The Philippine Competition Commission (PCC), created under Republic Act No. 10667 (Philippine Competition Act), has the power undertake inspections to prevent the removal, concealment, tampering with, or destruction of books, records, or other documents. The inspection order, which must be issued by the proper court, is covered by the Rule on Administrative Search and Inspection under the Philippine Competition Act (“Rule”) issued by the Supreme Court (A.M. No. 19-08-06-SC). Here is a summary/primer of the Rule.
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Crowdfunding: Eligibility for Exemption from Registration of Securities
Crowdfunding is an exemption to the requirement that securities cannot be sold or offered for sale within the Philippines without a registration statement filed with and approved by the Securities and Exchange Commission (SEC). Under the Crowdfunding Rules, an issuer may offer or sell securities, provided that:
Continue readingRegistration of One Person Corporations in the Philippines
A One Person Corporation or OPC, which is a single-stockholder corporation authorized under Title XIII of the Revised Corporation Code, is registered in the same way as other corporations. The following application requirements and process are culled from SEC Memorandum No. 7, series of 2019, and its accompanying documents.
Continue readingRequirements for Crowdfunding Transactions
Crowdfunding transactions, in order to be legally exempt from the general requirements of securities registration, must be only done through a crowdfunding platform. An intermediary controls this platform, which is why the intermediary has a number of duties, including the institution of measures to reduce the risk of fraud, as well as the following:
Continue readingMeasures to Reduce Risk of Fraud in Crowdfunding (CF)
The intermediary in a crowdfunding transaction has control over the platform where securities of registered issuers are listed. The intermediary has the obligation to institute measures to reduce the risk of fraud, working on reasonable belief on what it should allow or not allow.
Continue readingCrowdfunding: Completion of Offerings, Cancellations, and Reconfirmations
An issuer who wishes to list its securities in the crowdfunding platform must submit disclosures, including an Offering Statement, which must indicate the target offering amount and the deadline to reach the target offering amount. The target amount must be reached on or before the deadline; otherwise, no securities will be sold in the offering and investment commitments will be cancelled and committed funds will be returned.
Continue readingAccount Opening in Crowdfunding Intermediaries
No intermediary may accept an investment commitment in a transaction involving the offer or sale of securities in reliance on the Crowdfunding Rules until the investor has opened an account with the intermediary and the intermediary has obtained from the investor consent to electronic delivery of materials.
Continue readingPermitted Activities for Crowdfunding Intermediaries
A crowdfunding intermediary is the entity that mediates offer and sale of crowdfunding securities through its online electronic platform. A crowdfunding intermediary may be a: (a) registered broker; (b) investment house; or (c) funding portal. Continue reading below for the list of permitted activities for crowdfunding intermediaries.
Continue readingRegistration and General Requirements for Crowdfunding Intermediaries
The crowdfunding intermediary must be duly registered as: (i) a broker, pursuant to the requirements of Section 28 of the SRC; or (ii) an investment house under the Investment Houses Law and its Implementing Rules and Regulations; or (iii) a funding portal, subject to the requirements of Crowdfunding Rules. [See Registration of funding portals]
Continue readingPreemptive Rights under the Revised Corporation Code
All stockholders of a stock corporation shall enjoy preemptive right to subscribe to all issues or disposition of shares of any class, in proportion to their respective shareholdings. This is also called the “right of first refusal”.
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