priorto the application, certified by an independent CPA of the home country andauthenticated before the Philippine Consulate/Embassy;

5. Authenticated copy of the Articles of Incorporation with an English translation if inforeign language other than English;

6. Proof of Inward Remittance, such as bank certificate;

7. Resident Agent's acceptance of appointment (not required if the resident agent isthe signatory in the application form); and

8. For Representative Office and Branch Office of non-stock corporations: Affidavitsigned by the resident agent stating that the applicant is solvent and in soundfinancial condition.

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B. REGIONAL OR AREA HEADQUARTERS andREGIONAL OPERATING HEADQUARTERS

1. Application Form;


3. A certification from the Philippine Consulate/Embassy or the PhilippineCommercial Office or from the equivalent office of the Philippine DTI in theapplicant's home country that said foreign firm is an entity engaged ininternational trade with affiliates, subsidiaries or branch offices in the Asia Pacificand other foreign markets; in case the certification is issued by the equivalentoffice of the Philippine DTI, the same shall be authenticated by the PhilippineConsulate/Embassy;

4. A certification from the principal officer of the foreign entity that the said foreignentity has been authorized by its board of directors or governing body toestablish its regional or area headquarters or regional operating headquarters inthe Philippines; and

5. Endorsement of the Board of Investments (BOI).

Notes: Within 30 days from receipt of license, the following shall be submitted:

a. For Regional or Area Headquarters: proof of remittance of at leastUS$50,000

b. For Regional Operating Headquarters: proof of remittance of at leastUS$200,000 if not submitted with the application papers.

III. REGISTRATIONI RECORDING OF PARTNERSHIPS

Basic Requirements


2. Articles of Partnership; and

3. Joint affidavit of two partners undertaking to change partnership name , asprovided in its Articles of Partnership or as amended thereafter, immediatelyupon receipt of notice or directive from the Securities and Exchange Commissionthat another corporation, partnership, or person has acquired a prior right to theuse of that name or that name has been declared misleading, deceptive,confusingly similar to a registered name, or contrary to public morals, goodcustoms or public policy. (not required if the Articles of Partnership has provisionon this commitment).


1. Endorsement/clearance from other government agencies, if applicable

2. For partnership with foreign partners

a) SEC Form No. F- 105

b) Bank certificate on the capital contribution of the partners

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c) For foreign partners who want to register their investments with the SSP:Proof of remittance

Note: If it is a limited partnership, the word "Limited" or "Ltd" should be added to thepartnership name. Articles of Partnership of limited partnerships should be under oathonly (Jurat) and not acknowledged before a notary public.

IV. OTHER APPLICATIONS

A. FOR CORPORATIONS

I. AMENDED ARTICLES OF INCORPORATION(for stock and non-stock domestic corporations)

1. Amended Articles of Incorporation.

2. Directors' or Trustees' Certificate - a notarized document signed by a majority ofthe directors or trustees and the corporate secretary, certifying (i) the amendmentof the Articles of Incorporation and indicating the amended provisions, (ii) thevote of the directors or trustees and stockholders or members, (iii) the date andplace of the stockholders' or members' meeting; and (iv) the tax identificationnumber of the signatories which shall be placed below their names.

3. Monitoring Clearance issued by the Compliance Monitoring Division (CMD).

Note:• For financing and lending companies, issuers of proprietary or non-

proprietary membership (i.e. golf clubs) and foundations, monitoringclearance shall be issued by the Investor Protection and SurveillanceDepartment (IPSD).

• For listed and public companies, monitorinQ clearance is issued by theCorporation Finance Department (CFD).

• For capital market participants such as brokers, dealers and investmenthouses, monitoring is with the Market Regulation Department (MRD).

4. Secretary's Certificate - notarized document signed by the corporate secretarycertifying that no action or proceeding has been filed or is pending before anyCourt or tribunal involving an intra-corporate dispute or claim by any person orgroup against the directors, officers or stockholders of the Corporation.



