QAU Memo 2019-05 : SEC Updates
Table of Contents
Notice on the Submission of the Mandatory Disclosure Form after 31 July 2019. 3
Notice on the Deadline for Submission of Material Related Party Transaction Policy. 3
Notice on the Use of the New General Information Sheet (GIS) Form.. 3
Notice on the Computation of Interest Rates. 3
SEC Memorandum Circular (MC) No. 12, Series of 2019 Adoption of Revised Conceptual Framework 8
SEC MC No. 13, Series of 2019 Amended Guidelines and Procedures on the Use of Corporate and Partnership Names. 9
SEC MC No. 14, Series of 2019 Rules and Regulations Governing Crowdfunding (CF) 12
SEC MC No. 15, Series of 2019 Amendment of SEC MC No. 17, s.2018 on the Revision of the GIS to include Beneficial Ownership Information (“2019 Revision of the GIS”) 14
SEC MC No. 16, Series of 2019 Guidelines on the Number and Qualifications of Incorporators under the Revised Corporation Code. 16
SEC MC No. 17, Series of 2019 Revised Guidelines on Securities Deposit of Branch Offices of Foreign Corporations. 18
SEC MC No. 18, Series of 2019 Prohibition on Unfair Debt Collection Practices of Financing Companies and Lending Companies. 20
SEC MC No. 19, Series of 2019 Disclosure Requirements on Advertisements of Financing Companies and Lending Companies and Reporting of Online Lending Platforms. 22
Notice on the Submission of the Mandatory Disclosure Form after 31 July 2019
To: All Non-stock Corporations who have not yet submitted the mandatory disclosure form
The Commission will no longer accept the Mandatory Disclosure Form (using the form required under SEC MC No. 15, s.2019) starting August 1, 2019. Those who failed to submit before August 1, 2019 will have to wait for the issuance of the Commission of the amendments on the Circular and on the Mandatory Disclosure Form.
Notice on the Deadline for Submission of Material Related Party Transaction Policy
To: Publicly-listed Companies
The deadline for submission of Material Related Party Transaction Policy is on or before 28 October 2019. Companies listed after the effectivity of SEC MC No. 10, s.2019 shall be required to submit their policy within six (6) months from listing date. Furthermore, if the Company’s policy has accessible link, it must be posted on their website within five (5) days form submission to Commission.
Notice on the Use of the New General Information Sheet (GIS) Form
To: All SEC Registered Domestic Corporations Required to Submit the General Information Sheet
The Commission issued a new General Information Sheet (GIS) Form with the Beneficial Ownership Declaration page which will be implemented beginning 31 July 2019. The said form may be downloaded from the Commission’s website. Kindly click links below for reference:
Notice on the Computation of Interest Rates
To: All Concerned
The Commission issued this Notice in view of the numerous queries entertained by the operating department/s of the SEC with regard to the correct computation of the interest rates imposed by Lending Companies (LCs) and Financing Companies (FCs). Adopting BSP Memorandum No. M-2011-040 in the case of LCs and FCs, an effective interest rate calculation model for a loan, founded on established principles of discounted cash flow analysis, should be based on the actual features thereof.
Illustrative Example on the Computation of Interest Rates
ILLUSTRATION 1
EFFECTIVE INTEREST CALCULATION MODEL
FIXED EQUAL AMORTIZATION SCHEDULE
|
Period |
% |
Amount |
Loan Amount |
P100,000.00 |
||
Monthly Installment Payments |
9,455.96 |
||
Contractual/Interest Rate (Monthly) | 2.00% |
(See Annex A) |
|
