DOCUMENTARY REQUIREMENTS FOR REGISTRATION oF CORPORATIONS AND PARTNERSHIPS (2s of June 1, 2010) All applications and supporting documents must be in four (4) copies and have ' cover sheets. © Documents signed abroad must be authenticated by the Philippine Embassy or Consulate in the country where signed. ‘* All audited Financial Statements and special audit reports must be certified by an independent Certified Public Accountant (CPA), with Statement of Representation | filed 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 the incorporators, stockholdersimembers for corporations, and partners for partnerships. 1. REGISTRATION OF CORPORATIONS A. STOCK CORPORATION Basic Requirements 1. Name Verification Slip (secure online or from SEC Name Verification Unit ); Articles of Incorporation and By-laws; Treasurer's Affidavit; and -eN Joint affidavit of two incorporators undertaking to change corporate name in the event nother person, entity or firm has acquired a prior right to the use of the same name or ‘one similar to it (not required if the Articles of Incorporation have a provision on this, ‘commitment }. Additional Requirements 5. Endorsement/clearance from other government agencies, if applicable. 6. For corporations with foreign equity: Proof of remittance by non-resident aliens and foreign corporate subscribers who want_ to register thelr investment with the Bangko Sentral ng Pilipinas ( BSP ) or an affidavit that they do not want to register their investment with the BSP6. For corporations with more than 40% foreign equity: application form required by the Foreign Investments Act of 1991 (Rep. Act 7042, as amended) 8. For corporations with applications with the Philippine Economic Zone Authority (PEZA), Subic Bay Metropolitan Authority (SBMA) or other economic zones application: Certificate of Authority or endorsement from said government agencies 9. Additional requirements based on kind of payment of subscription indicated hereunder a. Cash 1. Bank Certificate of deposit of paid up capital notarized in place where signed: and 2. For corporations with foreign subscribers who want to register their investments with 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 ); 2. Copy of TCTICCT and tax deciaration sheet, as certified by the Register of Deeds and the Assessor's Office, respectively; 3. If transfer value is based on zonal value: Latest zonal valuation certified by the Bureau of Interna! Revenue (BIR); 4. If transfer value is based on appraised value: Appraisal report by a licensed real estate appraiser (not more than six (6] months old); 5, Deed of assignment with primary entry by the Register of Deeds; 6. If property is mortgaged: Mortgagee/creditor’s certification on the outstanding foan 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 bullding/condominium unit is existing and in good condition; and 9. Affidavit of undertaking by any incorporator or director to submit the proof of transfer of the property within the prescribed period, ¢. Untitled Land If the property/ies involved are untitled lands classified by the Bureau of Lands and the Department of Environment and Natural Resources (DENR) 2s alienable and disposable ands and are not covered by the Comprehensive Agrarian Reform Law of 1988 ( Rep. Act 6657 ), the following documents sheuld, in adcition, be submitted: 4. Duplicate original or certified true copies, insofar as may be applicable, or: 20(i) Proof of possession or thal the subject land had been in the possessor's open, peaceful, continuous and uninterrupted exclusive possession in the concept of an owner for a least thirty (30) years and that the possessor had introduced improvements thereon, if any, (submit a certification of the authorized officer of the barangay where the property is, located, and at least two (2) adjoining property owners or possessors, attesting to the transferor’s possession of the property or claimants of the property; and payment of corresponding local real estate taxes); (ii). Duplicate original or certified true copies of the tax declaration, tax receipts and local real estate tax clearance; (iil) Affidavit executed by the transferor attesting that; (a) His adverse, continuous and open possession of the untitled properly may 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, morigage, tease, of other voluntary instrument affecting the untitled property duly recorded in the office of the Register of Deeds for the province or city where the land 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 easements and its location; and (c) Whether the transferor is the dominant estate or the servient estate by virtue ‘of such easement/s (vi) Undertaking (under oath) of the transferor/subscriber to answer for any liability that the corporation might incur by virtue of the acceptance of sald property as paid-up capital; 2. Clearance or certification from the Department of Agrarian Reform attesting to the following: ())_ there is no other application or claimant to the untitled land; (ii) ithas 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 the inclusion of such lands. d. Inventories /Furniture/Personal Properties 1.. Description of the property and the basis of transfer value (market value or book value ); 2. Special audit report by an independent CPA on the verification and valuation of the Property, or appraisal report by an accredited appraisal company, which is not more ‘Six (6) months old, on the valuation of the property; 3aDeed of assignment of the property to the corporation; and ‘Affidavit of the transferor that the inventories/ furniture/personal properties are existing and in good condition, e. Heavy Equipment and Machinery Description of the heavy equipment or property and the basis of transfer value (book value or appraised value); Appraisal report by the proper engineer (not more than six {6] months old). If the property is imported, the valuation report of the BSP shall be