amend arts. & by laws

8/10/2019 Amend Arts. & by Laws

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A. FOR CORPORATIONS

I. AMENDED ARTICLES OF INCORPORATION (for stock and non-stock domesticcorporations )

BASIC REQUIREMENTS [hide]

1. Amended Articles of Incorporation; and2. 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 Articles of Incorporation andindicating the amended provisions, (ii) the vote of the directors ortrustees and stockholders or members, (iii) the date and place ofthe stockholders' or members' meeting; and (iv) the taxidentification number of the signatories which shall be placed

below their names.3. Monitoring Clearance issued by the Compliance Monitoring

Division (CMD).

NOTE:

o For financing and lending companies, issuers of proprietaryor non-propriety membership (i.e. golf clubs) andfoundations, monitoring clearance shall be issued by theInvestor Protection and Surveillance Department (IPSD).

o For listed and public companies, monitoring clearance isissued by the Corporation Finance Department (CFD).

o For capital market participants such as brokers, dealers andinvestment houses, monitoring is with the MarketRegulation Department (MRD).

4. Secretary's Certificate - notarized document signed by thecorporate secretary certifying that no action or proceeding has beenfiled or is pending before any Court or tribunal involving an intra-corporate dispute or claim by any person or group against thedirectors, officers or stockholders of the Corporation.

ADDITIONAL REQUIREMENTS [hide]

1. Endorsement/clearance from other government agencies, ifapplicable

if the provision to be amended is the corporate name, submit thefollowing

a. Name Verification Slip b. Affidavit of a director, trustees or officer undertaking to

change corporate name, as provided in its Articles ofIncorporation or as amended thereafter, immediately upon
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receipt of notice or directive from the Securities andExchange Commission that another corporation,

partnership, or person has acquired a prior right to the useof that name or that name has been declared misleading,deceptive, confusingly similar to a registered name, or

contrary to public morals, good customs or public policy.(not required if the Articles of Incorporation has provisionson this commitment)..

II. AMENDED BY-LAWS (for stock and non-stock domestic corporations) [hide]

1. Amended By-laws; and2. Directors or Trustees Certificate a notarized document

signed by a majority of the directors or trustees and the corporatesecretary, certifying to (i) the amendment of the By-laws,indicating the amended provisions, (ii) the vote of the directors or

trustees and stockholders or members, (iii) the date and place ofthe stockholders or members meeting, and (iv) the taxidentification number of the signatories which shall be placed

below their names.3. Monitoring Clearance issued by the Compliance Monitoring

Division (CMD).

NOTE:

o For financing and lending companies, issuers of proprietaryor non-propriety membership (i.e. golf clubs) and

foundations, monitoring clearance shall be issued by theInvestor Protection and Surveillance Department (IPSD).o For listed and public companies, monitoring clearance is

issued by the Corporation Finance Department (CFD).o For capital market participants such as brokers, dealers and

investment houses, monitoring is with the MarketRegulation Department (MRD).

4. Secretary's Certificate - notarized document signed by thecorporate secretary certifying that no action or proceeding has beenfiled or is pending before any Court or tribunal involving an intra-corporate dispute or claim by any person or group against the

directors, officers or stockholders of the Corporation.III. INCREASE OF AUTHORIZED CAPITAL STOCK

BASIC REQUIREMENTS [hide]

1. Certificate of Increase of Capital Stock;
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2. Treasurer s Affidavit certifying the increase of capitalstock, 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 theexisting authorized capital stock, as certified by thecorporate secretary;

4. Amended Articles of Incorporation;5. Notarized directors certificate certifying (a) the

amendment of the Articles of Incorporation increasing theauthorized capital stock, (b) the votes of the directors andthe stockholders, and (c) the date and place of thestockholders meeting, which shall be signed by amajority of the directors and the corporate secretary; and

6. Endorsement/clearance from other government agencies or

other SEC Departments, if applicable; and7. Secretary's Certificate - notarized document signed by thecorporate secretary certifying that no action or proceedinghas been filed or is pending before any Court or tribunalinvolving an intra-corporate dispute or claim by any personor group against the directors, officers or stockholders ofthe Corporation.

ADDITIONAL REQUIREMENTS

a. Cash [hide]

I. For listed companies, public companies defined in theSecurities Regulation Code, Companies that offer or sellsecurities to the public; and where the payment to thesubscription to the increase is more than ten (10) million

pesos.1. Audited financial statements as of the preceding

fiscal year, stamped received by the SEC and theBIR.

2. A report by an independent CPA on the verificationof the cash payment on subscription to the increasein accordance with the Guidelines on On-siteVerification provided for in SEC MemorandumCircular No. 6, series of 2008 (need not besubmitted if payment on subscription is alreadyreflected in the audited financial statements, and theadditional capital infusion is reflected in the cashflow statement);
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3. Copy of the official receipt, deposit slip, or bankstatement or passbook, and for foreign Equity,Certificate of Inward Remittance;

4. Trial Balance as of end of the month immediately preceding the submission of the requirement, which

shall include the additional capital infusion, ascertified by the company accountant; and5. In case of Rural Banks:6. Secretary's Certificate - notarized document signed

by the corporate secretary certifying that all thenon-subscribing stockholders waived theirrespective pre-emptive rights.

a. Notarized bank certification to be signed bymajority of the bank's board of directors inaccordance with the form required by BSP.

b. List of stockholders of record with their

respective subscribed and paid-up beforeand after the increase and list of subscribersto the increase with their respectivesubscription and payment as presented toand approved by the BSP.

II. For cases not covered by i above:

1. Subscription Contract; and2. Secretary's Certificate - notarized document signed

by the corporate secretary certifying that all thenon-subscribing stockholders waived theirrespective pre-emptive rights.

b. Conversion of advances/liabilities to equity [hide]

1. Audited financial statements as of the preceding fiscal year,stamped received by the SEC and the BIR.

2. A report by an independent CPA on the verification of theadvances to be converted to equity in accordance with theGuidelines on On-site Verification as provided for in SECMemorandum Circular No. 6, series of 2008;

3. Trial balance as of the end of the month immediately preceding the submission of the requirements, which shallinclude the subject advances or liabilities, as certified bythe company accountant; and:

4. Deed of Assignment signed by the creditor or subscriberassigning the advances as payment for his subscription.
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Note: If the advances are reflected in the audited financial statements (item 1 above), submit acertification from the auditor identifying the creditors and the amount owed to each, in lieu ofitem 2.

c. Stock dividends [hide]

1. List of stockholders entitled to the stock dividend with theirrespective outstanding shares and the allocation of the stockdividends, as certified by the corporate secretary; and

2. Certification by the corporate secretary on the treatment ofthe resulting fractional shares, if any.

3. Reconciliation of retained earnings available for dividenddeclaration, certified by an independent auditor as providedfor in SEC Memorandum Circular No. 11, series of 2008.

4. Audited financial statements as of the preceding fiscal year,stamped receive by the SEC and the BIR.

5.

Audited financial statements used as the basis for suchdividend declaration (if the basis is other than item no. 4).6. Projected financial statements for the remaining period (if

the basis is item no. 3).7. Undertaking under oath by the President or Treasurer to

replace any deficiency by other form of payment allowable by SEC, in the event the Retained earnings as of the end ofthe fiscal year is not sufficient to cover the stock dividendunder consideration.

D. For other forms of property as payment, submit the additional requirements enumerated forregistration of stock corporation
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