Penalty Charges in case of default/late payment on outstanding balance | 3.00% |
(See Annex B) |
|
Other Charges (i.e. service charge, processing fee that will be deducted to the loan proceeds) | 3.00% |
3,000.00 |
|
No. of Monthly Installment | 12 |
|
|
Loan Proceeds (Loan amount less Other Charges) |
97,000.00 |
ANNEX A: Scenario where No Default/Late Payment
Computation based on the Contractual/Interest Rate
Installment Period |
Gross Loan |
Principal ( A ) = C – B |
Contractial Interest (i=2.00%) ( B ) = Prior period D * i |
Monthly Installment ( C ) |
Outstanding Balance ( D ) = Prior Period D - A |
|
P100,000.00 |
|
|
|
100,000.00 |
1 |
|
7,455.96 |
2,000.00 |
9,455.96 |
92,544.04 |
2 |
|
8,067.80 |
1,388.16 |
9,455.96 |
84,476.24 |
3 |
|
8,188.82 |
1,267.14 |
9,455.96 |
76,287.43 |
4 |
|
8,311.65 |
1,144.31 |
9,455.96 |
67,975.78 |
5 |
|
8,436.32 |
1,019.64 |
9,455.96 |
59,539.45 |
6 |
|
8,562.87 |
893.09 |
9,455.96 |
50,976.59 |
7 |
|
8,691.31 |
764.65 |
9,455.96 |
42,285.28 |
8 |
|
8,821.68 |
634.28 |
9,455.96 |
33,463.59 |
9 |
|
8,954.01 |
501.95 |
9,455.96 |
24,509.59 |
10 |
|
9,088.32 |
367.64 |
9,455.96 |
15,421.27 |
11 |
|
9,224.64 |
231.32 |
9,455.96 |
6,196.63 |
12 |
|
9,363.01 |
92.95 |
9,455.96 |
- |
TOTAL |
103,166.38 |
10,305.14 |
113,471.52 |
|
Computation based on the Effective Interest Rate
Installment Period |
Gross Loan |
Cash Flows ( A ) |
Principal ( B ) = A-C |
Effective Interest 2.499% ( C ) = Prior Period D*2.499% |
Outstanding Balance (D) = Prior Period D – B) |
|
P100,000.00 |
|
|
|
100,000.00 |
0 |
|
97,000.00 |
3,000.00 |
|
97,000.00 |
1 |
|
-9,455.96 |
7,031.45 |
2,424.51 |
89,968.55 |
2 |
|
-9,455.96 |
7,207.20 |
2,248.76 |
82,761.34 |
3 |
|
-9,455.96 |
7,387.35 |
2,068.61 |
75,373.99 |
4 |
|
-9,455.96 |
7,571.99 |
1,883.97 |
67,802.00 |
5 |
|
-9,455.96 |
7,761.26 |
1,694.70 |
60,040.75 |
6 |
|
-9,455.96 |
7,955.25 |
1,500.71 |
52,085.50 |
7 |
|
-9,455.96 |
8,154.09 |
1,301.87 |
43,931.41 |
8 |
|
-9,455.96 |
8,357.90 |
1,098.06 |
35,573.51 |
9 |
|
-9,455.96 |
8,566.80 |
889.16 |
27,006.71 |
10 |
|
-9,455.96 |
8,780.93 |
675.03 |
18,225.78 |
11 |
|
-9,455.96 |
9,000.41 |
455.55 |
9,225.37 |
12 |
|
-9,455.96 |
9,225.37 |
230.59 |
- |
TOTAL |
|
100,000.00 |
16,471.52 |
|
Total Payments to be made by the borrower: |
3,000.00 |
(Other charges deducted to the loan proceeds) |
113,471.52 |
(12 Monthly payments of P9,455.96) | |
116,471.52 |
Monthly Installment |
= |
Principal |
÷ |
(((1+i)^n)-1) |
|
|
|
(i(1+i)^n) |
|
|
|
|
|
|
= |
100,000.00 |
÷ |
(((1+.015)^12)-1) |
|
|
|
|
(.015(1+.015)^12) |
|
|
|
|
|
|
= |
100,000.00 |
÷ |
10.58 |
|
|
|
|
|
|
= |
9,455.96 |
|
|
|
Where: |
|
|||
i |
= |
Contractual interest | ||
n |
= |
Period | ||
principal |
= |
Loan amount |
Effective Monthly Interest |
= |
IRR (F10:F22) = 2.499% |
Rate (MIR) |
|
|
(using Excel IRR Function) |
|
ANNEX B: Scenario where there is Default/Late Payment
Computation based on the Contractual/Interest Rate (Default on the 5th Installment)
Installment Period |
Gross Loan |
Principal (A) = C – B |
Contractial Interest (i=2.00%) (B) = Prior period D * i |
Monthly Installment (C) |
Penalty Charges in case of default on outstanding balance |
Outstanding Balance (D) = Prior Period D - A |
|
P100,000.00 |
|
|
|
|
100,000.00 |
1 |
|
7,455.96 |
2,000.00 |
9,455.96 |
|
92,544.04 |
2 |
|
8,067.80 |
1,388.16 |
9,455.96 |
|
84,476.24 |
3 |
|
8,188.82 |
1,267.14 |
9,455.96 |
|
76,287.43 |
4 |
|
8,311.65 |
1,144.31 |
9,455.96 |
|
67,975.78 |
5 (defaulted) |
|
8,436.32 |
1,019.64 |
9,455.96 |
2,039.27 |
61,578.73 |
6 |
|
8,532.28 |
923.68 |
9,455.96 |
|