submitted; Deed of assignment of the heavy equipment or property to the corporation; and Affidavit of the transferor that the heavy equipmenmachinery is existing and in good condition. f. Shares of Stock Description of the shares of stock showing the name of stockholder, stock certificate number, number of shares and the basis of transfer value (market value or book value); ‘Audited financial statements of the investee company as of the last fiscal year, stamped received by the SEC and BIR: Deed of assignment of the shares of stock to the corporation; Certification by the corporate secretary of the investee company that the shares are_in the name of the assignor; Photocopy of the stock certificates (the original copy should be presented for verification); If shares of stock are listed in the stock exchange: Latest market quotation in the newspaper or certification from the stock exchange/broker on the latest market price of the shares of stock ; and Affidavit of undertaking by any incorporator or director to submit the proof of transfer within the prescribed period. g. Motor Vehicles Description of the motor vehicles showing the name of the registered owner, make/model, plate number, chassis number, motor number, cerificate of registration number, and market value; Photocopy of the Certificate of Registration and official receipt of annual registration fee {the original copy should be presented for verification); ‘Appraisal report by a licensed automotive engineer (not more than six (6] months old); Deed of assignment of the motor vehicle to the corporation; Affidavit of the transferor that the motor vehicle is existing and in good condition; and Affidavit of undertaking by any incorporator or director to submit the proof of transfer within the prescribed period. 41oe ee h. Sea Vessel/Aircraft Description of the vessel/aircraft showing the name of the registered owner, registry ‘umber, technical description, and appraised value; Certified true copy of the certificate of ownership; Certificate of seaworthiness/airworthiness issued by the appropriate government agency; Appraisal report by a licensed maritime or aeronautical engineer (not more than six [6] months old); Deed of assignment of the vessel/aircraft to the corporation; ‘Affidavit of the transferor that the sea vessel/aircraft is existing and in good condition; Affidavit of undertaking by any incorporator/director to submit the proof of transfer within the prescribed period. i. Intangibles Photocopy of the certificate of registration of intellectual property rights oF mining permit {for mining claimsirights); Appraisal report by an accredited appraisal company (not more than six [6] months old}; Deed of assignment of intangibies to the corporation. j. Net Assets (by way of conversion of single proprietorship/partnership into corporation or by way of spin-off) Articles of Dissolution of Partnership; Audited financial statements of the single proprietorship or partnership or division of a corporation (for spin offs) as of the last fiscal year; Long-form audit report of item 2; Deed of assignment of the assets and liabilities to the corporation; Separate deed of the assignment for the land with primary entry by the Register of Deeds List of creditors, with the amount due fo each creditor and the consent of each creditor, certified by the company accountant; Description of the properties with certificate of registration/ttles and their respective book values; and Photocopy of the Certificate of Registration of the motor vehicle (the original copy should be presented for verification); Photocopy of the TCT/CCT and tax declaration sheet, as certified by the Register of Deeds and the Assessor's Office, respectively; and10. For single proprietorships: Department of Trade and Industry (DTI) Certificate of Registration. tems 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 its abbreviation 3. The filing of the Articles of Dissolution and Articles of Incorporation or increase of ‘Authorized Capital Stock should be simultaneous. B. NON-STOCK CORPORATION Basic Requirements 4. Name Verification Sip; 2. Articles of Incorporation and By-laws; 3. Joint affidavit of two incorporators undertaking to change corporate name in the event another person entity or firm has acquired a prior right to the use of the same name or one similar to it (not required if the Articles of Incorporation have a provision fon this commitment); 4. List of members, as certified by the corporate secretary, unless already stated in the Articles of Incorporation; and 5. List of names of contributors or donors and the amounts contributed or donated, as cerlified by the treasurer. There shall be no fixed amount of contribution required but only such reasonable amount as the incorporators and trustees may deem sufficient to enable the corporation to start operation, except in the case of foundations which must have a minimum contribution of at least One Million Pesos (P1,000,000.00) Additional requirements 1. For Foundations: Notarized certificate of bank deposit of the contribution of not less than 1,000,000.00; and statement of willingness to allow the SEC to conduct an audit 2. For religious corporations: Refer to Sections 109-116 of the Code, and an affidavit of affirmation of verification by the chief priest, rabbi, minister or presiding elder 3. For federations: Certified list of member-associations by corporate secretary or president 4. For condominium corporations/associations: Master Deed with primary entry of the Register of Deeds and certification that there is no other existing similar condominium association within the condominium project 5. For neighborhood associations: Certification from the Housing and Land Use Regulatory Board (HLURB) that there is no other existing homeowners’ or similar association in the ‘community where the association is to be establishedIl, LICENSING OF FOREIGN CORPORATIONS A. BRANCH OFFICE and REPRESENTATIVE OFFICE 