SEC Registration Requirements for Stock Corporation


Here are the requirement that you need to prepare in connection with the registration of a stock corporation with the Philippine Securities and Exchange Commission (SEC).

1) COVER SHEET

2) NAME VERIFICATION SLIP

3) BANK CERTIFICATE OF DEPOSIT OF PAID-UP CAPITAL (notarized in the place executed)

4) ARTICLES OF INCORPORATION

5) TREASURER’S AFFIDAVIT

6) BY-LAWS

7) UNDERTAKING TO CHANGE NAME (not required if provided in the Articles of Incorporation)

HOWEVER, additional requirements such as: (1) Indorsement/clearance from other government agencies, if applicable (2) For corporations with foreign equity, submit proof of inward remittance by non-resident aliens and foreign corporate subscribers who    want to register their investment with BSP; (3) For corporations with more than 40% Foreign equity, submit SEC Form No. F – 100; (4) For corporations with Phil. Economic Zone Authority (PEZA), Subic Bay Metropolitan Authority (SBMA) or other economic zones application, attach Certificate of Authority or indorsement from said government agencies.

Of course, as of my last inquiry,  the cost associated with the registration are (1) Filing Fee:  1/5 of 1% of the Authorized Capital Stock but not less than Php1,000.00 (2) By Laws: Php510.00 and (3) Legal Research Fee:  1% of Filing Fee but not less than Php10.00.

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Think BIG!


I am not promoting this site, but I think it’s worth visiting and browsing.  The site is called “BIG” or “Breakthrough Innovation Grant“. The organizers of the site are inviting Entrepreneurs and Owners of Small and Medium Sized Businesses to simply submit an innovative business idea that will alleviate poverty in the Philippines.  Wow, this is amazing di ba?

Heto pa, according to the site the winner will be given U$20,000, in cold cash? or if we calculate this using an exchange rate of U$1:Php50, its a Php1.0M na tumatanginting!  And the thing is it is so simple –  all you have to do is to submit your innovative business ideas, take note, your proposals must be innovative, resourceful, scalable, and fit the particular needs of the Philippines to drive wealth creation plus it will serve as a as drivers for poverty alleviation and social improvement.

If you browse through the site, the entries’ tab, you will notice that there are already a quite a number of entries.  I have not gone reading the entries, but I think the participants posted good business ideas.  You may crunch an idea just by reading it.  Who knows? Copying is not evil, just put a sense on it.

One thing I noticed on the site, however, is that the criteria for judging for a certain project are too broad — it must be innovative, resourceful, scalable, and fit the particular needs of the Philippines to drive wealth creation.  There must be a certain-specific percentage of something or what not.  And the thing is, everyone, all the participants seems making their stuff on the top by the number of likes?

Anyhow, the finalists will be announced on April 1, 2011. So, pwede pa… go, submit if you have one.

Search Food Recipes Using Google


Surprisingly, this blog is having a lot of queries on food recipes especially soipao, doughnut, and even yema making. Anyhow, did you know that there is an easy way of searching and getting food recipes using the google search filter?  Yes po! Google has now a search filter for a recipe. It’s a new way of looking up recipes on the internet that matches your requirements. It’s a giveaway, you know why, because the recipe view not only provides particular food recipe, but also various food and cuisine to different ideas for a particular celebration and even events.

How?  Simple.  Open google.com then type the recipe or food that you are looking for.  Like for example, type “pancit” into the search box of google, then after the initial results show then click the “recipes” on the left side to narrow down the search results to food recipes “only”.

The recipes can be filtered based on the estimated cooking time to look for the food that can be prepared within 15, 30 or 60 minutes. The search feature can also allow those who are sensitive about the food calorie to search for lighter recipes by selecting the appropriate calorie amount.

Happy food searching…

How to extend or shorten the life of a Corporation


The Corporation Code of the Philippines under section 37 allows a corporation to “extend” as well as to “shorten” its term of existence. Dissolving a corporation prior to its expiration, say 50 years, or whatever the term fixed in the Articles of Incorporation, can be done by amending the Articles of Incorporation to shorten the term or vice-versa. When the shorter term expires, then the corporation is automatically dissolved, and its corporate assets liquidated.

Section 37 of the corporation code is all about the Power to extend or shorten a corporate term. A private corporation may extend or shorten its term as stated in the Articles of Incorporation when approved by a majority vote of the Board and ratified at a meeting by the stockholders representing at least 2/3 of the outstanding capital stock/members. A written notice of the proposed action and of the time and place of the meeting shall be addressed to each stockholder or member at his place of residence as shown on the books of the corporation and deposited to the addressee in the post office with postage prepaid, or served personally: Provided, that in case of extension of the corporate term, any dissenting stockholder may exercise his appraisal right under the conditions provided in this Code.

HOWEVER, in the case of increase or reduction of capital stock, any change in a corporate term has to be approved at a members’ or stockholders’ meeting. Unlike in increase or reduction of capital stock, any stockholder who dissents to the extension or shortening of the term may exercise his appraisal right.

This is the  procedure to be followed after the stockholders had approved it.

(1) File duly certified copy of the AOI as amended with the SEC; and

(2)  Amendment takes effect upon SEC approval, except if SEC fails to act within 6 months from filing for causes not attributable to the corporation, then the amendment will take effect even without SEC approval.

BIR related, How is a particular taxpayer selected for audit?


Officers of the BIR, like for example the Revenue District Officers, the Chief of Large Taxpayer Assessment Division, or the Chief of Excise Taxpayer Operations Division, or even the Chief of Policy Cases and Tax Fraud Division, are responsible for the conduct of audit and/or investigation.  The same offices are the one responsible for the preparation of a list of all taxpayer who fall, again, again, who fall within the selection criteria prescribed in a Revenue Memorandum Order issued by CIR to establish guidelines for the audit program of a particular year.

The list of taxpayers shall then be submitted to their respective Assistant Commissioner for pre-approval and to the Commissioner of Internal Revenue for final approval. The list submitted by RDO shall be pre-approved by the Regional Director and finally approved by Assistant Commissioner, Assessment Service.

The following statements were lifted from RMO 19-2000 for your reference

Selection of said returns for audit shall be based on the following order of priority:

(1) tax cases for audit based on policy direction of the Commissioner;

(2) taxpayers with third party information which resulted to substantial reduction in tax payments; and

(3) taxpayers with low tax compliance.

Taxpayers under the jurisdiction of the Large Taxpayers Service and Excise Taxpayers Service are not covered by the Order. Only the Revenue District Offices are authorized to conduct a short-term audit. In no case shall the Assessment Division and Special Investigation Division in the Regional Offices be allowed to perform a short-term audit of tax returns. All Letters of Authority (Las)/Audit Notices (ANs) shall be issued and approved by the Regional Director. However, no Las/ANs shall be issued by the Regional Director without prior written approval of the ACIR, Assessment Service. Only Revenue Officers-Assessment Group shall be authorized to conduct audit and investigation of tax cases, whether in a principal or assisting capacity. The same Revenue Officer and/or Group Supervisor shall not be assigned to audit/investigate the same taxpayer during the year except when this is not possible due to limited number of Group Supervisor/Revenue Officer in the RDO.

HOWEVER, pleaser refer RMOs 64-99, 67-99, 18-2000 for further information.