53,046.45 |
7 |
|
8,660.26 |
795.70 |
9,455.96 |
|
44,386.19 |
8 |
|
8,790.17 |
665.79 |
9,455.96 |
|
35,596.02 |
9 |
|
8,922.02 |
533.94 |
9,455.96 |
|
26,674.00 |
10 |
|
9,055.85 |
400.11 |
9,455.96 |
|
17,618.15 |
11 |
|
9,191.69 |
264.27 |
9,455.96 |
|
8,426.46 |
12 |
|
9,329.56 |
126.40 |
9,455.96 |
|
- |
TOTAL |
102,942.37 |
10,529.14 |
113,471.52 |
2,039.27 |
|
Computation based on the Effective Interest Rate (Default on the 5th Installment)
Installment Period |
Gross Loan |
Cash Flows ( A ) |
Principal ( B ) = A-C |
Effective Interest 2.81% ( C ) = Prior Period D*2.81% |
Outstanding Balance (D) = Prior Period D – B) |
|
P100,000.00 |
|
|
|
100,000.00 |
0 |
|
97,000.00 |
3,000.00 |
|
97,000.00 |
1 |
|
-9,455.96 |
6,734.17 |
2,721.79 |
90,265.83 |
2 |
|
-9,455.96 |
6,923.13 |
2,532.83 |
83,342.70 |
3 |
|
-9,455.96 |
7,117.39 |
2,338.57 |
76,225.31 |
4 |
|
-9,455.96 |
7,317.10 |
2,138.86 |
68,908.21 |
5 |
|
-11,495.23 |
9,561.69 |
1,933.54 |
59,346.52 |
6 |
|
-9,455.96 |
7,790.71 |
1,665.25 |
51,555.81 |
7 |
|
-9,455.96 |
8,009.32 |
1,446.64 |
43,546.49 |
8 |
|
-9,455.96 |
8,234.06 |
1,221.90 |
35,312.43 |
9 |
|
-9,455.96 |
8,465.10 |
990.86 |
26,847.33 |
10 |
|
-9,455.96 |
8,702.63 |
753.33 |
18,144.70 |
11 |
|
-9,455.96 |
8,946.83 |
509.13 |
9197.87 |
12 |
|
-9,455.96 |
9,197.87 |
258.09 |
- |
TOTAL |
|
100,000.00 |
18,510.79 |
|
Total Payments to be made by the borrower: |
3,000.00 |
(Other charges deducted to the loan proceeds) |
113,471.52 |
(12 Monthly payments of P9,455.96) | |
2,039.27 |
(Penalty charge on the default/late payment) | |
118,510.79 |
Effective Monthly Interest |
= |
IRR (F10:F22) = 2.81% (2.80596937%) |
Rate (MIR) |
|
|
(using Excel IRR Function) |
|
SEC Memorandum Circular (MC) No. 12, Series of 2019 Adoption of Revised Conceptual Framework
To: All entities reporting under PFRS
The Commission approved the adoption of Revised Conceptual Framework on May 7, 2019. It includes a new chapter on measurement, guidance on reporting financial performance, improved definitions and guidance – in particular the definition of a liability and clarifications in important areas, such as the roles of stewardship, prudence and measurement uncertainty in financial reporting.
The Revised Conceptual Framework are effective for annual periods beginning on or after January 1, 2020, with earlier application permitted. It should be applied retrospectively unless retrospective application would be impracticable or involve undue cost or effort. This has been adopted by the Philippine Financial Reporting Standards Council and approved by the Board of Accountancy and Professional Regulation Commission and published in the Official Gazette.
The Revised Conceptual Framework introduces the following main improvements:
Kindly click the link below for reference:
SEC MC No. 13, Series of 2019 Amended Guidelines and Procedures on the Use of Corporate and Partnership Names
To: All Concerned
The Commission issued this Memorandum Circular to adopt the guidelines and procedures in the registration of corporate, one person corporate and partnership names.
- The corporate name shall contain the word “Corporation”, “Incorporated”, “Corp.” or “Inc.”. If One Person Corporation, it shall contain the word “OPC” either below or at the end of its corporate name.
- A partnership name shall have “Company” or “Co.”. If it is a limited partnership, it shall contain “Limited” or “Ltd.”. A professional partnership name shall have “Company”, “Associates”, or “Partners”, or other similar descriptions.
- The corporate name of a foundation shall use the word “Foundation”.