4. Application Form a) SEC Form No. F-103 - for Branch Office b) SEC Form No. F-104 - for Representative Office ¢) SEC Form No. F-108 - for Non-stock corporations 2. Name Verification Slip; 2. Authenticated copy of the board resolution that (a) authorizes the establishment of branch or representative office in the Philippines; (b) designates the resident agent to whom summons and other legal processes may be served to the foreign corporation; and (C) states that in the absence of such agent or upon cessation of its operation in the Philippines, any summons or legal processes may be served to SEC as if the same is ‘made upon the corporation at its home office; 3. Financial Statements as of a date not exceeding one (1) year immediately prior to the application, certified by an independent CPA of the home country and authenticated before the Philippine Consulate/Embassy; 4, Authenticated copy of the Articles of Incorporation with an English translation if in foreign language other then English; 5. Proof of Inward Remittance, such as bank certificate; Resident Agent's acceptance of appointment (not required if the resident agent is the signatory in the application form); and 7. For Representative Office and Branch Office of non-stock corporations: Affidavit signed by the resident agent stating that the applicant is solvent and in sound financial condition. B, REGIONAL OR AREA HEADQUARTERS and REGIONAL OPERATING HEADQUARTERS 1. Application Form; 2. Name Verification Slip; 3. A certification from the Philippine Consulate/Embassy or the Philippine Commercial Office or from the equivalent office of the Philippine DTI in the applicant's home country that said foreign firm is an entity engaged in international trade with affiliates, subsidiaries ‘or branch offices in the Asia Pacific and other foreign markets; in case the certification is issued by the equivalent office of the Philippine DTI, the same shall be authenticated by the Philippine Consulate/Embassy; 4. A certification from the principal officer of the foreign entity that the said foreign entity has been authorized by its board of directors or governing body to establish its regional or area headquarters or regional operating headquarters in the Philippines; and 5. Endorsement of the Board of Investments (BOI). 70Notes: Within 30 days from receipt of license, the following shall be submitted: a. For Regional or Area Headquarters: proof of remittance of at least US$50,000 b. For Regional Operating Headquarters: proof of remittance of at least US$200,000 if not submitied with the application papers. I, REGISTRATION/ RECORDING OF PARTNERSHIPS Basic Requirements Name Verification Slip; Articles of Partnership; and Joint affidavit of two partners undertaking to change partnership name in the even ‘another person, entity or firm has acquired a prior right to the use of the same name or ‘one similar to it (not required if Articles of Partnership has provision on this commitment). Additional requirements Endorsemenvelearance from other government agencies, if applicable For partnership with foreign partners a) SEC Form No. F- 108 b) Bank certificate on the capital contribution of the partners. ¢) For foreign partners who want to register their invesiments with the BSP: Proof of remittance Note: If it is a limited partnership, the word “Limited” or *Ltd” should be added to the partnership name. Articles of Partnership of limited partnerships should be under oath only (Jurat) and not acknowledged before a notary public. IV, OTHER APPLICATIONS A FOR CORPORATIONS 1._AMENDED ARTICLES OF INCORPORATION (for stock and non-stock domestic corporations ) ‘Amended Articles of Incorporation; and Directors’ or Trustees’ Certificate — a notarized document signed by a majority of the directors or trustees and the corporate secretary, certifying (i) the amendment of the Atticles of Incorporation and indicating the amended provisions, (ji) the vote of the Girectors or trustees and stockholders or members, (ii) the date and place of the stockholders’ or members’ meeting; and (Iv) the tax identification number of the signatories which shail be placed below their names. atAdditional Requirements 3. Endorsementiclearance from other government agencies, if applicable If the provision to be amended is the corporate name, submit the following a) Name Verification Slip b). Affidavit of a director, trustee or officer undertaking to change corporate name in the event another person, entity or firm has acquired a prior right to the use of the same name or one similar to it. ll, 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 of the directors or trustees and the corporate secretary, certifying to {i) the amendment of the By-laws, indicating the amended provisions, (i) the vote of the directors or trustees and stockholders or members, (ii) the date and place of the stockholders’ or members’ ‘meeting, and (iv) the tax identification number of the signatories which shall be placed below their names. Il, 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 amount subscribed 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 and paid-up capital on the existing authorized capital stock, as certified by the corporate secretary; 4, Amended Articles of Incorporation; 5, Notarized directors’ certificate certifying (a) the amendment of the Articles of Incorporation increasing the authorized capital stock, (b) the voles of the directors and the stockholders, and (c) the date and place of the stockholders’ meeting, which shall be signed by @ majority of the directors and the corporate secretary; and 6. Audited financial statements as of the preceding fiscal year, stamped received by the SEC and the BIR. Additional requirements depending on the kind of payment on subscription Cash 1. Areport by an independent CPA on the verification of the cash payment on subscription to the increase in accordance with the Guidelines on On-site Verification provided