Other Applications

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Amendment

Reclassification/Declassification/Conversion of Shares

1.	Directors’ certificate – notarized and signed by majority of the directors certifying the (i) amendment of the articles of incorporation reclassifying/declassifying/converting the shares of stock (ii) votes of the directors and the stockholders, (iii) date and place of stockholders’ meeting and (iv) the tax identification number of the signatories which shall be placed below their names.
2.	Amended Articles of Incorporation
3.	List of stockholders showing the names, nationalities and stockholdings before and after the reclassification/declassification/conversion, as certified by the corporate secretary
4.	Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR.
5.	Notarized Secretary’s Certificate on no pending case of intra-corporate dispute
6.	Compliance Monitoring Division (CMD) Clearance and/or clearance from other Department of the Commission or government agencies

Merger/Consolidation

1.	Articles of Merger/Consolidation
2.	Plan of Merger/Consolidation
3.	List of stockholders/members of record of the constituent corporations indicating their nationalities and respective subscribed and paid-up capital/contribution as of date of the meeting approving the merger/consolidation certified under oath by the Corporate Secretary
4.	Certification by the Corporate Secretary on the meeting of the Board of Directors and stockholders/Board of Trustees and members of the constituent corporations approving the merger/consolidation
5.	Audited financial statements of the constituent corporations as of a date not earlier than 120 days prior to the date of filing of the application in accordance with PFRS 3 (Accounting Standard on Business Combination)
6.	Long-form audit report of item no. 5 for absorbed corporation(s) (not required if the surviving company will not issue shares of stock or create additional paid-in capital)
7.	Certification under oath by President, Finance Officer or Treasurer of the constituent corporations stating that all creditors as of cut-off date were informed regarding the merger/consolidation
8.	Publisher’s Affidavit on publication of the merger or consolidation, if one or more of the constituent corporation(s) is/are insolvent
9.	Notarized Secretary’s Certificate on no pending case of intra-corporate dispute
10.	Certified Secretary’s list of stockholders/members of record of the surviving corporation after the merger
11.	Notarized Secretary’s Certificate certifying that on the basis of the computation of the Finance Officer, the allocation of shares to be received by the stockholders of the absorbed company/ies (in case of (merger) and consolidating companies (in case of consolidation) as indicated in the supporting documents in exchange for the net assets transferred to the surviving company/consolidated corporation is in proportion to the shareholdings of the stockholders of record and the treatment of fractional shares resulting from the the distribution of shares, are true and correct.
12.	Compliance Monitoring Division (CMD) Clearance and/or clearance from other Department of the Commission or government agencies
13.	Notification letter by the parties to a merger addressed to the Philippine Competition Commission, if the value of the transaction exceeds One Billion (P1,000,000,000)
	Notes:
a.	If the merger is accompanied by application for increase of capital stock, comply with the requirements for Increase of Capital Stock
b.	For consolidation comply with the requirements for registration of corporation

Dissolution of Stock and Non-Stock (Corporate Term)

1.	Directors’ certificate – notarized and signed by majority of the directors certifying the (i) amendment of the articles of incorporation reclassifying/declassifying/converting the shares of stock (ii) votes of the directors and the stockholders, (iii) date and place of stockholders’ meeting and (iv) the tax identification number of the signatories which shall be placed below their names.
2.	Amended Articles of Incorporation
3.	Audited financial statements (AFS) as of last fiscal year, except
	a.	Where the applicant has ceased operations for at least one (1) year, submit: i. AFS as of last fiscal year of operation; and ii. Affidavit of non-operation certified under oath by the President and Treasurer
	b.	Where the applicant has no operation since incorporation, submit: i. Balance Sheet certified under oath by the Treasurer and President ii. Affidavit of non-operation certified under oath by the President and Treasurer iii. Certificate of non-registration by the BIR
	c.	Where the applicant is a stock corporation with paid-up of less than P50,000, submit its Balance Sheet as of last preceding fiscal year certified under oath by the President and Treasurer
	d.	Where the applicant is a non-stock corporation with gross receipts of less than P100,000 or a total assets of less thanP500,000, submit its Balance Sheet as of last preceding fiscal year certified under oath by the President and Treasurer
4.	Certification executed under oath by the President and Treasurer certifying that:
	a.	The dissolution is not prejudicial to the interest of the creditors
	b.	There is no opposition from any creditor from the time of the last publication of the notice of dissolution up to the filing of the application for dissolution with the Commission
5.	BIR tax clearance
6.	Publisher’s Affidavit of publication of notice of dissolution (once a week for three [3] consecutive weeks)
7.	Notarized Secretary’s Certificate on no pending case of intra-corporate dispute
	NOTES: If there is opposition from the creditors, the application should be in the form of petition to be filed with the Office of the General Counsel of the SEC.