- The corporate name of non-stock, non-profit corporations engaging in microfinance activities shall use the word “Microfinance” or “Microfinancing” provided that it is stated in the purpose of their Articles of Incorporation.
- A term that describes the business of a corporation in its name should refer to its primary purpose. If there are two such terms, the first should refer to the primary purpose and the second to the secondary purpose.
- The name shall be distinguishable from other corporate or partnership name registered with the Commission, or with the Department of Trade and Industry. If the name is similar to that of a registered corporation or partnership, the applicant shall add one or m ore distinctive words to the proposed name. A name that consist solely of special symbols, punctuation marks or specially designed characters shall not be registered.
- Business/trade name which is different from the corporate/partnership name shall be indicated in the articles of incorporation or partnership.
- A trade name or trademark registered with the Intellectual Property Office may be used as a part of the corporate/partnership name.
- The full name or surname of a person may be used in a corporate/partnership name if he/she is a stockholder, member or partner of the entity and has consented to such use. If the person is already deceased, the consent shall be given by his/her estate. A single stockholder of a One Person Corporation may use his/her name as long as it is accompanied with descriptive words aside from the suffix OPC.
- The meaning of initials used in a name shall be stated in the Articles of Incorporation or Partnership or separate document signed by an incorporator, director or partner.
- The name of an internationally known foreign corporation may be used only if it is a subsidiary and the parent corporation has consented to such use. Any name written in a foreign language shall not be registered if the name violates good morals, public order or public policy.
- The name of a local geographical unit, site or location may be used if it is accompanied by a descriptive word or phrase.
- The following words and phrases can be used in the corporate/partnership name in the manner enumerated below:
Words/Phrases |
Entities |
Finance Company, Financing Company, Finance and Leasing Company, Leasing Company, Investment Company, Investment House, Capital | Financing or investment house, holding company |
Lending Company, Lending Investor | Lending companies |
Pawnshop | Authorized to operate pawnshops |
Bank, Banking, Banker, Savings and Loan Association, Trust Corporation, Trust Company | Banking or trust business |
United Nations, UN | Exclusive to United Nations and its attached agencies |
Bonded | Licensed warehouses |
SPV-AMC | Authorized to act as special purpose vehicle |
International Criminal Police Organization (INTERPOL), International Monetary Fund (IMF), International Labour Organization (ILO) | International governmental organization or duly authorized by the Commission |
National, Bureau, Commission, State | Entities that perform governmental functions |
Association, Organization | Entities engaged in non-profit activities |
Stock Exchange/ Futures Exchange/ Derivatives Exchange, Stock Broker/ Securities Broker/ Derivatives Broker, Commodity/ Financial Futures Merchant/ Broker, Securities Clearing Agency/ Stock Clearing Agency, Plans | Entities organized as an exchange, broker dealer, commodity futures broker, clearing agency, or pre-need company |
Red Cross, red crescent, red crystal | Philippine Red Cross unless with consent |
- The name of a corporation/partnership that has been dissolved or whose registration has been revoked shall not be used by another corporation/partnership within five (5) years from the approval of dissolution or five (5) years from the date of revocation, unless its use has been allowed at the time of the dissolution or revocation by the stockholders, members or partners who represent a majority of the outstanding capital stock or membership of the dissolved corporation or partnership.
Application for re-registration of the expired corporation shall be accompanied by the following documents:
- Board Resolution, executed under oath, attesting that the applicant is a new corporation intending to use the name of the expired corporation, the re-registration is approved by the majority vote of the directors or trustees and the vote of the stockholders representing the majority of the outstanding capital stock or membership, and shall include in the articles of incorporation that the new corporation is using the name of the expired corporation;
- Latest General information Sheet of the expired corporation, stamped “received” by the Commission; and
- Affidavit, executed under oath, attesting that there are no properties owned by the dissolved/revoked corporation due for liquidation, or in case there are properties owned by the expired corporation, no property is transferred to the new corporation or, in case of stock corporations, used for subscription payment without undergoing corporate liquidation process, there is no pending intra-corporate dispute or claim involving the expired corporation, and that the expired corporation has no derogatory information with the Commission at the time of its application for re-registration.
Upon approval of the re-registration, the certificate of registration to be issued shall indicate its new SEC registration number and pre-generated Tax Identification Number (TIN) as confirmation that it is a separate and distinct entity from the expired corporation.