If the provision to be amended is the corporate name, submit the following

a) Name Verification Slip; and

b) Affidavit of a director, trustee or officer undertaking to change corporatename, as provided in its Articles of Incorporation or as amended thereafter,immediately upon receipt of notice or directive from the Securities andExchange Commission that another corporation, partnership, or person hasacquired a prior right to the use of that name or that name has been declared

misleading, deceptive, confusingly similar to a registered name, or contraryto public morals, good customs or public policy. (not required if the Articles ofIncorporation has provision on this commitment).

II. AMENDED BY-LAWS(for stock and non-stock domestic corporations)

1. Amended By-laws; and

2. Directors' or Trustees' Certificate - a notarized document signed by a majority ofthe directors or trustees and the corporate secretary, certifying to (i) theamendment of the By-laws, indicating the amended provisions, (ii) the vote of thedirectors or trustees and stockholders or members, (iii) the date and place of thestockholders' or members' meeting, and (iv) the tax identification number of thesignatories which shall be placed below their names.

3. Monitoring Clearance issued by the Compliance Monitoring Division (CMD).

Note:• For financing and lending companies, issuers of proprietary or non-

proprietary membership (i.e. golf clubs) and foundations, monitoringclearance shall be issued by the Investor Protection and SurveillanceDepartment (IPSD).

• For listed and public companies. monitorinq clearance is issued by theCorporation Finance Department (CFD).

• For capital market participants such as brokers, dealers and investmenthouses, monitoring is with the Market Regulation Department (MRD).

4. Secretary's Certificate - notarized document signed by the corporate secretarycertifying that no action or proceeding has been filed or is pending before anyCourt or tribunal involving an intra-corporate dispute or claim by any person orgroup against the directors, officers or stockholders of the Corporation.

III. INCREASE OF AUTHORIZED CAPITAL STOCK

Basic Requirements

1. Certificate of Increase of Capital Stock;

2. Treasurer's Affidavit certifying the increase of capital stock, the amountsubscribed and the amount received as payment;

3. List of stockholders as of the date of the meeting approving the increase,indicating the nationalities of the subscribers and their respective subscribed andpaid-up capital on the existing authorized capital stock, as certified by thecorporate secretary;

4. Amended Articles of Incorporation;

5. Notarized directors' certificate certifying (a) the amendment of the Articles ofIncorporation increasing the authorized capital stock, (b) the votes of thedirectors and the stockholders, and (c) the date and place of the stockholders'

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meeting, which shall be signed by a majority of the directors and the corporatesecretary;

6. EndorsemenVclearance from other government agencies or other SECDepartments, if applicable; and

7. Secretarv's Certificate - notarized document signed by the corporate secretarycertifying that no action or proceeding has been filed or is pending before anyCourt or tribunal involving an intra-corporate dispute or claim by any person orgroup against the directors, officers or stockholders of the Corporation.

Additional requirements depending on the kind of payment on subscription

A. Cash

i. For listed companies, public companies defined in the Securities RegulationCode, Companies that offer or sell securities to the public; and where thepayment to the subscription to the increase is more than P10M:

1. Audited financial statements as of the preceding fiscal year, stampedreceived by the SEC and the BIR.

2. A report by an independent CPA on the verification of the cash paymenton subscription to the increase in accordance with the Guidelines on On-site Verification provided for in SEC Memorandum Circular NO.6, seriesof 2008 (need not be submitted if payment on subscription is alreadyreflected in the audited financial statements, and the additional capitalinfusion is reflected in the cash flow statement);

3. Copy of the official receipt, deposit slip, or bank statement or passbook,and for foreign Equity, Certificate of Inward Remittance;

4. Trial Balance as of end of the month immediately preceding thesubmission of the requirements, which shall include the additional capitalinfusion, as certified by the company accountant; and

5. In case of Rural Banks:

a) Notarized bank certification to be signed by majority of the bank'sboard of directors in accordance with the form required by BSP.

b) List of stockholders of record with their respective subscribed andpaid-up before and after the increase and list of subscribers to theincrease with their respective subscription and payment aspresented to and approved by the BSP.