for in SEC Memorandum Circular No.6, series of 2008; oaNote: Note: Copy of the official receipt, deposit slip, bank statement or passbook and, for foreign Equity, Certificate of Inward Remittance; Trial balance as of the end of the month immediately preceding the submission of the requirements, which shall include the additional capital infusion, as certified by the company accountant; and Written waiver of pre-emptive rights by non-subscribing stockholders. Item 1 need not be submitted if payment on subscription is already reflected in the audited financial statements (item 6 of the basic requirements), and the additional capital infusion is reflected in the cash flow statement b. Conversion of advancesiliabilities to equity A report by an independent CPA on the verification of the advances to be converted to ‘equity in accordance with the Guidelines on On-site Verification as provided for in SEC Memorandum Circular No. 6, series of 2008; Detailed schedule of the lial by the company accountar ities to be offset, as of the date of trial balance, as cerlified Trial balance as of the end of the month immediately preceding the submission of the requirements, which shall include the subject advances or liabilities, as certified by the company accountant; and Deed of Assignment signed by the creditor or subscriber assigning the advances as payment for his subscription. ff the advances are reflected in the audited financial statements (item 6 of the basic requirements), submit a certification from the auditor identifying the creditors and the ‘amount owed to each, in lieu of tem 1 c. Stock dividends Long form audit report on the audited financial statements (item 6 of the basic requirements), which shall include an analysis of the retained earings account for the preceding five (5) years; List of stockholders entitled to the stock dividend with their respective outstanding shares and the allocation of the stock dividends, as certified by the corporate secretary; and Certification by the corporate secretary on the treatment of the resulting fractional shares, any. Reconciliation of return eatnings available for dividend declaration, certified by an independent auditor as provided for in SEC Memorandum Circular No. 11, series of 2008. d. For other forms of property as payment, submit the additional requirements ‘enumerated for registration of stock corporations 10IV. DECREASE OF AUTHORIZED CAPITAL STOCK Certificate of Decrease of Authorized Capital Stock; Audited financial statements as of last fiscal year, stamped received by the SEC and the BIR; If it involves a return of capital: Long form audit report and list of creditors with the consent of each creditor, as certified by company accountant; List of stockholders before and after the decrease, as certified by the corporate secretary; ‘Amended Articles of incorporation; Notarized directors’ certificate certifying (i) the emendment of the Arlicles of Incorporation to decrease the authorized capital stock, (i) the votes of the directors and the stockholders, and (ii) the date and place of the stockholders’ meeting, which shall be signed by a majority of the directors and the corporate secretary; and Publisher's affidavit of the publication (once only) of the decrease of capital in a newspaper of general circulation. V. RECLASSIFICATION/DECLASSIFICATION/CONVERSION OF SHARES Notarized directors’ certificate certifying (i) the amendment of the articles of incorporation classifying the shares of stock, (i) the votes of the directors and the stockholders, and (ii) the date and place of the stockholders’ meeting, which shall be signed by a majority of the directors and the corporate secretary; ‘Amended Articles of Incorporation; List of stockholders showing the names, nationalities and stocknoldings before and after the reclassification/declassification/conversion, as certified by the corporate secretary; and Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR, VI. MERGERICONSOLIDATION Articles of Merger/Consolidation; Plan of Merger/consolidation; List of stockholders of the constituent corporations before the merger/consolidation, and list of stockholders of record of the surviving corporation after the merger/consolidation, as certified by the corporate secretary; Certification, under oath, by the corporate secretary, on the meetings of the directors and stockholders of the constituent corporations approving the merger/consolidatior ‘Audited financial statements of the constituent corporations as of a date not earlier than 420 days prior to the date of filing of the application in accordance with PFRS 3 (Accounting Standard on Business Combination); For absorbed corporations: Long-form audit report of item 5; un7. List of creditors, if any; 8. Cortification, under oath, by the president, chief finance officer or treasurer, that creditors have been properly notified of the proposed merger/consolidation; 9. If at least one of the constituent corporations is insolvent: Affidavit of publication in 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 2. If the merger will be effected via increase of capital stock: Submit also the requirements for Increase of Authorized Capital Stock 3. For consolidation: Submit also the requirements for the registration of a stock or non- ‘stock corporation Vil. INCREASE OF FOREIGN EQUITY (for corporations registered under the Foreign Investments Act) Mode of payment: 2. Assignment of Filipino stockholdings to non-Philippine nationals 4. SEC Form No. F-101 or F-102 2, Original copy of the Deed of Assignment b. Issuance of new stocks from the unsubscribed capital stock 1, SEC Form No. F-101 or F-102 2. Form F-10-4 c. Increase or Decrease of authorized capital stock 1. SEC Form No. F-101 or F-102 2: Requirements for Increase/Decrease of Capital Stock 4, Merger or Consolidation 4. SEC Form No. F-101 of F-102 2. Requirements for merger or consolidation Vill, DISSOLUTION (by shortening corporate