A corporate/partnership name, which was previously used but become the subject of amendment, shall not be re-registered or used by another corporation or partnership for a period of three (3) years from the date of the approval of the adoption of the new corporate/partnership name. An earlier period may be allowed if the former corporation/partnership gives its consent, as evidenced by the following:
For Corporations:
ü Directors/Trustees’ Certificate of approval; and
ü Secretary Certificate of non-existence of intracorporate dispute from the Corporation that use the former corporate name.
For Partnerships:
ü Partnership’s Resolution approved by the majority of the Partners.
For One Person Corporations:
ü Consent of the sole stockholder or in cases of incapacity or death, his/her designated nominee, given in a notarized instrument and countersigned by the Corporate Secretary.
Names of absorbed/constituent corporation may be used if the surviving corporation gives consent provided the following documents:
- Directors’ Certificate permitting the usage of the said absorbed/constituent corporation; and
- Secretary’s Certificate of non-existence of intracorporate dispute of the Corporation.
SEC MC No. 14, Series of 2019 Rules and Regulations Governing Crowdfunding (CF)
To: All Concerned
The Commission issued and promulgate the rules and regulations governing crowdfunding to protect the investors, public interest, market integrity and transparency. These rules shall primarily govern the operation and use of equity-based and lending-based crowdfunding by registered persons who participate in crowdfunding through an online platform.
Crowdfunding is a fundraising activity typically conducted through an online platform and usually for start-ups, micro, small and medium enterprises (MSMEs). |
Qualified investor is a person who is a Qualified Buyer which are the following:
|
Crowdfunding Transactions must be done through crowdfunding intermediary.
Crowdfunding Intermediaries
- Must be registered with the Securities and Exchange Commission.
- This may be a registered broker-dealer, an investment house or a funding portal.
Funding portal is an intermediary in transactions involving the offer or sale of only crowdfunding securities through electronic platform. A funding portal cannot:
- Offer investment advice or recommendations;
- Solicit purchases, sales or offers to buy the securities displayed on its platform;
- Compensate employees, agents, or other persons for such solicitation or based on the sale of securities displayed or referenced on its platform; or
- Hold, manage, possess, or otherwise handle investor funds or securities.
Limit on Amount of Securities that can be Sold within 12-month period
- P10,000,000 when offered and sold to any investor; and
- More than P10,000,000 but not exceeding P50,000,000 when offered and sold to qualified investors
Limit on Total Investments during the 12-month period
- For retail investors with annual income of up to P2,000,000. A maximum value of 5% of their total income per year; and
- For retail investors with annual income of more than P2,000,000. A maximum value of 10% of their total income per year;
Kindly click the link below for reference:
Rules and Regulations Governing Crowdfunding
SEC MC No. 15, Series of 2019 Amendment of SEC MC No. 17, s.2018 on the Revision of the GIS to include Beneficial Ownership Information (“2019 Revision of the GIS”)
To: All SEC Registered Domestic Corporations Required to Submit the General Information Sheet
The Commission issued this Memorandum Circular to all SEC registered stock and non-stock domestic corporations required to submit the GIS under existing laws, rules and regulations. Pursuant to Notice on the Use of the New General Information Sheet (GIS) Form, the following information on the beneficial owner shall be disclosed:
SEC MC No. 15, s.2019 |
SEC MC No. 17, s.2018 |
|
a. Complete name which shall include the surname, given name, middle name and name extension; |
|
b. Specific residential address; |
|
c. Nationality; |
|
d. Tax identification number; and |
|
e. Percentage of ownership, if applicable. |
|
Identification of Beneficial Owner
- The identity of the natural person(s) who ultimately has controlling ownership interest in the corporation
- The identity of the natural persons (if any) exercising control of the corporation through other means.
- The identity of the natural persons composing the Board of Directors/Trustees or any similar body and/or the senior managing official of the reporting corporation.
Updating of Beneficial Ownership Information
An updated GIS shall be submitted within seven (7) working days after such change occurred or became effective.
Penalties on Failure to Disclose
|
1st Violation |
2nd Violation |
3rd Violation |
4th Violation and subsequent violation |
Retained Earnings (RE) / Fund Balance (FB) |
|
|
|
|
< 500,000.00 | P10,000.00 | P20,000.00 | P50,000.00 | P100,000.00 |
> 500,000.00
< 5,000,000.00 |
P20,000.00 | P40,000.00 | P100,000.00 | P200,000.00 |
> 5,000,000.00
< 10,000,000.00 |
P30,000.00 | P60,000.00 | P150,000.00 | P300,000.00 |
> 10,000,000.00 | P40,000.00 | P80,000.00 | P200,000.00 | P400,000.00 |
Liability of Directors/ Trustees and/or Officers of the Corporation | P5,000.00 | P10,000.00 | P20,000.00 | P50,000.00 |
Submission of the GIS in electronic format is hereby suspended until further notice.
