Registration of Philippine corporations is now more convenient. The previous post on how to register a corporation, including foreign-owned domestic corporations, with the Securities and Exchange Commission (SEC) is retained in this forum to highlight how different the process and requirements were. Registration in the electronic age is much easier.
Continue readingA Negative List, also called the Foreign Investments Negative List, is a list of areas of economic activity whose foreign ownership is limited to a maximum of forty percent (40%) of the outstanding capital stock in the case of a corporation or capital in the case of partnership.
Continue readingThe existing law governing corporations in the Philippines is Republic Act No. 11232, also known as the “Revised Corporation Code“. R.A. 11232 was signed by President Rodrigo R. Duterte on 20 February 2019. This is an introduction to the Revised Corporation Code.
Continue readingA claim refers to all claims or demands of whatever nature or character against the debtor or its property, whether for money or otherwise, liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed, including, but not limited to: (1) all claims of the government, whether national or local, including taxes, tariffs and customs duties; and (2) claims against directors and officers of the debtor arising from acts done in the discharge of their functions falling within the scope of their authority.
Continue readingThe management committee is composed of persons, natural or juridical, appointed by the court when proper, in court-supervised rehabilitation. The management committee shall take the place of the management and governing body of the debtor, and assume such powers, rights and responsibilities under the law. These are provided under Republic Act No. 10142, also known as the Financial Rehabilitation and Insolvency Act of 2010 (FRIA) and the Financial Rehabilitation Rules of Procedure (2013) or “FR Rules” (A.M. 12-12-11-SC).
Continue readingAfter the petition for court-supervised rehabilitation, whether voluntary or involuntary, is given due course, the court shall issue an order directing the rehabilitation receiver to call a meeting with the debtor and all classes of creditors, to take place in not less than 2 weeks nor more than 4 weeks from the date of the order, to consider the organization of a creditors’ committee.
Continue readingInvoluntary court-supervised rehabilitation proceedings, as opposed to voluntary court-supervised proceedings, is initiated by the creditors. This is provided under Republic Act No. 10142, also known as the Financial Rehabilitation and Insolvency Act (FRIA) of 2010, as fleshed out in the Financial Rehabilitation Rules of Procedure (2013) or “FR Rules” (A.M. 12-12-11-SC).
Continue readingThe Affidavit of General Financial Condition is attached to the petition for court-supervised rehabilitation. The affidavit must contain the answers to the following questions:
Continue readingThe court may assist in the execution or implementation of the standstill agreement or the Out-of-Court or Informal Restructuring Agreements or Rehabilitation Plan (OCRA) by issuing a writ of execution to enforce its terms. Nevertheless, the court has the power to provide any other form of additional assistance as may be necessary to execute or implement the standstill agreement or the OCRA, including the award of damages properly pleaded and proved, and to protect the interests of the creditors, the debtor, and other interested parties.
Continue readingIn an Out-of-Court or Informal Restructuring Agreements or Rehabilitation Plan (OCRA), the parties may agree on a standstill period, which shall be effective and enforceable not only against the contracting parties but also against the other creditors provided it complies with the following conditions:
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