term ) 1. Amended Articles of Incorporation 2. Notarized directors’ certificate certifying (i) the amendment of the Articles of Incorporation shortening the corporate term, (i) the voles of the directorstrustees and stockholdersimembers, and (ii) the date and place of the stockholders/members’ ‘meeting which shall be signed by the majority of directors and corporate secretary, 3. Audited financial statements as of date of the stockholders’ meeting approving the dissolution or any date thereafter but not earlier than 60 days prior to the date of filing of the application; 124. List of creditors, if any, and the consent of the creditors, or certification as to non- existence of creditors; 5. BIR tax clearance; 6. Affidavit of publication once a week for three [3] consecutive weeks in a newspaper published in the province or city where the principal office of the corporation is located, or ff no newspaper is published in such place, in the business section of a national newspaper of general circulation in the Philippines of the notice of time, place and object of the meeting where the dissolution of the corporation was approved, and 7. Endorsement/clearance from other government agencies, if applicable Note: In cases where there are creditors and the consent of the creditors was not secured, the application should be in the form of a petition to be filed with Office of General Counsel of the SEC. IX, QUASI-REORGANIZATION Letter requesting approval to undergo quasi-reorganization; 2. Certification, under oath, by the corporate secretary, on the board resolution approving the quasi-reorganization; s Appraisal report of the fixed assets (real properties, permanently installed fixed assets and machineries and equipment directly needed and actually used in the business); 4, Schedules showing the details of the appraised properties; 9 Latest audited financial statements of the corporation, stamped received by the SEC and the BIR; 6. Analysis of the revaluation increment; and Projected financial statements for the next five (5) years. X. EQUITY RESTRUCTURING Letter requesting approval to undergo equity restructuring; 2. Certification, under oath, by the corporate secretary, on the board resolution approving the equity restructuring plan; and Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR, XI. CREATION OF ADDITIONAL PAID-IN CAPITAL Letter requesting approval for the creation of the additional paid in capital 2. Cerlification, under oath, by the corporate secretary, on the board resolution approving the creation of the additional paid-in capital; and 3, Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR. 3Note: For additional requirements: Refer to the additional requirements for Increase of the Authorized Capital Stock depending on the kind of payment on subscription Xil, CASH DIVIDEND DECLARATION 1. Certification, under oath, by the corporate secretary, of the board resolution declaring the cash dividends; 2. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; and 3. Interim audited financial statements used as the basis for such deciaration stamped received by the SEC and the BIR (to be submitted also if the basis is other than item 2 ); 4. List of stockholders before and after the decrease, as certified by the corporate secretary. XII, STOCK DIVIDEND DECLARATION 1. Certification, under oath, by the corporate secretary, of the declaration of stock dividends by majority of the directors and the stockholders representing at least 2/3 of the outstanding capital stock; 2. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; 3. Interim audited financial statements used as the basis for such declaration, stamped received by the SEC and the BIR ( to be submitted aiso if the basis is other than item 2 ); 4. List of stockholders before and after the decrease, as certified by the corporate secretary; 5 List of stockholders as of the date of meeting approving the declaration, with the respective subscribed capital stock of each stockholder and with the allocation of the stock dividend, as certified by the corporate secretary; and 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 resolution declaring the property dividends; 2. List of stockholders and the allocation of the property dividend, as certified by the corporate secretary; 3. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; 4. Detailed schedule of the property account appearing in the audited financial statements; 5. Certification by the president that the property is no longer needed in the operation of the ‘company, 4XV. CERTIFICATION OF PAID-UP CAPITALICAPITAL STRUCTURE 1. Request for certification; 2. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; and 3. List of stockholders, showing the names and the subscribed and paid-up capital of each stockholder, certified by the corporate secretary. Note: For additional requirements in case the payment to subscription came in after the balance sheet date: Refer to the additional requirements for Increase of Authorized 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 and paid-up ‘capital of each stockholder. certified by corporate secretary; 3. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; and ‘4. Stock and transfer book of the corporation (to be presented for verification). XVI. CREATION OF BONDED INDEBTEDNESS: 1. Certificate of creation of bonded indebtedness; 2. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; 3. If item 2 is more than six (6) months old: Unaudited financial statements for the current year period, certified by the company accountant 4. List of the company’s properties, with the book, appraised or bondable values of the properties which will be used to secure the projected bond issues, certified by the company accountant or comptroller; 5, Projected financial statements, showing the utilization of the proceeds of the bonds and the redemption of the bond issues, signed by the company accountant 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 resolution approving the additional issuance of shares of stock; 153. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; and 4. List of stockholders, with the nationalities, amount subscribed and paid up, and the subscribers to the new shares, signed under oath by the corporate secretary. Note: For additional requirements: Refer to the additional requirements for Increase of ‘Authorized Capital Stock depending on kind of payment XIX, VOTING TRUSTS 1. Voting Trust Agreement; and » Certification on the number of shares of trustors, signed by the corporate secretary B. FOR PARTNERSHIPS |. AMENDED ARTICLES OF PARTNERSHIP {to change partnership name) 1. Name Verification Siip; Amended Articles of Partnership; Affidavit of a partner undertaking to change partnership name; snf ae Endorsemenvclearance from other government agencies, if applicable Ul. AMENDED ARTICLES OF PARTNERSHIP (to change partners) 1, Amended Articles of Partnership; and 2. Deed of Assignment of partnership interestletter of withdrawal of partner/ or affidavit of death of partner MM, 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 |. DEPOSIT OR SUBSTITUTION OF SECURITIES DEPOSITED BY THE BRANCH OFFICE 1. Cover letter requesting acceptance of the securities deposit; 2. Photocopy of the confirmation of sale or original copy of the government bonds; 163. Letter request for earmarking of treasury bills for SEC deposit, stamped received by the Bureau of Treasury; and 4. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR, Ml, AMENDMENT OF LICENSE OF FOREIGN CORPORATIONS Basic Requirements 4, Pelition for amendment of license; and 2. Board resol n approving the amendments Additional requirements ‘a, Amendment of corporate/partnership name a.1. Name Verification Slip a2. Affidavit of a director/partner undertaking to change company name b. Change/appointment of resident agent b.1. Board resolution or letter of appointment b.2. Acceptance by the resident agent ll, WITHDRAWAL OF LICENSE OF FOREIGN CORPORATIONS +. Petition for withdrawal of license; 2. Authenticated copy of the board resolution approving the withdrawal of license; 3. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; 4. List of creditors, if any, and consent of each oreditor, or certification as to non-existence of creditors: 6. Original license issued by the SEC; 6. Publisher’ affidavit evidencing the publication of the notice of withdrawal ( once a week for three [3] consecutive weeks }; end 7. BIR Tax Clearance. IV, AMENDMENT OF LICENSE OF REGIONAL OR AREA HEADQUARTERS and REGIONAL OPERATING HEADQUARTERS, Basic Requirements 4. Petition for amendment of license; and 2. Board Resolution approving the amendments. 7Additional Requirements a) Amendment of corporate/partnership name a.1. Name Verification Slip a2. Affidavit of a directoripartner undertaking to change company name b) Conversion of Area Headquarters to Regional Operating Headquarters a, Bank Certificate or Proof that the headquarters has US$200,000 or more V. WITHDRAWAL OF LICENSE OF REGIONAL OR AREA HEADQUARTERS ‘or REGIONAL OPERATING HEADQUARTERS Basic Requirements 4. 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 by the SEC and the BIR; b. List of creditors, if any, and consent of each creditor, or certification as to the the non-existence of creditors; ¢. Publisher's affidavit evidencing the publication of the notice of withdrawal once week for three (3) consecutive weeks; and 4d. BIR Tax Clearance MINIMUM PAID-UP CAPITAL REQUIREMENT BASED ON INDUSTRY: Break Bulk Agent [Cargo Consolidator TR > 250.0 Pp 40 -10,000,000.00° Municip: z | Freight Forwarders Domestic _ 250,000'00- 2,000,000.00 | Ciganization eee 70,000,000.00BASEL |_ Insurance Broker _ Reinsurance Broker Life Insurance Compan ‘Non-Life insurance. 20,000,000. 20,000,000.00_| Reinsurance Company “Tnvestment Adviser/Manager [investment Company. Investment Hous Lending Investor Mining * Required Authorized Capital Stock _(P10,000,000.00) . ‘Non-Vessel Operating Common Carrier Trust (REIT) Corporation Partnership srseas Employment Retail Trade with Foreign Equity | School (for stock corporations) _ Pre-elementary/Elementary Education Elementary & Secondary Education Elementary, Secondary, Tertiary —PostiGreduate Education. | Security Agency Securities Broker/Dealer (NewSRO-Member) —_ ySRO-Member) Securities Broker/Dealer in Proprietary Shares (Non-SRO-Member) | Special Purpose Vehicle — ‘Special Purpose Corporation | Secondary Mortgage Institution (SMI) Servicer for special purpose corporation *Required Authorized Capital Stock 000. IN FOREIGN E¢ [Domestic Corporations with more than 40% * foreign equiy Export Market Enterprise Foreign Branch Office _ Dom | Partnership with foreign partner ‘Domestic market enterprise 9 —p 31,250,600.00 | 10,000,000.00_ 50,000,000.00 | 100,000, 00¢ 5,000,000. '300,000,000.00 | —_ $00,000.00 P’ 100,000,000.00 | P 10,000, P — §,000,000.00 ~'5,000,000.00 P 2,000,000,000.00 TP 1,000,000:60 US$ 200,000.00 P_ — §,000.0Foreign Represent US$ 30,000.00 { [ Resional Ales Headquarters (RHO) US$ _ 50,000.00 [Regional Operating Headquarters (ROHQ) _ 200,000.00 BUSINESSES REQUIRING ENDORSEMENTS FROM OTHER GOVERNMENT AGENCIES * ‘Civil Aeronautics Board (a._Air Transport 'b. Banks, Pawnshops or other Financial Intermediaries with Quasi-Banking Bangko Sentral ng Pilipinas, |__ Functions | oe — 'C Charitable institutions Department of Social Welfare and Development _. apy “¢._Educational institutions: tock & non-stock) : eee aH |_— Elementary to High school ~~ Department of Education College, Tertiary Course 7 ission on Higher Education Technical Vocational Course Technical Education Skills and ae __ | Development Authority 7,_Electric Power Plants Department of Energy ‘9. Hospitals/Health Department of Health i ce Organizations See eee h. Insurance “insurance Commission i. Neighborhood Associations: dl Housing and Land Use” Regulatory | j._ Professional