SEC MC No. 16, Series of 2019 Guidelines on the Number and Qualifications of Incorporators under the Revised Corporation Code
To: All Concerned
The Commission issued these guidelines for clear and proper implementation of the Revised Corporation Code of the Philippines (RCC).
R.A. No. 11232 |
B.P. Blg. 68 |
Number of Incorporators |
|
|
|
Qualifications of Incorporators |
|
Incorporators who are natural persons must be of legal age, and must sign the Articles of Incorporation/ Bylaws. |
Definition of Incorporators
Incorporators are those stockholders or members mentioned in the Articles of Incorporation as originally forming and composing the corporation, and who are signatories thereof.
Partnerships as Incorporators
The application must be accompanied by a Partners’ Affidavit, duly executed by all partners, to the effect that they have authorized the partnership to invest in the corporation about to be formed and that they have designated one of the partners to become a signatory to the incorporation documents.
Partnerships under “dissolved” or “expired” status with the SEC shall not be authorized to become an incorporator.
Domestic Corporations or Associations as Incorporators
The application must be accompanied by a Directors’/Trustees’ Certificate or Secretary’s Certificate, indicating the approvals of at least two thirds (2/3) of the stockholders/members, as well as the authorized signatory to the incorporation documents.
Domestic corporations under “delinquent”, “suspended”, “revoked” or “expired” status with the SEC shall not be authorized to become an incorporator.
Foreign Corporations as Incorporators
The application must be accompanied by a copy of a document (i.e. Board Resolution, Directors’ Certificate, Secretary’s Certificate, or its equivalent), duly authenticated by a Philippine Consulate, authorizing the foreign corporation to invest in the corporation being formed and specifically naming the designated signatory on behalf of the foreign corporation.
Signatories of the Articles of Incorporation
- Must indicate if he is affixing his signature as incorporator or representative of XYZ Corp.
- Must indicate if he is affixing his signature on behalf of the entity being represented and for whom he is executing the Articles of Incorporation/Bylaws.
- Must indicate the Taxpayer Identification Number (TIN)
Designation of Incorporators as Directors or Trustees
An individual who signs the Articles of Incorporation on behalf of an incorporator, which is not a natural person, may not be named as a director or trustee in the same Articles of Incorporation, unless when the said individual is also the owner of at least one (1) share of stock, or is also a member, of the corporation being formed.
Foreign Nationals in the Articles of Incorporation
The inclusion of foreign nationals shall be subject to the applicable constitutional, statutory, and regulatory restrictions, as well as conditions, with respect to foreign participation in certain investment areas or activities.
Additional Requirements for Certain Corporations
Articles on Incorporations must be accompanied by a favorable recommendation of the appropriate government agency to the effect that it is in accordance with law.
Processing of Applications
The processing shall be done manually by the Company Registration and Monitoring Department and the Extension Offices of the SEC, until further notice.
SEC MC No. 17, Series of 2019 Revised Guidelines on Securities Deposit of Branch Offices of Foreign Corporations
To: All Branch Offices of Foreign Corporations
The Commissionadopts these Guidelines to provide reasonable assurance that branch offices of foreign corporations duly licensed to do business in the Philippines shall be able to settle their obligations incurred within the Philippines, and to ensure their compliance with investment requirements.
Coverage and Schedule of Posting
All brand offices of foreign corporation that are mandated to deposit securities with the Commission in accordance with the following schedule:
SEC MC No. 17, s.2019 |
SEC MC No. 2, s.2012 |
|
|
The Commission shall issue a Certificate of deposit of additional securities.
The following corporations are not required to post securities deposit:
- Foreign banking corporation including offshore banking units;
- Foreign insurance corporation;
- Foreign non-stock corporations including foreign religious corporations;
- Foreign corporations which have established representative offices in the Philippines;
- Regional or Area Headquarters of multinational companies; and
- Operating Regional Headquarters of multinational companies.
Items deductible from the Gross Income Computation of Certain Types of Branch Offices
- Sales Returns, Allowances and Discounts
- Direct Costs and Expenses Incurred with Foreign Entities and Related Parties
The Branch shall submit the Audited Special or Annual Income Statement showing separately the amounts of direct cost and expenses actually incurred with foreign entities and foreign related parties. Its solvency ratio should indicate that it has sufficient assets to cover its obligations.