6. Secretarv's Certificate - notarized document signed by the corporatesecretarv certifying that all the non-subscribing stockholders waived theirrespective pre-emptive rights.

i. For cases not covered by i above:

1. Subscription Contract; and

2. Secretarv's Certificate - notarized document signed by the corporatesecretarv certifying that all the non-subscribing stockholders waived theirrespective pre-emptive rights

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B. Conversion of advances/liabilities to equity

1. Audited financial statements as of the preceding fiscal year, stampedreceived by the SEC and the BIR;

2. A report by an independent CPA on the verification of the advances to beconverted to equity in accordance with the Guidelines on On-siteVerification as provided for in SEC Memorandum Circular No.6, series of2008;

3. Trial balance as of the end of the month immediately preceding thesubmission of the requirements, which shall include the subject advancesor liabilities, as certified by the company accountant; and

4. Deed of Assignment signed by the creditor or subscriber assigning theadvances as payment for his subscription.

Note: If the advances are reflected in the audited financial statements (item 1above), submit a certification from the auditor identifying the creditors and theamount owed to each, in lieu of item 2.

C. Stock dividends

1. List of stockholders entitled to the stock dividend with their respectiveoutstanding shares and the allocation of the stock dividends, as certifiedby the corporate secretary; and

2. Certification by the corporate secretary on the treatment of the resultingfractional shares, if any.

3. Reconciliation of retained earnings available for dividend declaration,certified by an independent auditor as provided for in SEC MemorandumCircular No. 11, series of 2008.

D. For other forms of property as payment, submit the additionalrequirements enumerated for registration of stock corporations

IV. DECREASE OF AUTHORIZED CAPITAL STOCK

1. Certificate of Decrease of Authorized Capital Stock;

2. Audited financial statements as of last fiscal year, stamped received by the SECand the BIR;

3. If it involves a return of capital: Long form audit report and list of creditors withthe amount due to each certified by the auditor or certified under oath bycompany accountant and written consent of each creditor;

4. List of stockholders before and after the decrease, as certified by the corporatesecretary;


6. Notarized directors' certificate certifying (i) the amendment of the Articles ofIncorporation to decrease the authorized capital stock, (ii) the votes of the

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directors and the stockholders, and (iii) the date and place of the stockholders'meeting, which shall be signed by a majority of the directors and the corporatesecretary; and

7. Publisher's affidavit of the publication (once only) of the decrease of capital in anewspaper of general circulation.

V. RECLASSIFICATION/DECLASSIFICATION/CONVERSION OF SHARES

1. Notarized directors' certificate certifying (i) the amendment of the articles ofincorporation classifying the shares of stock, (ii) the votes of the directors andthe stockholders, and (iii) the date and place of the stockholders' meeting, whichshall be signed by a majority of the directors and the corporate secretary;


3. List of stockholders showing the names, nationalities and stockholdings beforeand after the reclassification/declassification/conversion, as certified by thecorporate secretary; and

4. Audited financial statements as of the last fiscal year, stamped received by theSEC and the BIR.

VI. MERGER/CONSOLIDATION

1. Articles of Merger/Consolidation;

2. Plan of Merger/consolidation;

3. List of stockholders of the constituent corporations before themerger/consolidation, and list of stockholders of record of the survivingcorporation after the merger/consolidation, as certified by the corporatesecretary;

4. Certification, under oath, by the corporate secretary, on the meetings of thedirectors and stockholders of the constituent corporations approving themerger/consolidation;

5. Audited financial statements of the constituent corporations as of a date notearlier than 120 days prior to the date of filing of the application in accordancewith PFRS 3 ( Accounting Standard on Business Combination);

6. For absorbed corporations: Long-form audit report of item 5;

7. Certification, under oath, by the president, chief finance officer or treasurer of theconstituent corporations that all creditors (state cut-off date) have been properlynotified of the proposed merger/consolidation;

8. If at least one of the constituent corporations is insolvent: Affidavit of publicationin a newspaper of general circulation of the proposed merger/consolidation.

