? ya's 6 REPUBLIC OF THE PHILIPPINES ql?’ SECURITIES AND EXCHANGE COMMISSION SEC Building, Ecsa-Greenhils / City of Mandaluyong, Metro Manila SEC OFFICE ORDER NO. _298 Series of 2010 TO : ALL CONCERNED SUBJECT : INTERNAL GUIDELINES ON THE MONITORING OF CORPORATIONS AND VERIFICATION OF ANNUAL REPORTS The submission of General Information Sheet, Financial Statements, filing of By-laws, anc registration of Stock and Transfer Book/Membership Book shall be in accordance with existing and pertinen Circulars and Memorandum Orders issued by the Commission and shall be evaluated as follows: A. GENERAL INFORMATION SHEET ITEMS ‘STANDARDS | FINDINGS: TO BE CHECKED ‘ACTION date of filingireceipt | must be 30 days from | filed beyond 30 days: Penalty, use scale of fines in date of actual meeting GUIDELINES. year covered must be the current | not the current year TO penalty, BUT have GIS amended year | ‘corporate name verify against Cl, OR | notthe same ‘compare with FS and previous GIS to the most recent establish intention of the corporation certificate of filing of ‘AA\ re: corporate name | no intention of amending | no penalty, BUT have GIS amended corporate name With intention of amending | penalty of PSK for stock, 2.5K for corporate name non-stock, AND require corporation to file application for amendment of Rot the same BUT with | verify if with abandonment letter Al application (secure proof of receipt) with abandonment letter | penalty of PSK for stock, P2.5K for hon-stock AND require corporation to file AAI application (ifrequested, may | use the documents filed previously) | | | corporate name. | | ‘without abandonment | no penalty, AND act on AAI application letter ‘C-Certificate of Incorporation, ATAruces of Incorporation, AATAmended Arices of Incorporation, BL-By-laws, ABI lnformation Sheet, FS-Financal Statements, ACS-Authorized Capital Stack, $CS-Subscrbed Capital Stock, and 1CS/DCS-Increase/ Decrease of Authored Capital Stock, FY-Fiscal Year, BS-Balance Sheet 1S-Income Statement RE-Retained Earnings, SMR Statement of Management Responsibility, ANO-Affidavit of Non-operation, FIA-Foreign Investments Act, GUIDELINES-Culdelines on the Imposition of Fines or Penalties for Nor-compliance with Reportoral Requirements CERTIFIED XEROXED COPY copftva —l_ past of 2 pages TPEGR OF Tie COMMISSION SECRETAPYITEMS ‘STANDARDS FINDINGS ‘ACTION TO BE CHECKED date registered Verify against certificate | notthe same no penalty, BUT have GIS amended of incorporation | verify against Al, OR most recent AAI term has expired advise corporation (and CPRD) of the | re: term of existence expiration ‘SEC registration | verify against certificate | not the same ino penalty, BUT have GIS amended number of incorporation Tscal year end verify against BL and [not the same as BL, AND | no panally, BUT have GIS amended against FS not the same as FS, BUT the BL and FS are the same not the same as BL, BUT | penalty of Pk for stock, P2.5K for non- the seme as FS, AND | stock AND require corporation to file without ABL application | application for ABL not the same as BL, BUT | verify if with abandonment letter with ABL application ‘with abandonment letter, | penalty of P5K for stock, P2.5K for non-stock AND require corporation to file ABL application (if requested, may use documents filed previously) | Vom seceteeny art cen coerce | ‘without abandonment. | no penalty, AND act on ABL. letter application same as BL, BUT notthe | check previous FS ‘same as FS *FY in previous FS same | penalty of PSK for stock, 2.5K for as FS hon-stock AND require corporation to | | file ABL application “EXCEPT educational no penalty, BUT require corporation to institutions where FY in | file ABL application last 3 consecutive FS are consistent | ‘*FY in previous FS the | penalty for non-compliance of FS ‘same as BL FY in previous FS Penalty for non-compliance of FS for all inconsistent years not the same as BL not the same as BL, AND | penalty of