Types of Acceptable Securities
- Government Debt Instruments
- Equity Instruments
- Shares of stock in “registered enterprises” under the Omnibus Investment Code of 1987
- Shares of stock in domestic corporations registered in the stock exchange;
- Shares of stock in domestic insurance corporations under the supervision and regulation of the Office of the Insurance Commissioner; and
- Shares of stock in banks licensed by the Bangko Sentral ng Pilipinas.
Fines and Penalties for Non-Compliance
- Failure to post the required amount of security deposit within the prescribed period shall subject to a daily penalty of equivalent to 1/100 of 1% of the amount of security deposit which should have been additionally posted until the requirement is fully complied.
- Failure to post securities deposit despite notice and hearing shall suspend/revoke its license.
- Fines (F) and surcharges (S) for late deposit of securities shall be as follows:
|
Initial Securities Deposit |
Additional Securities Deposit |
1st Violation | F – P10,000;
S – P500 per month of delay |
F – P7,000;
S – P500 per month of delay |
2nd Violation | F – P10,000;
S – P1,000 per month of delay |
F – P7,000;
S – P1,000 per month of delay |
3rd Violation | F – P10,000;
S – P1,500 per month of delay |
F – P7,000;
S – P1,500 per month of delay |
A fraction of a month shall be considered as one month for purposed of computation of the surcharge.
SEC MC No. 18, Series of 2019 Prohibition on Unfair Debt Collection Practices of Financing Companies and Lending Companies
To: All Financing and Lending Companies
The Commission issued this Memorandum Circular to protect the borrowers from unfair debt collection practices of Financing Companies and Lending Companies.
Unfair Collection Practices
The following conduct shall constitute unfair collection:
- Use of threat or violence or other criminal means to harm the any person;
- Use of threats to take any action that cannot legally be taken;
- Use of obscenities, insults, or profane language the natural consequence of which is to abuse the borrower and/or which amount to a criminal act or offense under applicable laws;
- Disclosure or publication of the names and other personal information of borrowers who allegedly refuse to pay debts, except as may be allowed;
- Communicating or threatening to communicate to any person loan information, which is known, or which should be known, to be false, including the failure to communicate that the debt is being disputed, except as may be allowed;
- The use of any false representation or deceptive means to collect or attempt to collect any debt or to obtain information concerning a borrower; and
- Making contact at unreasonable/inconvenient times or hours, which shall be defined as contact before 6:00 A.M. or after 10:00 P.M. unless the account is past due for more than fifteen (15) days, or the borrower has given express consent that the said times are the only reasonable or convenient opportunities for contact.
Confidentiality of Information
The Companies shall keep strictly confidential data on the borrower, except under the following:
- There is a written or recorded consent from the borrower;
- Release, submission or exchange of customer information with other financial institutions, credit information bureaus, lenders (potential or actual), their agents and/or representatives;
- Upon orders of a court or any government office/agency authorized by law;
- Disclosure to collection agencies, counsels and other agents to enforce the Companies’ rights against the borrower;
- Disclosure to third party service providers solely for the purpose of assisting or rendering services; and
- Disclosure to third parties (insurance companies) solely for the purpose of insuring the Companies from borrower default or other credit loss, and the borrower from fraud or unauthorized charges.
Outsourcing of Collection
The Companies may outsource the conduct of collection to third parties which shall be regarded as agents.
Handling of Collection Accounts and Customer Service
The Companies shall adopt policies and procedures to require personnel handling the collection accounts to disclose his/her name or true identity to the borrower. They shall also establish Customer Service Department/unit or personnel who shall be responsible for promptly addressing complaints, questions and concerns of borrowers.
The President/Chief Executive and Compliance Officer shall submit, within thirty (30) days from effectivity of the Circular, a sworn certification stating the company’s compliance with the provisions stated.
Penalty |
||
|
Lending Companies |
Financing Companies |
First Offense |
P25,000.0 |
P50,000.00 |
Second Offense |
P50,000.00 |
P100,000.00 |
Third Offense | Subject to the facts, circumstances and gravity of the offense, the Commission, at its discretion, may impose a Fine of no less than twice the fine for the second offense but not more than 1 Million Pesos; or Suspension of lending and financing activities for a period of sixty (60) days; or Revocation of Certificate of Authority to operate as a Financing or Lending Company, as appropriate for each circumstance. |
The computation for the progression of offenses shall lapse every three (3) years from the last order of payment. The number of violations shall be determined on a per loan transaction per complainant basis.