Associations, k. Radio, TV, Telephone j National Telecommunications | Commission 1” Recruitment for Gverseas Employment Philippine Overseas Employment oH __ Administration 7 aed mn, Security y Rgeneyl Aor Task Force. “Philippine National Poiice | of Fire Protection” 1¢ Industry Authority” oa ro. Water Transpor/Shinbuilding/Ship Repai ~ "Endorsements, if applicable, shall form part of the registration papers ‘Company Registration and Monitoring Department ‘SECURITIES AND EXCHANGE COMMISSION 20MALACANANG MANILA EXECUTIVE ORDER NO. _858 PROMULGATING THE EIGHTH REGULAR FOREIGN INVESTMENT NEGATIVE, WHEREAS, Republic Act (RA) No. 7042 also known as the Fore} of 1991, as amended by RA 8179, provides for the formulation ‘of Investment Negative List covering investment areas/activities which foreign investors and/or reserved to Filipino nationals; WHEREAS, there is 2 need to formulate the Eight Regular | Negative List, replacing the 7” Regular Foreign Investment Negative li Metiet a and’, as recommended by concerned government agencies; NOW THEREFORE, I, GLORIA MACAPAGAL-ARROYO, Presi of the Philippines, by virtue of the powers vested in me by law, do here! Section 1. Only the investment areas and/or activities listed shall be reserved to Philippine nationals, and hereafter shall be refei Regular Foreign Investment Negative List. The extent of foreign eq those areas shall be limited to the percentages indicated in the List, Section 2. Any amendment to List A may be made at any tin} instituted in specific laws while amendments to List B shall not be mi once every two years, pursuant to Section 8 of RA 7042 as amet Implementing Rules and Regulations. Section 3. All orders, issuances, rules and regulations or par Inconsistent with this Order are hereby revoked or modified according} Section 4. This Executive Order shall take effect 15 days fy newspaper of general circulation. ST In Investment Act Regular Foreign jay be opened to eign Investment to reflect changes int of the Republic order: the Annex hereof .d to as the Eight ity participation in to reflect changes ie more often than pd, and its revised theréof, which are ter publication in a DONE in the City of Manila, this Sth day offebruary. '"} ne year of our Lord, wo Thousand and Ten. pe By the President: EDUARDO R. ERMITA Executive Secretary See Pon agenANNEX EIGHTH REGULAR FOREIGN INVESTMENT N! LIST A: FOREIGN OWNERSHIP IS LIM] ITED BY MANDATIJOF THE CONSTITUTION AND SPECIFIC LAWS No Foreign Equity 1. Mass media except recording (Art. XVI, Sec: 11 of the Constution; Presidential ‘Memorandum dated 04 May 1994) +. Practice of all professions’ (Art. XII, See. 14 of the Constitution, Sec. 1 pf RA 5181) a. Engineering i Aeronautical engineering (PD 1570) ii, Agricultural engineering (RA 8559) ii, Chemical engineering (RA 9297) iv. Civil engineering (RA 1582) yy. Electrical engineering (RA 7920) ¥;.Blectronics and communication engineering (RA 9292) Vii, Geodetic engineering (RA 8560) Wii, Mechanical engineering (RA 8495) i. Metallurgical engineering (PD 1536) x. Mining engineering (RA 4274) xi Naval architecture and marine engineering (RA 4565) ii, Sanitary engineering (RA 1364) b. Medicine and allied professions Medien fedicine (RA 2382 as amended by RA 4224) fed by RA 6138, PD) 98 and PD 1534) ji. Medical technology (RA 5527 as amen: iii, Dentistry (RA 9484) iv. Midwifery (RA 7392) y, Nursing (RA 9173) Vi, Nutrition and dietetics (PD 1286) vii. Optometry (RA 8050) viii, Pharmacy (RA 5921) Te physical and occupational therapy (RA 5680) e _Radiologic and x-ray technology (RA 7431) x. Veterinary medicine (RA 9268) “Accountancy (RA 9298) ‘Architecture (RA 9266) Criminology (RA 6506) Chemistry (RA 754) Customs brokerage (RA 9280) Environmental planning (PD 1308) Forestry (RA 6239) Geology (RA 4209) Interior design (RA 8534) Landscape architecture (RA 9053) Law (Art, VII, Section 5 of the Constitution; Philippines) n._ Librarianship (RA 9246) grrr eR me eo Spe eee ee eieL een "This is limited to Filipino citizens save in cases prescribed by law. id Rule 138, Sec. 2 EGATIV]: LIST the Rules of Court ofMarine deck officers (RA 8544) Marine engine officers (RA 8544) Master plumbing (RA 1378) ‘Sugar technology (RA 5197) Social work (RA 4373) Teaching (RA 7836) Agriculture (RA 8435) |. Fisheries (RA 8550) yw. Guidance counseling (RA 9258) eerenepe Cooperatives (Ch. Ill, Art. 26 of RA 6938) Private security agencies (Sec. 4 of RA 5487) ‘Small-scale mining (Sec. 3 of RA 7076) rayee (Art. XIL, Sec. 2 of the Constitution) Constitution)” 10, Manufacture, repair, stockpiling and/or distribution of biological, jweapons and anti-personnel mines (various treaties 10 ‘which the Philipp}nes is a signatory am conventions supported by the Philippines)” 1]. Manufacture of firecrackers ‘and other pyrotechnic devices (Sec. 5 of RA}7183) Up to Twenty Percent (20%) Foreign Equity 12. Private radio communications network (RA 3846) Up to Twenty-Five Percent (25%) Foreign Equity 13, Private recruitment, whether for local or overseas employment (Art. 2jpF PD 442) 14 Contracts for. the construction and_ repair of Jocally-funded Commonwealth Act No, 541, Lette of Instruction No. 630) except: co rnfpestructure/development projects covered in RA 7718; and Projects which are foreign funded or assisted and required (q undergo internation competitive bidding (Sec. 2(a) of RA 7718) 15. Contracts for the construction of defense-related structures (Sec. 1 of JA 541) Up to Thirty Percent (30%) Foreign Equity 16. Advertising (Art. XVI, See. 11 of the Constitution) foreign, partic pre tha investments fr estalishing a tre Hs not es than USSH30.C0U% o (0) spe HEE io igh end or luxury pence sae Rat me ston peru mae ee seas phibted (are See of the Costin, Com Philippines is a signatory) : ue hence Retail trade enterprises with paid-up capital of less than USS2,500,000 (Ske. 5 of RA 8762)" Utilization of marine resources in archipelagic waters, territorial sea, afd! exclusive