PSK for stock, P2.5K for | not the same as FS, AND | non-stock AND require corporation to the BL and FS are not the | fle ABL application | same. Gate of annual Verify against BL not the same Penalty of PSK for stock, PZSKTor | meeting per BL non-stock AND require corporation to | file ABL application J ee Cl-Certifcate of Incorporation, AL-Aricles of Incorporation, AAl-Amended Articles of Incorporation, BL-Bylaws, ABL-Amended Bylaws, GlS-General Information Sheet, FS-Financal Statements, ACS-Authorized Capital Stock, SS-Subscribed Capital Stock, and 1CS/DCS-Increase/Decrease of Authored Capital Stock, FY-Fiscl Year, B-Balance Sheet 1S-Income Statement, RE-Retained Earnings, SMR Statement of Management Responsibility, ANO-AMfidavt of Non-operation, FLA-Foreign Investments Act, GUIDELINES-Guidelines on the Imposition of Fines or Penalties for Non-compliance with Reportoral coe CERTIFIED XEROXED COPY ss —*_PhGE OF PAGES = WEE OF THE COMMISSION SECPETaDY [7ITEMS. ‘STANDARDS FINDINGS ‘ACTION TO BE CHECKED ot the same BUT with | verify if with abandonment letter ABL application (secure proof of receiot) ‘with abandonment letter | penalty of P10K for stock, PSK for nnon-stock AND require corporation to file ABL application (jf requested, may use documents filed previous'y) | ewithout abandonment . | no penalty, AND act on ABL letter ‘application no date of annual meeting | per Sec. 50, Corp. Code: on any date inBL in Apel any date in April no penalty | eother than April, BUT no penalty, BUT require corporation to | consistent within last 3 | file ABL application |. consecutive years | ‘sother than Apri, AND__| penalty of PSk for stock, P2.5K for non- not consistent within last | stock AND require corporation to fle 3 consecutive years ‘ABL application date of actual Be sure tisfiledup | not filed up have the GIS amended, THEN check meeting date of actual meeting stated in amended GIS as against date of fling of original GIS if within prescribed period: no penalty + if not within prescribed period Penalty for late filing of GIS | verify against BL not the same penalty of P10K for stock, PSK for non- what is stated is “no meeting held" check if GIS filed within 30, days from actual date of meeting ‘ewithin 30 days ‘beyond 30 days stock (except when justified in writing) Penalty of PSK for stock, P2.5K for | non-stock AND advise corporation that it may stil hold annual meeting within the year, and file GIS within 30 days from actual date of meeting no penalty Penalty for late fling of GIS | check if GIS filed within 30 days after the calendar year Cl-Certificate of Incorporation, Al-Articles of Incorporation, AAV-Amended Articles of Incorporation, BL-By-laws, ABL-Amended Sy-laws, GIS-General Information Sheet, F5-Financal Statements, ACS-Authorized Capital Stock, $CS-Subscribed Capital Stock, and ICS/DCS-Increase/ Decrease of Authorized 9§-Balance Sheet, IS-Income Statement, RE-Retained Earnings, SMR-Statement of Management Responsibility, ANO-AfRdavie of Non-operation, FIA-Foreign Investments Act, GUIDELINES-Guidelines on the Imposition of Fines or Penalties for Non-compliance with Reportoral CERTIFICD XEROXED COPY copjtve —2 page OF PAGES “ OTE CE OF TE CHANISSIBN SECPETAO Cepltal Stock, FY-Fscal Yea RequirementsITEMS ‘STANDARDS FINDINGS ‘ACTION TO BE CHECKED complete principal | verify against Al, OR | not the same as Alor AAI, | penalty of PSK Tor Sack PLSK Tor office address most recent AAI, and | and SMR Nnon-stock AND require corporation to SMR(as long as within file AAI application the address stated in the Alor most recent | not the same as Al or AA, | no penalty, BUT have GIS amended AAl) BUT Al or AAI and SMR | are the same ‘fwith AAI application | check date of signing of GIS against date of board resolution | * GIS date earlier than | penalty of PSK for stock, P2.5K for board resolution date | non-stock GIS date same a8 or —_| no penalty later than board resolution date primary purpose | verify against Al, OR | nol the same Denally of PIOK Yor stock, PSK Tor most recent AAI Ron-stock AND require corporation to file AAI application if with AL application | check date of signing of GIS against date of board resolution | *GlS date eartierthan | penalty of PSK for stock, 2.8K for | board resolution date | non-stock *GIS date sameasor | no penalty later than board resolution date Corporate Capital Structure for Stock Corporations: | authorized capital | verify against Al, OR | not the same AND penalty of P1OK, AND require stock (type of most recent Al | resuttng to IesiDCs Corporation to fle application for shares, number of without SEC approval | ICS/DCS and AAI shares, and par | value) 7 | (SIMULTANEOUSLY | check FS) | subscribed capital | verify fnotiess than | less than 25% of ACS __| penalty of PIOK, AND require stock (type of 25% and not more than corporation to submit proof of shares, number of | 100% of ACS subscription shares, par value, percentage of more than 100% of ACS__| (unauthorized issuance) penalty of foreign ownership, P10K, AND require corporation to fle and “Percentage of ICSIAAI application | Foreign Equity") (SIMULTANEOUSLY | verity if FIA registration | FIA registration required | check Stockholders’ | required (check Information page, | purposes in Al or most. | eno FIA certificate penalty of % of 1% of otal paid-in AND FS) recent AAI against Capital but not more than PSM l-Certifiate of Incorgoration, AFArticles of Incorpo Information Sheet, FS-Financai Statements, ACS Capital Stock FY-Fiscal Year, BS-alance Sheet 151 Nonoperation, FIA For Requirements ign Investments Act) GUIDE! Authorized Capital Stock, SCS-Subscribed Capital Stack, and 15/1 ‘Income Statement, RE-Retained Earning ration, AAL-Amended Articles of Incorporation, BL-By-lews, “ABL-Amended By-laws, GIS-General /DCS-incraase/Decrease of Authored .SMRSeatement of Management Responsibility, ANO-Afidavit of LINES-Culdelines on the Imposition of Fines or Penalties for Non-compliance with Reportral cop/va CERTIFIED KEROXED COPY —L pase oF PAGES OREICE OF THE CBMAISSION SECPETAPY,ITEMS ‘STANDARDS FINDINGS ACTK TO BE CHECKED a foreign equity; validate | swith FIA cerificate, BUT | penalty, use MCB, SOS against Negative List; | with further increase in validate against FIA foreign equity without certificate) | SEC approval paid up capital stock | verify ifnotless than | less than 25% of SCS, _| penalty of PIOK, AND require (SIMULTANEOUSLY | 25% and not more than | AND same as FS corporation to fle amended GIS heck Stockholders’ | 100% of SCS, AND supported by proof of payment Information page, —_| against FS AND FS) check if compliant with | less than 25% of SCS, _| no penalty, BUT have GIS amended minimum paid-up | BUT FS is correct capital requirement | more than 100% of SCS _| no penalty, BUT have GIS amended to reflect expianation on excess if not Penalty of P10K, AND require Corporation to submit NEW GIS supported by proof of payment Girectorsiirustees_| check compliance with | not compliant penalty of PSK for stock, P2.5K Tor the residency non-stock, AND require corporation to | requirement file NEW GIS with the names of newly | elected qualified directorsitrustees verify number against | more than what is stated | penalty of PSK for stock, P2.5K for Al, OR most recent ‘in AVAAL non-stock, AND require corporation to ‘AAI (see “BOARD” file AAI application ‘column) less than what is stated in | determine if there is quorum AWAAL if there is quorum ‘no penalty, BUT require corporation to file amended GIS indicating vacancy If there is no quorum: no penalty, BUT require corporation to | | file NEW GIS with the names of newiy elected directors/trustees ifwith AAI application | check date of signing of GIS against date of board resolution GIS date earierthan | penalty of PSK for stock, P2.5K for board resolution date non-stock GIS date same as or —_| no penalty later than board | resolution date special