A foreign corporation who wishes to do business in the Philippines must secure the necessary license from the Securities and Exchange Commission (SEC). Should the foreign corporation secure a license, it must make the necessary securities deposit. The details on securities deposit are discussed below.
Continue readingDefinition and characterization of terms as used in the Securities Regulation Code (Republic Act No. 8799), the “2015 Implementing Rules and Regulations of the Securities Regulation Code” (2015 SRC Rules) and other related issuances, including the Rules and Regulations Governing Crowdfunding (CF). This is a work in progress.
Continue readingA corporation shall have perpetual existence unless its articles of incorporation provides otherwise. This is one of the major changes made under the Revised Corporation Code (Republic Act No. 11232). Under the old Corporation Code, the maximum corporate term is only fifty (50) years, subject to extensions. The limit on corporate term has been removed.
Continue readingThis is a glossary for the Revised Corporation Code (Republic Act No. 11232), including definitions provided in related jurisprudence and issuances of the Securities and Exchange Commission (SEC). The relevant summaries/discussions are linked in each glossary item. This is a work in progress.
Continue readingA One Person Corporation is a corporation with a single stockholder, who must be a natural person, trust, or an estate. It must not be confused with a corporation sole. The creation of a One Person Corporation or OPC is provided in Title XIII (Special Corporations) of Republic Act No. 11232, also known as the “Revised Corporation Code”. The guidelines, as provided in SEC Memorandum Circular No. 7, series of 2019, are discussed below.
Continue readingPart of the regulatory framework governing mergers and acquisitions in the Philippines is the review, when specific thresholds are met, by the Philippine Competition Commission (“Commission”), pursuant to Republic Act No. 10667, also known as the “Philippine Competition Act“. The details are provided in the Implementing Rules and Regulations (IRR).
Continue readingTwo prohibited acts are provided in Republic Act No. 10667, also known as the “Philippine Competition Act” and its Implementing Rules and Regulations (IRR), to wit: (a) Anti-Competitive Agreements; and (b) Abuse of Dominant Position. The basic difference is that anti-competitive agreements can only be committed by at least two entities. This article discusses the first prohibited act — anti-competitive agreements.
Continue readingThere are two prohibited acts under Republic Act No. 10667, also known as the “Philippine Competition Act“, to wit: (a) Anti-Competitive Agreements; and (b) Abuse of Dominant Position. The basic difference is that anti-competitive agreements can only be committed by at least two entities. This article discusses the second prohibited act — abuse of dominant position, basically involving predatory pricing and non-price predation. The headings are added for convenience.
Continue readingThe entire Luzon has been placed under enhanced community quarantine (ECQ), also called a lockdown, by the President. On 8 March 2020, the President issued Proclamation No. 922, declaring a State of Public Health Emergency throughout the Philippines due to the Corona Virus Disease 2019 (Covid-19). A lockdown was declared on 14 March 2020 over the National Capital Region (NCR), expanded to the entire Luzon effective 17 March 2020. The ECQ has been extended to 30 April 2020; further extended to May 15 in high-risk areas. Local Government Units (LGUs) throughout the Philippines also declared a lockdown in their respective territorial jurisdictions.
Continue readingThe determination of what constitutes a Micro, Small and Medium Enterprise (MSME) is based on its total assets. This is provided in Republic Act No. 6977, as amended (also known as the “Magna Carta for Micro, Small and Medium Enterprises (MSMEs)“, previously called the “Magna Carta for Small Enterprises”.
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