Notes:

1. If the surviving corporation will not issue shares of stock or create additional paid-in capital: Disregard item 6

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2. If the merger will be effected via increase of capital stock: Submit also therequirements for Increase of Authorized Capital Stock

3. For consolidation: Submit also the requirements for the registration of a stock ornon-stock corporation

VII. INCREASE OF FOREIGN EQUITY (for corporations registered under the ForeignInvestments Act)

Mode of payment:

a. Assignment of Filipino stockholdings to non-Philippine nationals1. SEC Form No. F-101 or F-1022. Original copy of the Deed of Assignment

b. Issuance of new stocks from the unsubscribed capital stock1. SEC Form No. F-101 or F-1022. Form F-10-1

c. Increase or Decrease of authorized capital stock1. SEC Form No. F-101 or F-1022. Requirements for Increase/Decrease of Capital Stock

d. Merger or Consolidation1. SEC Form No. F-101 or F-1022. Requirements for merger or consolidation

VIII. DISSOLUTION (by shortening corporate term)

1. Amended Articles of Incorporation

2. Notarized directors' certificate certifying (i) the amendment of the Articles ofIncorporation shortening the corporate term, (ii) the votes of the directors/trusteesand stockholders/members, and (iii) the date and place of thestockholders'/members' meeting which shall be signed by the majority ofdirectors and corporate secretary;

3. List of creditors and the amount due to each, if any, certified by the auditor orcertified under oath by the company accountant and the written consent of eachcreditor, or certification as to non-existence of creditors;

4. Certification signed by the President and the Treasurer certifying that-i. The dissolution is not prejudicial to the interest of the creditors; andii. There is no opposition from any creditor from the time of the last publication ofthe notice of dissolution up to the filing of the application for dissolution withthe Commission;

5. SIR tax clearance;

6. Affidavit of publication once a week for three [3] consecutive weeks in anewspaper published in the province or city where the principal office of thecorporation is located, or if no newspaper is published in such place, in thebusiness section of a national newspaper of general circulation in the Philippinesof the notice of time, place and object of the meeting where the dissolution of thecorporation was approved, and

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i. Where the applicant has ceased operations for at least one (1) year, it shallsubmit-a) Audited Financial Statements as of last fiscal year of operation; andb) Affidavit of non-operation certified under oath by the President and

Treasurer

ii. Where the applicant has no operation since incorporation, it shall submit-a) Balance Sheet certified under oath by Treasurer and President;b) Affidavit of non-operation certified under oath by the President and

Treasurer; andc) Certificate of non-registration issued by the BIR.

iii. Where the applicant is a stock corporation with paid up-capital of less thanP50, 000. 00, it shall submit its Balance Sheet as of last preceding fiscal yearcertified under oath by the President and Treasurer

iv. Where the applicant is a non-stock corporation with gross receipts of lessthan P100, 000 or total assets less than P500,000, it shall submit its BalanceSheet as of last preceding fiscal year certified under oath by the Presidentand Treasurer

v. For cases not covered by I to IV above, it shall submit its Audited FinancialStatements as of last fiscal year of operation.

Note: In cases where there are creditors and the consent of the creditors was notsecured, the application should be in the form of a petition to be filed with Office ofGeneral Counsel of the SEC.

IX. QUASI-REORGANIZATION

1. Letter requesting approval to undergo quasi-reorganization;

2. Certification, under oath, by the corporate secretary, on the board resolutionapproving the quasi-reorganization;

3. Appraisal report of the fixed assets (real properties, permanently installed fixedassets and machineries and equipment directly needed and actually used in thebusiness);

4. Schedules showing the details of the appraised properties;

5. Latest audited financial statements of the corporation, stamped received by theSEC and the BIR;

6. Analysis of the revaluation increment; and

7. Projected financial statements for the next five (5) years.

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X. EQUITY RESTRUCTURING

1. Letter requesting approval to undergo equity restructuring;

2. Certification, under oath, by the corporate secretary, on the board resolutionapproving the equity restructuring plan; and


XI. CREATION OF ADDITIONAL PAID-IN CAPITAL

1. Letter requesting approval for the creation of the additional paid in capital;

2. Certification, under oath, by the corporate secretary, on the board resolutionapproving the creation of the additional paid-in capital; and


Note: For additional requirements: Refer to the additional requirements for Increaseof the Authorized Capital Stock depending on the kind of payment onsubscription