SEC MC No. 19, Series of 2019 Disclosure Requirements on Advertisements of Financing Companies and Lending Companies and Reporting of Online Lending Platforms
To: All Financing and Lending Companies
The Commission issued this Memorandum Circular for the public to be aware of the registration and legitimacy of Financing Companies and Lending Companies. These companies make their services known of having advertisements. Also, these companies have Online Lending Platform that is readily available to customers. This Memorandum Circular provides the disclosure requirements and reporting for Financing Companies and Lending Companies.
Required Disclosures
- Corporate Name, SEC Registration Number and Certificate of Authority to operate a Financing/Lending Company Number (conspicuous portion of their Advertisements and Online Lending Platforms); and
- An advisory for their prospective borrowers to study the terms and conditions in the Disclosure Statement before proceeding with the loan transaction.
Registration of Business Name
- Companies shall register all their Online Lending Platforms as business names[1]
Report to the Commission
- Companies shall submit an Affidavit of Compliance (SEC Form 1 – Existing Online Lending Platforms) containing a report of all their existing Online Lending Platforms, within ten (10) days from the effectivity of this Circular. This shall include the following, but not limited to:
- Name of Online Lending Platform/s;
- Proof of compliance with the Registration of Business Name;
- Images of the Online Lending Platform/s as they appear to the public; and
- Illustrations of the Online Lending Platforms showing how the required Disclosure and Advisory are displayed.
Online Lending Platforms that are to be developed, operated, utilized or amended shall be reported to the Commission through an Affidavit of Compliance (SEC Form 2 – Prospective Online Lending Platforms), not later than ten (10) days before the commencement of the operations.
Penalties
- Noncompliance with the Required Disclosures and with the Registration of Business Name
Company |
Basic Penalty |
Daily Penalty |
Financing Companies |
P100,000.00 |
P500.00 |
Lending Companies |
P50,000.00 |
P300.00 |
- Non-compliance with the Report to the Commission
Violations:
- Failure to submit the Affidavit of Compliance (SEC Form 1) containing a report of all existing Online Lending Platforms; or
- Submission of the Affidavit of Compliance (SEC Form 1) with incomplete information/list of all existing Online Lending Platforms; or
- Failure to submit the Affidavit of Compliance (SEC Form 2) containing a report of all prospective Online Lending Platforms that are to be developed/utilized; or
- Commencement of operations of the Online Lending Platform/s without submission of the required Affidavit of Compliance (SEC Form 2)
Company |
Basic Penalty |
Daily Penalty |
||
Financing Companies |
P50,000.00 |
P400.00 |
||
Lending Companies |
P25,000.00 |
P200.00 |
||
- Continuous non-compliance/submission of false or fraudulent Affidavit of Compliance
Company |
Penalty |
Financing Companies | Subject to the facts, circumstances and gravity of the offense, the Commission, at its discretion, may impose a Fine of not less than twice the basic penalty but not more than One Million Pesos (P1,000,000); or Suspension of lending and financing activities for a period of sixty (60) days; or Revocation of Certificate of Authority to operate as a Financing or Lending Company, as appropriate for each circumstance. |
Lending Companies |
-XXX-
QAU Memo is the official publication of R.S. Bernaldo & Associates to keep the Firm’s professional staff informed of the issues affecting the practice. The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavour to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. The Firm cannot be held liable for any losses suffered as a result of reliance upon information contained in this memo. This is a property of R.S. Bernaldo & Associates. Reproduction of any material included in the memo should be subject to the approval of the Editorial Board. R.S. Bernaldo & Associates is a member firm of the PKF International Limited family of legally independent firms and does not accept any responsibility or liability for the actions or inactions of any individual member or correspondent firm or firms. Comments and suggestions are welcome. |
Editorial Board
Partner | Quality and Compliance/ Training Partner rose [dot] bernaldo [at] rsbernaldo [dot] com
Quality Assurance Senior Manager/ Quality Assurance Leader anthony [dot] pano [at] rsbernaldo [dot] com
Senior Quality Assurance Auditor/ Assistant Quality Assurance Leader rose [dot] lorilla [at] rsbernaldo [dot] com
Quality Assurance Associate/ Engagement Quality Control Review Leader qau [at] rsbernaldo [dot] com
Quality Assurance Associate/ Consultation Leader qau [at] rsbernaldo [dot] com
Quality Assurance Associate/ Learning and Training Leader qau [at] rsbernaldo [dot] com
|
[1] In accordance with SEC Memorandum Circular No. 13, s.2019 Amended Guidelines and Procedures on the Use of Corporate and Partnership Names
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