Quasi-Reorganization

1.	Letter request to undergo quasi-reorganization signed by the officer
2.	Certification under oath by the Corporate Secretary on board of directors resolution approving the quasi-reorganization
3.	Appraisal report of the fixed assets (real properties, permanently installed fixed assets and machineries and equipment directly needed and actually used in the business), if appraisal increment is not yet reflected in the audited financial statements
4.	Audited financial statements as of the last fiscal year received by BIR and SEC
5.	Schedule showing the details of the appraised properties certified by the company accountant
6.	Analysis of the revaluation increment certified by the company accountant
7.	Projective financial statements for the next five (5) years certified by the company accountant
8.	Certification by the President that the appraised properties are directly needed and actually used in business
9.	Notarized Secretary’s Certificate on no pending case involving intra-corporate disputes
10.	Compliance Monitoring Division (CMD) Clearance and/or clearance from other Department of the Commission*

Equity Restructuring

1.	Letter request to undergo equity restructuring signed by the officer
2.	Certification under oath by the Corporate Secretary on the board resolution approving the equity restructuring plan
3.	Audited financial statements as of the last fiscal year received by BIR and SEC
4.	Notarized Secretary’s Certification on no pending case involving intra-corporate dispute
5.	Compliance Monitoring Division (CMD) Clearance and/or clearance from other Department of the Commission*

Creation of Additional Paid-In Capital

1.	Letter request to create APIC signed by the officer
2.	Certification under oath by the Corporate Secretary on the Board of Directors resolution approving the creation of APIC
3.	List of stockholders of record as of date of Board of Directors meeting approving the creation of APIC, indicating their nationalities and their respective subscribed and paid-up capital certified under oath by the Corporate Secretary
4.	Notarized Secretary’s Certification on no pending case involving intra-corporate dispute
5.	Compliance Monitoring Division (CMD) Clearance and/or clearance from other Department of the Commission*
	NOTE: For additional requirements: Refer to additional requirements for Increase of Authorized Capital Stock depending on the kind of payment for subscription

Cash Dividend Declaration

1.	Certification under oath by the Corporate Secretary on the board of directors resolution declaring cash dividends
2.	Audited financial statements as of the last fiscal year stamped received by BIR and SEC;
3.	Interim unaudited financial statements certified by the Finance Officer (if the basis of determining the sufficiency of retained earnings is other than end of fiscal year)
4.	Reconciliation of retaned earnings available for dividend declaration in accordance with SEC Memorandum Circular No. 11, series of 2008
5.	Notarized Secretary’s Certificate of the Board resolution as of the reversal of appropriated retained to unappropriated retained earnings,
6.	Secretary’s Certificate on no pending case of intra-corporate dispute
7.	Compliance Monitoring Division (CMD) Clearance and/or clearance from other Department of the Commission or other government agencies

Stock Dividend Declaration on Unissued Authorized Capital Stock

1.	Certification under oath by the Corporate Secretary on the declaration of stock dividends by majority of the directors and the stockholders representing 2/3 of the outstanding capital stock
2.	Audited financial statements as of the last fiscal year stamped received by BIR and SEC
3.	Interim Audited Financial Statements certified under oath by the Finance Officer (if the basis of determining the sufficiency of retained earnings is other than end of fiscal year)
4.	List of stockholders with their respective subscribed capital stock as of the date meeting approving the declaration of stock dividend together with the allocation of stock dividend certified under oath by the Corporate Secretary
5.	Analysis of capital structure certified under oath by the Treasurer
6.	Reconciliation of retained earnings available for dividend declaration I accordance with SEC Memorandum Circular No. 11 series of 2008
7.	Notarized Secretary’s Certificate of the Board Resolution as to the reversal of appropriated retained earnings to unappropriated retained earnings, if applicable
8.	Secretary’s Certificate on no pending case of intra-corporate dispute
9.	Notarized Secretary’s Certificate certifying that on the basis of the computation of the Finance Officer, the allocation of stock dividend as indicated in the list of stockholders of record (item 4) is in proportion to the shareholdings of stockholders as of date of declaration/record date and the treatment of resulting fractional shares (if any), are true and correct
10.	Compliance Monitoring Division (CMD) Clearance and/or clearance from other Department of the Commission or other government agencies