XII. CASH DIVIDEND DECLARATION

1. Certification, under oath, by the corporate secretary, of the board resolutiondeclaring the cash dividends;

2. Audited financial statements as of the last fiscal year, stamped received by theSEC and the BIR; and

3. Interim audited financial statements used as the basis for such declaration (to besubmitted also if the basis is other than item 2 );

4. Project income statement for the remaining period certified by the companyaccountant;

5. Reconciliation of retained earnings available for dividend declaration certified byan independent auditor as provided for in SEC Memorandum Circular No. 11,Series of 2008

XIII. STOCK DIVIDEND DECLARATION

1. Certification, under oath, by the corporate secretary, of the declaration of stockdividends by majority of the directors and the stockholders representing at least2/3 of the outstanding capital stock;

2. Audited financial statements as of the last fiscal year, stamped received by theSEC and the BIR;

3. Interim audited financial statements used as the basis for such declaration ( to besubmitted also if the basis is other than item 2 );

4. Projected income statement for the remaining period;

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5 Reconciliation of retained earnings available for dividend declaration certified byan independent auditor as provided for in SEC Memorandum Circular No. 11,Series of 2008

6. Analysis of Capital Structure, signed under oath by the treasurer.

XIV. PROPERTY DIVIDEND DECLARATION

1. Certification, under oath, by the corporate secretary, on the board resolutiondeclaring the property dividends;

2. List of stockholders and the allocation of the property dividend, as certified by thecorporate secretary;

3. Audited financial statements as of the last fiscal year, stamped received by theSEC and the SIR;

4. Detailed schedule of the property account appearing in the audited financialstatements;

5. Certification by the president that the property is no longer needed in theoperation of the company.

XV. CERTIFICATION OF PAID-UP CAPITAl/CAPITAL STRUCTURE

1. Request for certification;

2. Audited financial statements as of the last fiscal year, stamped received by theSEC and the SIR; and

3. List of stockholders, showing the names and the subscribed and paid-up capitalof each stockholder, certified by the corporate secretary.

Note: For additional requirements in case the payment to subscription came in afterthe balance sheet date: Refer to the additional requirements for Increase ofAuthorized Capital Stock depending on the kind of payment on subscription

XVI. CERTIFICATION OF PERCENTAGE OF OWNERSHIP

1. Request for certification;

2. List of stockholders, showing the names, nationalities, amount subscribed andpaid-up capital of each stockholder, certified by corporate secretary;

3. Audited financial statements as of the last fiscal year, stamped received by theSEC and the SIR; and

4. Stock and transfer book of the corporation (to be presented for verification).

XVII. CREATION OF BONDED INDEBTEDNESS

1. Certificate of creation of bonded indebtedness;

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-------- ------------------------------------,


3. If item 2 is more than six (6) months old: Unaudited financial statements for thecurrent year period, certified by the company accountant

4. List of the company's properties, with the book, appraised or bondable values ofthe properties which will be used to secure the projected bond issues, certifiedby the company accountant or comptroller;

5. Projected financial statements, showing the utilization of the proceeds of thebonds and the redemption of the bond issues, signed by the companyaccountant or comptroller;

6. Trust indenture, signed by the corporation and the trustee; and

7. Sample form of the mortgaged bond certificate to be issued.

XVIII. CONFIRMATION OF VALUATION

1. SEC Form 10-1/letter request confirming the valuation;

2. Certification, under oath, by the corporate secretary, on the board resolutionapproving the additional issuance of shares of stock;

3. Audited financial statements as of the last fiscal year, stamped received by theSEC and the BIR; and

4. List of stockholders, with the nationalities, amount subscribed and paid up, andthe subscribers to the new shares, signed under oath by the corporate secretary.