case: innon- | if not penalty of PSK for stock, P2.5K for non stock educational stock, AND require corporation to institutions, must be 5, submit NEW GIS reflecting compliance 10 or 15 only | | SIMULTANEOUSLY, ifnota penalty of PSK for stock, P2.5K for non verify if ‘stockholder/member ‘stock, AND require corporation to | Stockholderimember submit NEW GIS supported by proof of (C-Certifeate of Incorporation, AbArticles of Incorporation, AAFAmended Articles of fncorporation, BL-By-laws, ABL-Amended By-laws, GIS-Genert lnformation Sheet, FS-Financal Statements, ACS-Authorized Capital Stock, SS-Subscribed Capital Stock, and 1CS/DCS-Increase/Decrease of Acthortaed Capital Stock, FY-Fiscal Year, BS-Balance Sheet, S-Income Statement, RE-Retained Earnings, SMR¢-Statement of Management Resporeivlty, ANO Affidavit of Non-operation, FIA-Foreign Investments Act, GUIDELINES-Guidelines on the Imposition of Fines or Penalties for Non-compliance with Reportoral Requirements CERTIFICD XEROXED COPY PAGE OF PAGES OEEICE OF THE CRMMISSION SECPETAPY, cbpy/tvaall directors/trustees must be Fil ITEMS: ‘STANDARDS FINDINGS ‘ACTION TO BE CHECKED (see “STOCKHOLDER” ‘tock ownership or membership or “MEMBER” column) SIMULTANEOUSLY, — | if not compliant No penalty, BUT require corporation to | check compliance with file NEW GIS supported by proof of Anti-Oummy Law ‘compliance special case: in educational institutions, | ifnot penalty of PSK for'stock, P2.5K for non stock, AND require corporation to file NEW GIS with the names of newly elected qualified directors/trustees Officers check if BL orlatest | requirement not mio penalty, BUT require corporation to ABL requires that they | complied with ‘submit NEW GIS reflecting compliance must be elected from ‘among the members of the board; see "BOARD" column SIMULTANEOUSLY, check compliance with Anti-Dummy Law ‘no incompatible | with incompatible penalty of PSK for stock, P2.5K for non positions positions Stock, AND require corporation to file NEW GIs with the names of newly elected qualified officers President See "BOARD" column | if nota directoritrustee _| penalty of PSK for stock, P2.5K for on-stock, AND require corporation to file NEW GIS supported by proof of election comporate secretary | check "NATIONALITY" | if not a Filipino and/or not | penalty of PSK for stock, P2.5K for and “CURRENT a resident of Philippi on-stock, AND require corporation to RESIDENTIAL file NEW GIS supported by proof of ADDRESS" election/appointment | B,_FINANCIAL STATEMENTS f ITEMS ‘STANDARDS FINDINGS ‘ACTION ] |_To BE CHECKED | | date of flingireceipt | see schedule filed beyond schedule | penally, use scale of fines In | | date GUIDELINES | [check ifthe setis | mustbe complete not complete Penalty, use MCB, S09, AND require | complete ‘corporation to complete the set ¥ Auditor's Report ¥ Statement of Management Responsibility | | Sere | Flows: Changes in Equity Certificate of Incorporation Al-Ariles of Incorporation, AAFAmended Articles of Incorporation, DL-By laws, ABL-Amended Bymwe cls cere] {formation Sheet, FS-Financal Sttements, ACS-Authorized Capital Stack, $CS-Subseribed Capital Stock, and 1C5/DCS-Inerease/Decoae Hf Aether Capital tock FY-Fiscal Year, BS-Balance Sheet 1S-Income Statement, RE-Retained Earnings, SMR Statement of Management Respovatblig, ANO-Aftidevi of Non-operation, FlA‘Forsign Investments Act, GUIDELINES-Guidclines on the Imposition of Fines or Penales for Non-compliance with Reporovial GENTIFICD XEROXED copy i PAGE OF OREICE OF THE COMMISSION SECPETany cbp/tvaITEMS ‘STANDARDS FINDINGS ‘ACTION TO BE CHECKED Written Statement on the Number of Shareholders ‘owning 100 shares or more | “Affidavit of Non- must be filed wih FS | nailed penalty of P400 for stock, P200 for operation totally no operation non-stock neither administrative Ror commercial [Auditors Repart check FEOA number is. | irnot indicated Ro penalty, BUT require corporation to indicated | indicate BOA number ‘SIMULTANEOUSLY validate against BOA | with BOA number BUT | penalty, use MC16, Soo list of accredited ot accredited auditors signatories to check i signed by if signatories not complete | penalty, use MCB, SOS Statement of president, chairman Management and treasurer if signed by other than _| check if authorized through board Responsibility | specified signatories resolution with board resolution no penalty, BUT require corporation to attach board resolution to SMR eno board resolution penalty, use MC8, Soo Supplemental written | veriy against GIS (eee | does nat taly statementon the | "NUMBER" column of number of ‘Stockholders’ shareholders owning | Information page) 100 shares or more have corporation explain discrepancy (under oath) Balance Sheat validate against validate against validate against “Corporate Capital for stock “Corporate Capital “Corporate Capital Structure for Stock Corporations” in corporations ‘Structure for Stock Structure for Stock GIS Table Corporations" in GIS | Corporations” in GIS. | Table Table Tneome Statement __| validate RE in 1S REin Snot the same as | penally, use MCB, S08, have for stock corporation | against RE in BS and | RE in BS corporation file corrected FS paid-in capital stock | RE in IS in excess of penalty, 1/10 of 1% of excess amount 100% of paid-in capital | but not less than P200 nor more than | stock, notfalling under | P10K | exceptions C. STOCK AND TRANSFER/MEMBERSHIP BOOK | ITEMS ‘STANDARDS =| —SFINDINGS “ACTION |_To BE CHECKED | ate of registration — | within 30 days from | fled beyond 30 days ‘penalty of P1,000 for stock, P500 for l date of issuance of Cl non-stock Cl-Certifiate of Incorporation, AFArticles of Incorporation, AAI-Amended Articles of Incorporation, BL-By laws, ABLAmendel Bylaws Gls Geren Information Sheet, FS-Financal Statements, ACS-Authorized Capital Stock, $CS-Subecribed Capital Stock, and {CS/DCS-inerease Decrease of hatrorincd pital Stock FY-Fiscal Year, BS-Balance Sheet IS-Income Statement, RE-Retalned Earnings, SMR Statement of Matiagement Resporsibligy ANO-Afaavt of Nonoperation, FlA-Foreign tnvestments Act, GUIDELINES-Guidelines on the Impostion of Fines or Penalties for Non-compliance with Reportoral obi firren NéneyeD copy a AG — SHIGE OF THE UNNI SecpETany,, cbp/tvaD. BY-LAWS TEMS STANDARDS FINDINGS ‘ACTION |_1o BE CHECKED date offing within t month afer | fled beyond 7 month penalty of PY, 000 for stock, P00 for receipt of the CL Tnon-stock | no by-laws + ANO- (ground for revocation if there are other | violation of reportorial requirements) For the computation and payment of penalty, the following shall be considered: 1. “Days” mentioned above shall refer to business days and not calendar days, 2. Reports filed one (1) day after the deadline for filing or the scheduled date may not b considered late and corresponding penalty for late filing be waived; Provided that this is t! first offense of the corporation. 3. Request for payment of fines by installment shall be allowed only on justifiable grounds, suc as net loss per FS, incapacity to pay, amount of fines, etc., and shall be paid as follows, 25° gown payment for the first month , and the balance may be paid up to five (5) equal month installments. SO ORDERED. 11 November 2010. Mandaluyong City, Philippines. Sefton Chairperson of Incorporation, ALArticles of Incorporation, AAL-Amended Articles of Incorporation, BLBylaws, ABLAmented By awn Gls cena Information Sheet, FS-Financal Statements, ACS-Authorized Capital Stock, $CS-Subscribed Capital Stock, and 1CS/DCS-inerease Decrease of Authored Capital tock FY-Fiscal Year, BS-Blance Sheet 1S-Income Statement, RE-Retained Earnings, SMR Statement of Management Respoustilty, ANO-Affidavic ot Non-operation, FLA-Foreign Investments Act, GUIDELINES-Guidelines on the Imposition of Fines or Penalties for Non-compliance with Reportori! Saee GERTIFICD XEROXED COPy ——&_ PAGE OF _£ pages one OFEICE OF TW CUAAISSIDN SeCRETuPy/y