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TITLE XVII: MISCELLANEOUS PROVISIONS - Coggle Diagram

- - - - Section 176. Stock Ownership in Corporations. -
        
        Section 177. Reportorial Requirements of Corporations. -
        
        Section 178. Visitorial Power and Confidential Nature of Examination Results.
        
        Section 179. Powers, Functions, and Jurisdiction of the Commission. - The Commission shall have the power and authority to:
        
        Section 180. Development and Implementation of Electronic Filing and Monitoring System.
        
        Section 181. Arbitration for Corporations. - Corporations may include an artbiration agreement in their AOI or Bylaws.
        
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        Duties of the SEC -
        
        Develop and implement an electronic filing and monitoring system
        
        promulgate rules to facilitate and expedite, among others:
        
        corporate name reservation and registration
        
        Incorporation
        
        submission of reports
        
        Notices
        
        Documents required under this Code,
        
        sharing of pertinent information with other government agencies
        
        Enumeraiton of Powers -
        
        Issuance Powers -
        
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        Enforcement Powers -
        
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        Supervision/Jurisdicitonal Powers -
        
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        Other Powers -
        
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        Considerations for Imposition of Penalties - In imposing penalties and additional monitoring and supervision requirements, the Commission shall take into consideration the size, nature of the business, and capacity of the corporation.
        
        Limited Jurisdiction of Regular Courts - No court below the Court of Appeals shall have jurisdiction to issue a restraining order, preliminary injunction, or preliminary mandatory injunction in any case, dispute, or controversy that directly or indirectly interferes with the exercise of the powers, duties and responsibilities of the Commission that falls exclusively within its jurisdiction.
        
        Mode of Appeal from SEC Resolutions - appealable to the CA by way of a petition for review under Rule 43 of the 1997 Rules of Court
        
        Extent of Visitorial Power - Visitorial power includes
        
        examination and inspection of records
        
        regulation and supervision of activities
        
        enforcement of compliance, and
        
        imposition of sanctions in accordance with the RCC
        
        Penalty -
        
        SEC may revoke its certificate of incorporation
        
        Without prejudice to the imposition of other penalties & sanctions under the RCC
        
        Confidential Information
        
        GR - Following are strictly confidential:
        
        (1) All interrogatories propounded by the SEC and the answers thereto
        
        (2) Results of any examination made by the SEC or by any other official authorized by law to make an examination of the operations, books, & records of any corporation
        
        XCPN - when the following circumstances are present:
        
        (1) when the law requires the same to be made public
        
        (2) when necessary for the SEC to take action to protect the public or to issue orders in the exercise of its powers under the RCC, or
        
        (3) where such interrogatories, answers or results are necessary to be presented as evidence before any court
        
        Scope of Power - SEC shall exercise visitorial powers over all corporations”
        
        Required Documents - Every corporation doing business in the PH must submit the following:
        
        Audited Financial Statement - MUST be audited by an independent certified public accountant
        
        Certification - IF the total assets or total liabilities of the corporation are less than P6k, SHALL be certified under oath by corporation’s treasurer or chief financial officer
        
        General Information Sheet -
        
        Additional Requirements for Corporations vested with Public Interest - In addition to Financial Statements and GI Sheet, must submit the following:
        
        COMPENSATION REPORT - A director or trustee compensation report; and
        
        PERFORMANCE REPORT - A director or trustee appraisal or performance report and
        
        STANDARDS - The standards or criteria used to assess each director or trustee
        
        When Submitted -
        
        GR - Must be submitted annually.
        
        XCPN - Within a period as may be prescribed by the SEC.
        
        Effect of Failure to Submit -
        
        Delinquency Status - In case of failure to submit either:
        
        3 times, consecutively or
        
        intermittently, w/in a period of 5 years
        
        Administrative Sanctions - other administrative sanctions under RCC 156
        
        Requisites for Delinquency -
        
        (a) SEC shall give reasonable notice to and
        
        (b) coordinate with the appropriate regulatory agency
        
        Redaction of Confidential Information - Any person required to file a report with the SEC may redact confidential information from such required report. Provided that they submit such information in:
        
        filed in a SUPPLEMENTAL REPORT prominently labeled “confidential”
        
        together with a REQUEST for confidential treatment of the report and the specific grounds for the grant thereof
        
        Duties of the NEDA -
        
        Shall, from time to time, determine if the corporate vehicle has been used by any corporation, business, or industry to frustrate the provisions of this Code or applicable laws, and
        
        Shall submit to Congress, whenever deemed necessary, a report of its findings, including recommendations for their prevention or correction.
        
        Formulate proposals for limitations on stock ownership
        
        Duties of Congress - May set maximum limits for stock ownership of individuals or groups of individuals related to each other by consanguinity, affinity, or by close business interests,
        
        in corporations declared to be vested with public interest pursuant to the provisions of this section,
        
        or whenever necessary to prevent anti-competitive practices as provided in Republic Act No. 10667, otherwise known as the "Philippine Competition Act,"
        
        or to implement national economic policies designed to promote general welfare and economic development, as declared in laws, rules and regulations.
        
        PCA in the Pandemic - During pandemic, PCA lifted some restrictions under the PCA. Such as thresholds for acquisitions.
        
        Sir doesn't like setting arbitrary peso amount after which PCC approval becomes mandatory.
        
        Under the law, PCC has extended period to evaluate the transaction.
        
        Determination of Vested with Interest - NEDA shall consider the type and nature of the industry, size of the enterprise, economies of scale, geographic location, extent of Filipino ownership, labor intensity of the activity, export potential, as well as other factors which are germane to the realization and promotion of business and industry.
      - Authority of the SEC -
        
        Grants SEC with the authority to collect, retain, and use fees, fines, and other charges
        
        Determines the process and purposes to which the collected fines, fees, and charges will be disposed of added by the RCC
        
        Nature of Fees - Not a tax, but, purely for regulatory purposes in the exercise of police power; hence, they should only be of sufficient amount to cover the expenses of direct regulation and the incidental expenses.
        
        Revision of Fees -
        
        If the fine is collected pursuant to law - SEC is authorized to recommend to the President the revision, alteration, amendment, or adjustments of the charges and fees authorized by law
        
        Pres. makes the revision
        
        If the fine is collected pursuant to SEC rules - SEC may revise, amend, or adjust fees by itself
        
        Disposition of the Fees - The amount collected shall be deposited and maintained in a separate account which shall form a fund. Such fund utilized for the following purposes:
        
        Modernization of the SEC; and
        
        Augmentation of its operational expenses such as, but are not limited to the following:
        
        Capital outlay, increase in compensation and benefits comparable with prevailing rates in the private sector, reasonable employee allowance, employee health care services, and other insurance, employee career advancement and professionalization, legal assistance, seminars, and other professional fees
        
        How Fees are Collected - Examining and filing articles of incorporation and the by-laws, and amendments thereto, certificates of increase or decrease of the capital stock, or certificates incurring, creating, or increasing bonded indebtedness; for granting exemption of securities from its registration requirements, etc.
  - - - Issued Shares - Broader than oustanding shares. Refers to any of the following:
        
        (a) Shares acquired by subscription which are fully paid;
        
        (b) Shares (subscribed shares) acquired by subscription which are unpaid or partially paid;
        
        (c) Shares acquired by a stockholder by transfer from a previous stockholder;
        
        (d) Shares acquired by a stockholder by purchase of treasury shares from the corporation; and
        
        (e) Treasury shares or shares issued and subsequently reacquired by the corporation and which remain in the treasury → issued but NOT outstanding