Note: For additional requirements: Refer to the additional requirements for Increase ofAuthorized Capital Stock depending on kind of payment

XIX. VOTING TRUSTS

1. Voting Trust Agreement; and

2. Certification on the number of shares of trustors, signed by the corporatesecretary

B. FOR PARTNERSHIPS

I. AMENDED ARTICLES OF PARTNERSHIP (to change partnership name)


2. Amended Articles of Partnership;

3. Affidavit of a partner undertaking to change partnership name; snf


18

II. AMENDED ARTICLES OF PARTNERSHIP (to change partners)

1. Amended Articles of Partnership; and

2. Deed of Assignment of partnership interesUletter of withdrawal of partner/ oraffidavit of death of partner

III. FOR OTHER AMENDMENTS

1. Amended Articles of Partnership

IV. DISSOLUTION OF PARTNERSHIP

1. Articles of Dissolution; and

2. BIR Tax Clearance

C. FOR FOREIGN CORPORATIONS

I. DEPOSIT OR SUBSTITUTION OF SECURITIES DEPOSITED BY THEBRANCH OFFICE

1. Cover letter requesting acceptance of the securities deposit;

2. Photocopy of the confirmation of sale or original copy of the government bonds;

3. Letter request for earmarking of treasury bills for SEC deposit, stamped receivedby the Bureau of Treasury; and


II. AMENDMENT OF LICENSE OF FOREIGN CORPORATIONS

Basic Requirements

1. Petition for amendment of license; and

2. Board resolution approving the amendments


a. Amendment of corporate/partnership name

a.1. Name Verification Slipa.2. Affidavit of a director/partner undertaking to change company name

b. Change/appointment of resident agent

b.1. Board resolution or letter of appointmentb.2. Acceptance by the resident agent

19

III. WITHDRAWAL OF LICENSE OF FOREIGN CORPORATIONS

1. Petition for withdrawal of license;

2. Authenticated copy of the board resolution approving the withdrawal of license;


4. List of creditors, if any, and consent of each creditor, or certification as to non-existence of creditors;

5. Original license issued by the SEC;

6. Publisher's affidavit evidencing the publication of the notice of withdrawal ( oncea weekfor three [3] consecutive weeks ); and

7. BIR Tax Clearance.

IV. AMENDMENT OF LICENSE OF REGIONAL OR AREA HEADQUARTERSand REGIONAL OPERATING HEADQUARTERS

Basic Requirements

1. Petition for amendment of license; and2. Board Resolution approving the amendments.


a) Amendment of corporate/partnership name

a.1. Name Verification Slipa.2. Affidavit of a director/partner undertaking to change company name

b) Conversion of Area Headquarters to Regional Operating Headquarters

c) Bank Certificate or Proof that the headquarters has US$200,OOOor more

V. WITHDRAWAL OF LICENSE OF REGIONAL OR AREA HEADQUARTERSor REGIONAL OPERATING HEADQUARTERS

Basic Requirements

1. Petition for withdrawal of license;

2. Authenticated copy of the board resolution approving the withdrawal;

3. Original license issued by the SEC; and

4. Endorsement by the Board of Investments.

Additional Requirements for Regional Operating Headquarters

a. Audited financial statements as of the last fiscal year, stamped received bythe SEC and the BIR;

20

b. List of creditors, if any, and consent of each creditor, or certification as to thethe non-existence of creditors;

c. Publisher's affidavit evidencing the publication of the notice of withdrawal once aweek for three (3) consecutive weeks; and

d. BIR Tax Clearance

MINIMUM PAID-UP CAPITAL REQUIREMENT

BASED ON INDUSTRY:

• Break Bulk Agent; Cargo ConsolidatorFinancing Company

Metro Manila and other 151 class citiesOther classes of citiesMunicipalities

, Freight ForwardersDomesticInternational

. Health Maintenance OrganizationInsurance

Insurance BrokerReinsurance BrokerInsurance Broker and Reinsurance BrokerLife Insurance CompanyNon-Life Insurance Company

! Reinsurance Companyl Investment Adviser/Manager, Investment Company, Investment House,! Lending Investor. Local Manpower Contracting and SubcontractingMining

(Authorized Capital Stock-P100,OOO,OOO.OO)I Non-Vessel Operating Common CarrierI PawnshopI

i Pre-Need Plan Issuerl Pre-Need Plan AgentI Real Estate Investment Trust (REIT)Recruitment - Domestic - Corporation