economi Zone as well as small-scale utilization of natural resources in rivers, laktts, bays, and lagoon Grnership, operation and management of cockpits (Seo. 5 of PD 449) 5. Manufacture, repair, stockpiling andlor distribution of nuclear weapons |{Art. II, Sec. 8 of th pation Is allowed for retail rade enterprises: (a) with paid-up cari chethical and radiologic public works (See. 1 of US52,$00,000 or more 782) jons/Treaties to which the i\\Up to Forty Percent (40%) Foreign Equity 17, Exploration, development and utilization Constitution)" 48. Ownership of private lands Sec. 4 of RA 9182) 19. Operation and manageme: CA 146) 20. Ownership/establ ‘the Constitution) 21, Culture, production, milling, processing, acquiring, by barter, purchase or otherwise, of PD 194 22. Contracts for the supp) controlled corporation, company, 23. Project proponent and facility opé (Art. XIT, Sec. 11 of the Constitution; S 24. Operation of deep sea commen 25. Adjustment companies (Sec. 3 26, Ownership of condominium co-owned by the owners of the separate unit int of public utilities agency or erator of a ec. 2 23 of PD 612 Up to Sixty Percent (60%) Foreign Equity 27, Financing companies regulated by the Secu RA 5980 as amended by RA 8556)" 28. Investment houses regulated by the LIST B: FOREIGN OWNERSHIP 1S LIMITED FOR REASONS|OF SECURITY, DEFENSE, RISK TO HEALTH AND MORALS ‘AND PRO[ECTION OF ‘SMALL- AND MEDIUM-SCALE ENTERPRISE: Up to Forty Percent (40 %) Foreign Equity 1. Philippine Nati a. Firearms (handguns to shotguns), or implements used or intended to Gunpowder Dynamite Blasting supplies Ingredients used in making explosives: Paes _ Full foreign participation is allowed 2 of the Constitution) 5 Full foreign participation is allowed shall divest a tninimum of 60 pereont of 193 5, 1998). 22 SE national mny be allowed 10 own stock io 6 ‘hich he isa national accords the same reciprocal rights (0 as amended by RA 8366) provided that within ‘their equity to Fil (Art. XT, Sec. 7 of the Constitution; lishment and administration of educational institutions} ly of materials, 200% cial fishing vessels ‘units where the common areas in the c SRC (Sec. 5 of PD 129 as amended Manufacture, repair, storage, and/or distribution ional Police (PNP) clearance: parts of be used in the manufacture of trough financial or technical assistance agreement si snancing companies or javesiment of natural resources (Art.| KIT, See. 2 of th Ch. 5) [Bec. 22 of CA 141 ¢ (Art. XII, See. 11 of the Cppstitution; See 16 lArt, XIV, Sec. 4 o} {ff rice and corn at trading except retailing, fiucts thereof (Sec. rice and corn and the by-p! wernment-owned 0} of RA 5183) A blic utilities franchis ds and commodities to ‘municipal corporation (Sec. BOT Project requiring a p (a) of RA 7718) (Gee. 27 of RA 8550) ‘as amended by PD 1814) \ jominium project ar 's or owned by a corporation {Sec. Sof RA 4726) rrities and Exchange Commip sion (SEC) (See. 6 | y RA 8366)° of products and{dr ingredients ssi therefor, instrumet jearms vf firearms and ammunil} Ine President (Art. XI, Sec tion, the foreign investor the 30-year period from start of "A Couneil Resolution No. pina citizens (See. 5 of PD 194; sacs unleas the country of ded by RA 8556; PD 129 KR Filipinos (Sec. 6 of RA 5980 asi. Chlorates of potassium and sodium ji Nitrates of ammonium, potassium, sodium barium, copper a and cuprite iii, Nitric acid iv. Nitrocellulose ©. Perchlorates of ammonium, potassium and sodium Dinitrocellalose Glycerol ‘Amorphous phosphorus ix. Hydrogen peroxide x. Strontium nitrate powder xi, Toluene £. Telescopic sights, sniper scope and other similar devices Manufacture, repair, storage However, the mai rifacture or sepair of these items may be authoriffd by the Chief of PNP to non-Philippine nationals; Provided that a substantial determined by the said agency, is exported. Provided further th entage of output, equity ownership allowed shall be specified in the said authority/clearance (RA 7042 amended by RA 8179) Defense (DND) clearance: a b. gorse meso Manufacture and distribution of dangerous Sauna and steam bathhouses, massage clinics and other like adijvities regulated by | Panmce of risks posed to public health and morals (RA 7042 as amepifed by RA 8179) All forms of gambling (RA 7 investment agreements with PA administered by the Philippine Domestic market enterprises with paid- Guns and ammunition for warfare Military ordnance and parts thereof (e.g., torpedoes, depth chal missiles) Gunnery, bombing and fire control systems and components Guided missilesimissile systems and components Tactical aircraft (fixed and rotary-winged), parts and components thereof Space vehicles and component systems Combat vessels (air, land and naval) and auxiliaries Weapons repair and maintenance equipment Military communications equipment Night vision equipment Stimulated coherent radiation devices, components and accessori¢} ‘Armament training devices Others as may be determined by the Secretary of the DND Peter, the manufacture or repair of these items may be authaiized by the Secretary Foonal Defense to not-Philippine nationals; Provided that a spbstantiel pereon tek tput, as determined by the said agency, is exported. Provide further that the extent] foreign equity ownership allowed shall be specified in the sai 7042 as amended by RA 8179) US$200,000 (RA 7042 as amended by RA 8179) Domestic market enterprises which involve advanced technology direct employees with 7042 as amended by RA 8179) drugs (RA 7042 as amend{fd by RA 8179) 1042 as amended by RA 8179), sept those covered GCOR (RA 9487) operating withia} special economic 20 Economic Zone Authority (RA 7916 in equity capital of leq than the equivalent ‘paid-in-equity capital of less than the equiy#lent of US$100,000 lemploy at least fifty l- lauthority/clearance (ik , lead (11), caleiu the extent of foreis nd/or distribution of products requiring Hlepartment of Nation! es, bombs, grenade, if jof lof