A:
1. Any judicial sale, or sale by an executor, administrator, guardian, receiver or trustee in insolvency or bankruptcy
2. Those sold by a pledge, mortgagee, or any other similar lien holder, to liquidate a bona fide debt (a security pledged in good faith as security for such debt
3. Those sold or offered for sale in an isolated transaction, the owner not being an underwriter
4. Distribution by the corporation of securities to its stockholders as dividends;
5. Sale of capital stock of a corporation to its own stockholders exclusively
6. Bonds or notes secured by a mortgage are sold to a single purchaser at a single sale
7. Delivery of security in exchange for any other security pursuant to the right of conversion
8. Broker’s transactions executed upon the customer’s orders
9. Share subscriptions prior to incorporation or in pursuance of an increase in its authorized capital stock
10. Exchange of securities by the issuer with its existing security holders exclusively
11. Sale by issuer to fewer than 20 persons in the Philippines during any 12 month period
12. Sale to banks, investment houses, insurance companies and any entities ruled qualified by the SEC IV. PROCEDURE FOR REGISTRATION OF SECURITIES
Q: What is the procedure for registration of securities?
A:
1. Application – All securities required to be registered shall be registered through the filing by issuer with SEC, of a sworn registration statement. 2. Prospectus – The registration statement shall include any prospectus required or permitted to be delivered;
3. Other information – The information required for the registration of any kind and all securities shall include, among others, the effect of the securities’ issue on ownership, on the mix of ownership, especially foreign and local ownership;
4. Signatories to registration statement – The registration statement shall be signed by the issuer’s:
a. Executive officer
b. Principal operating officer c. Comptroller
d. Principal accounting officer e. Corporate secretary or
persons performing similar functions
Note: it shall be accompanied by a duly verified resolution of the BoD of the issuer
5. Written consent of expert – The written consent of the expert named as having certified any part of the registration statement or any document used in connection therewith shall also be filed
6. Certification by selling stockholders – Where the registration statement includes:
a. Shares to be sold by the selling shareholders
b. A written certification by such selling shareholders as to the accuracy of any part of the registration statement contributed by such selling shareholders shall also be filed
7. Fees – The issuer shall pay to the SEC; the SEC shall prescribe by rule,
diminishing the fees in inverse proportion, the value of the aggregate price of the offering
8. Notice and publication – Notice of the filing of the registration statement shall be immediately published by the issuer in two newspapers of general circulation in the Philippines; once a week for two consecutive weeks, reciting that:
a. A registration statement has been filed, and
b. The aforesaid registration statement and papers attached thereto are open to inspection at the SEC during business hours.
Note: copies shall be furnished to interested parties at a reasonable charge.
9. SEC Power for production of books – The SEC may:
a. Compel the production of all the books and papers of such issuer
b. Administer oaths
c. Examine the officers of such issuer, or any other person connected therewith as to its business and affairs
10. Ruling – Within 45 days after the date of the filing of the registration statement, or by such later date to which the issuer has consented, the SEC shall declare the registration statement effective or rejected, unless the applicant is allowed to amend the registration statement.
Q: What are the grounds for rejection and revocation of registration?
A: The following acts constitute a ground for
revocation of registration:
1. The issuer:
a. Has been judicially declared insolvent
b. Has violated any of the provisions of the Code, the rules promulgated pursuant thereto, or any order of the SEC of which the issuer has notice in connection with the offering for which a registration statement has been filed
c. Has been or is engaged or is about to engage in fraudulent transactions
Has made any false or misleading representations of material facts in any prospectus concerning the issuer or its securities; or
d. Has failed to comply with any requirement that the SEC may impose as a condition for registration of the security for which registration statement has been filed.
2. The registration statement is on its face incomplete or inaccurate or includes any untrue statement of a material fact or omits to state a material fact required to be stated therein.
3. The issuer or any underwriter has been convicted by a competent judicial or administrative body of an offense involving moral turpitude and/or fraud or is enjoined by the SEC or other competent judicial or administrative body for violations of securities, commodities and other related laws
4. Any issuer who refuses to permit the examination to be made by the Commissioner.
Q: What are the grounds for suspension or cancellation of certificate of registration? A:
1. Fraud in procuring registration
2. Serious misrepresentation as to objectives of corporation
3. Refusal to comply with lawful order of SEC
4. Continuous inoperation for at least 5 years
5. Failure to file by‐laws within required period
6. Failure to file reports
7. Other similar grounds. (Sec. 6 [L])
Q: What are the grounds for suspension of registration?
A:
1. If any time, the information contained in the registration statement filed is or has become misleading, incorrect, inadequate or incomplete in any material respect; or