Partnership. Recruitment for Overseas EmploymentI Retail Trade with Foreign Equity

21

P 250,000.00P 400,000.00

P 10,000,000.00P 5,000,000.00P 2,500,000.00

P 250,000.00P 2,000,000.00P 10,000,000.00

P 20,000,000.00P 20,000,000.00P 50,000,000.00P 1,000,000,000.00P 1,000,000,000.00P 2,000,000,000.00P 10,000,000.00P 50,000,000.00P 300,000,000.00P 1,000,000.00P 3,000,000.00

P 4,000,000.00P 100,000.00P 100,000,000.00P 5,000,000.00P 300,000,000.00P 500,000.00P 200,000.00P 2,000,000.00US$ 2,500,000.00

i School (for stock corporations)Pre-elementary/Elementary EducationElementary & Secondary EducationElementary, Secondary, TertiaryPosUGraduate Education

Security Agency• Securities BrokerlDealer (New/SRO-Member)

Securities Broker/Dealer (Existing/SRO-Member)Securities Broker/Dealer in Proprietary Shares (Non-SRO-Member)

PP

rPI

Pip

, PP

I1,000,000.00 •2,500,000.00 I5,000,000.00

500,000.00100,000,000.00

30,000,000.005,000,000.00

Special Purpose Vehicle P 31,250,000.00Special Purpose Corporation P 5,000,000.00Secondary Mortgage Institution (SMI) P 2,000,000,000.00Servicer for special purpose corporation

(Authorized Capital Stock-P10, ODD,000. 00)• Transfer Agent

BASED ON FOREIGN EQUITY:

Domestic Corporations with more than 40% foreign equity- Domestic Market Enterprise- Export Market Enterprise

: Foreign Branch Office! - Domestic market enterprise

- Export market enterprise. Partnership with foreign partner

- Domestic market enterprise- Export market enterprise

Foreign Representative Office: Regional Area Headquarters (RHQ)i Regional Operating Headquarters (ROHQ)

i P 1,000,000.00

US$ 200,000.00P 5,000.00

US$ 200,000.00P 5,000.00

US$ 200,000.00P 3,000.00US$ 30,000.00US$ 50,000.00US$ 200,000.00

BUSINESSES REQUIRING ENDORSEMENTS FROM OTHER GOVERNMENT AGENCIES *

, d.i

a. Air Transportb. Banks, Pawnshops or other Financial Intermediaries with

Quasi-Banking Functions

,c. Charitable Institutions and Social Welfare Organizations

Educational Institutions: (stock & non-stock)Elementary to High school

College, Tertiary Course

Technical Vocational Course

e. Electric Power PlantslTrading of Petroleum Products

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Civil Aeronautics Board

Bangko Sentral ng Pilipinas

Department of SocialWelfare and Development

Department of EducationCommission on Higher

EducationTechnical Education Skills

and Development AuthorityDepartment of Energy

.'

f. Hospitals, Dental, Medical Clinics/Health Maintenance Department of HealthOrQanizationsg. Insurance/ Mutual Benefit Associations Insurance Commission

Governance Commissionh. Non-chartered Government-Owned and Controlled for Government Owned orCorporations Controlled Corprorations

(GCG)

i. Professional Associations

j. Radio, TV, Telephone, Internet Service Providers,Value-added Services

k. Recruitment for Overseas Employment

, I. Security Agency/ Anti-Crime Task Force/ Gun Clubs

m.Tobacco Related Business

i n. Volunteer Fire Brigade. o. Water Transport/Shipbuilding/Ship Repair

*Endorsements, if applicable, shall form part of the registration papers

Company Registration and Monitoring DepartmentSECURITIES AND EXCHANGE COMMISSION

23

Professional RegulationCommission

NationalTelecommunications

CommissionPhilippine Overseas

Employment AdministrationPhilippine National Police

National TobaccoAdministration

Bureau of Fire ProtectionMaritime Industry Authority

requirements for registration as jun 2013

Documents

foreign equity

foreign subscribers

foreign incorporator

articles of incorporation

tax declaration number

appraised value

certificate of authority

register ofdeeds