2017 STATEMENT OF MANAGEMENT’S RESPONSIBILITY (SMR) FOR SEC


images

For those searching for a copy of the latest, year 2016 – 2017,  Statement of Management’s Responsibility (SMR) for the Securities and Exchange Commission (SEC).  Here it is:

 

 


LETTER HEAD OF THE COMPANY


           STATEMENT OF MANAGEMENT’S RESPONSIBILITY

_____________, 2017

The Securities and Exchange Commission
SEC Building
Mandaluyong City, Metro-Manila

The management of (PUT THE NAME OF THE COMPANY HERE) is responsible for the preparation and fair presentation of the financial statements, including the schedules attached therein, for the years ended December 31, 2016 and 2015, in accordance with the prescribed financial reporting framework indicated therein, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s  ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative to do so.

The Board of Directors is responsible for overseeing the Company’s financial reporting process.

The Board of Directors reviews and approves the financial statements including the schedules attached therein, and submits the same to the stockholders.

(PUT THE NAME OF CURRENT CONTRACTED CPA HERE) and (PUT THE NAME OF THE PREVIOUS CPA HERE, IF ANOTHER CPA RENDERED AN OPINION ON THE PREVIOUS FINANCIAL STATEMENTS), the independent auditors, appointed by the stockholders for the period December 31, 2016 and 2015, respectively, have examined the financial statements of the company in accordance with Philippines Standards on Auditing, and in their reports to the stockholders, have expressed their opinion on the fairness of presentation upon completion of such examination.

______________
Chairman of the Board   

______________
Chief Executive Officer

______________
Chief Finance Officer

Advertisements

CORPORATION : BOARD OF DIRECTORS/TRUSTEES/OFFICERS


Corporate Code of the Philippines [Sec. 23-35]

TITLE III : BOARD OF DIRECTORS/TRUSTEES/OFFICERS

Sec. 23. The board of directors or trustees. – Unless otherwise provided in this Code, the corporate powers of all corporations formed under this Code shall be exercised, all business conducted and all property of such corporations controlled and held by the board of directors or trustees to be elected from among the holders of stocks, or where there is no stock, from among the members of the corporation, who shall hold office for one (1) year until their successors are elected and qualified.

Every director must own at least one (1) share of the capital stock of the corporation of which he is a director, which share shall stand in his name on the books of the corporation. Any director who ceases to be the owner of at least one (1) share of the capital stock of the corporation of which he is a director shall thereby cease to be a director. Trustees of non-stock corporations must be members thereof. a majority of the directors or trustees of all corporations organized under this Code must be residents of the Philippines.

Increase of capitalization thru cash


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 thereto;

3) List of stockholders as of date of meeting approving the increase, indicating their nationalities and their respective subscribed and paid-up capital on the present authorized capital stock certified by the corporate secretary;

4) Amended Articles of Incorporation;

5) Directors’ certificate – A notarized document signed by majority of the directors and corporate secretary certifying the amendment of the articles of incorporation increasing the authorized capital stock, the votes of the directors and the stockholders thereto, and the date and place of the stockholders meeting;

6) Audited financial statements as of the last fiscal year stamped received by BIR and SEC

7) A report rendered by an independent CPA on the verification of the cash payment on subscription to the increase;

8) Copy of the official receipt, deposit slip, bank statement/passbook;

9) Trial balance as of the end of the month immediately preceding the submission of the requirements, which includes the additional capital infusion, certified by the company accountant;

10) Written waiver of pre-emptive rights by non-subscribing stockholders; and

11) On site verification.

Note: Disregard item 8 if payment on subscription is already reflected in the audited financial statements (item 7 of the basic requirements), and said additional capital infusion is reflected in the Cash Flow Statement

How to register a NON-Stock, NON-Profit CORPORATION with the Philippines SEC


This blog is having a lot of queries on how to register a non-stock and non-profit corporation. Thus, I thought that it’s about time to write one for all the readers and by passer out there. Anyhow, I tried to run a query via google search engine, and some relevant sites came up with the same answers. Next, I checked out SEC and to my surprise the procedures still are the same. So, for the benefits of those who are surfing, reading, visiting and passing by my blog, here are the steps to be followed:

1. Verify and reserve the proposed corporate name. You could do this the hard way, at the SEC Verification Unit, located at the SEC Building, EDSA, Greenhills, Mandaluyong City (right across the Philippine Overseas Employment Administration [POEA] and the EDSA Shrine). If you want to make your life a bit easier, you could do the verification and registration online, through the SEC-iRegister, a 24-7 portal.  After paying the reservation fee, you will get a Name Verification Slip, which is submitted together with the other requirements.

2. Prepare the Articles of Incorporation and By-laws. Blank forms are also available from the Company Registration and Monitoring Department (CRMD). The drafting of the Articles of Incorporation and the By-laws, as well as the other requirements, could also be done by your lawyer.

HOWEVER, in lieu of the authorized capital stock requiring 25% subscriptions of the authorized capital stocks and the attestation in the Treasurer’s affidavit that at least 25% of the subscribed stocks had been paid, for non-stock/non-profit corporation, it only requires the corporation to state the amount of capital or money contributed or donated by specified persons.

So there…

Ah, plus the names, nationalities, and residences of the contributors or donors as well as the respective amounts given by each.  And remember it must be on an itemized presentation.  Take note also, and this is a major major requirement, the majority of members should be a resident of the Philippines.  With this provision, a foreigner can put up 100% foreign owned non-stock, non-profit corporation. Why, because the “code” only requires that the majority of its members should have Philippine residency.

3. Last step is the submission of a Bank Certificate of Paid In Capital or Working Capital to Philippine Securities and Exchange Commission.

ANYHOW, for Foundation —

(a) a notarized Certificate of Bank Deposit of the contribution of not less than P1,000,000.00 ; and

(b) a statement of willingness to allow the Commission to conduct an audit.