Special InTAX: April 2020 Issue 1 | Volume 7

InTAX is an official publication of R.G. Manabat & Co.'s Tax Group

InTAX is an official publication of R.G. Manabat & Co.'s Tax Group

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Securities and Exchange Commission

 

The Securities and Exchange Commission (SEC) issued the following:

SEC Memorandum Circular (MC) No. 11, Series of 2020 dated 26 March 2020 provides the guidelines on the submission or filing of securities deposits during the COVID-19 Outbreak and Enhanced Community Quarantine (ECQ):

1. Branch offices of foreign corporations who are required to file its initial securities deposit within 60 days after the issuance of its SEC license, which period falls during the effectivity of the ECQ, shall be given 30 days from the lifting of the ECQ to file the initial securities deposit.

2. Additional securities due for deposit during the effectivity of the ECQ shall likewise be given 30 days from the lifting of the ECQ to deposit additional securities.

3. Securities deposit that matured during the effectivity of the ECQ shall likewise be given 30 days from the lifting of ECQ to file an application for substitution of securities.

The MC shall take effect immediately.

SEC MC No. 12, Series of 2020 dated 06 April 2020 provides that Publicly Listed Companies (PLCs) are notified that the SEC resolved to adopt the following rules on the shareholders’ approval on sale of corporate assets:

1. The sale or disposal of corporate property and assets amounting to at least 51% of the corporation's total assets shall be considered as the sale of all or substantially all corporate property and assets, whether such sale is accrued in a single transaction or in several transactions taking place within 1 year from the date of the first transaction (aggregate sale transactions).

2. In the sale of corporate assets or property falling under the preceding paragraph, the vote of the stockholders representing at least 2/3 of the outstanding capital stock in a stockholders' meeting duly called for the purpose shall be required prior to the execution of the sale transaction.

3. In aggregate sale transactions, shareholder approval shall be required for the sale transaction that breaches the 51% corporate asset threshold.

4. The determination of whether or not the sale amounts to at least 51% of the corporation's assets must be computed based on its total assets as shown in its latest AFS, provided that the computation may also be based on the latest quarterly financial statement or a special purpose financial statement prepared in connection with the execution of the transaction.

This MC shall take effect upon its publication in 2 newspapers of general circulation in the Philippines.

SEC Notice dated 16 April 2020 provides that pursuant to SEC MC No. 5, Series of 2020, the filing period for the General Form for Financial Statements (GFFS) or Special Form for Financial Statements (SFFS) is deemed extended without penalty. During the ECQ Period, the Economic Research and Training Department will accept electronic copies of the GFFS or SFFS submitted through electronic mail to ertd_gffs@sec.gov.ph; provided that all specifications in the Notice are complied with.

SEC Notice dated 08 April 2020 summarizes the guidelines on the alternative modes of filing of reports and other documents, which was previously provided through various MCs and Notices/Advisories. The summary includes the deadlines and email addresses where certain reports and documents may be sent. Notwithstanding, the SEC advises all those concerned to read the pertinent issuances, for more definitive guidance. These may be accessed on the SEC website at http://www.sec.gov.ph/public-information-2/investors-education-andinformation/covid-19-related-issuances/.

SEC Notice dated 08 April 2020 provides that the SEC has set-up an interim online registration system to facilitate application for registration of One Person Corporations and corporations with 2-4 incorporators. The said online registration system allows an applicant or his duly authorized representative to input the proposed corporate name together with its trade name/s, if any, and the data to complete its corporate profile.

The applicant has to provide a valid and existing email account in the system, where the status of the application shall be posted. Once the application form is successfully submitted, the Company Registration and Monitoring Department shall review it within three (3) working days from the time of submission.

However, due to stringent social distancing measures limiting the mobility of individuals and the closure of establishments, payment of registration fees, submission of signed and notarized hardcopies of registration documents, and the releasing of the Certificate of Registration shall be done only once the ECQ is lifted.

 

Attached are the full texts of the issuances.

2020MCNo11

2020MCNo12-1

2020Notice_GFFS-and-SFFS-Submission-16April2020

2020NOTICE_OPC_234RegSystem

2020Notice-Summary-of-Guidelines-on-the-Filing-of-Reports-during-the-ECQ-Updated-04172020

 

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