Property Dividend Declaration

1.	Certification under oath by the Corporate Secretary on the board of directors resolution declaring the property dividend
2.	Audited financial statements as of the last fiscal year received by BIR and SEC
3.	List of stockholders with their respective subscribed capital stock as of the date meeting approving the declaration of property dividend together with the allocation of stock dividend certified under oath by the Corporate Secretary
4.	Detailed schedule of the property account appearing in the audited financial statements
5.	Certification by the President that the property(ies) for dividend declaration is/are no longer needed in the operation of the company
6.	Reconciliation of retained earnings available for dividend declaration
7.	Notarized Secretary’s Certificate on no pending case involving intra-corporate dispute
8.	Compliance Monitoring Division (CMD) Clearance and/or clearance from other Department of the Commission*

Certification of Paid-Up Capital/Capital Structure

1.	Letter request for certification signed by officer/representative
2.	Audited financial statements as of the last fiscal year stamped received by BIR and SEC
3.	List of stockholders with their respective subscribed and paid-up capital certified under oath by the Corporate Secretary.
4.	Notarized Secretary’s Certificate on no pending case of intra-corporate dispute
5.	Compliance Monitoring Division (CMD) Clearance and/or clearance from other Department of the Commission*
	Note: Submit interim audited financial statements in case payment for subscription is paid after the date of audited financial statements as of the last fiscal year

Certification of Percentage of Ownership

1.	Letter request for certification signed by officer/representative
2.	Audited financial statements as of the last fiscal year stamped received by BIR and SEC
3.	List of stockholders with their respective subscribed and paid-up capital certified under oath by the Corporate Secretary
4.	Notarized Secretary’s Certificate on no pending case of intra-corporate dispute
5.	Stock and transfer book of the corporation (to be presented for verification)
6.	Compliance Monitoring Division (CMD) Clearance and/or clearance from other Departments of the Commission*

Creation of Bonded Indebtedness

1.	Certificate of creation of bonded indebtedness
2.	Audited financial statements as of the last fiscal year received by BIR and SEC
3.	If item 2 is more than six (6) month old, submit unaudited financial statements for the current period, certified by the company accountant
4.	List of the company’s properties, with the book value, appraised or bondable value which will be used to secure the projected bond issues, certified by the company accountant
5.	Projected financial statements showing the utilization of the proceeds of the bonds and the redemption of the bond issues, signed by the company accountant
6.	Trust indenture, signed by the corporation and the trustee; and
7.	Sample form of the mortgaged bond certificate to be issued
8.	Notarized Secretary’s Certificate on no pending case of intra-corporate dispute
9.	Compliance Monitoring Division (CMD) Clearance and/or clearance from other Department of the Commission*

Confirmation of Valuation

1.	SEC Form 10-1/letter request confirming the valuation;
2.	Certification under oath by the Corporate Secretary on the board resolution approving the additional issuance of shares of stock
3.	List of stockholders with the nationalities, amount subscribed and paid up and the subscribers to the new shares certified under oath by the Corporate Secretary.
4.	Notarized Secretary’s Certificate on no pending case of intra-corporate dispute
5.	Notarized Secretary’s Certificate certifying that all non-subscribing stockholders waived their respective pre-emptive rights or attesting on the resolution by the stockholders representing at least 2/3 of the outstanding capital stock approving the issuance of shares in exchange for property or previously incurred indebtedness
6.	If foreign equity is increased to more than 40%, registration under FIA is required
7.	Compliance Monitoring Division (CMD) Clearance and/or clearance from other Department of the Commission*
	Note: For additional requirements refer to the additional requirements for Increase of Authorized Capital Stock

Voting Trusts