A Warrant to Search, Seize and Examine Computer Data (WSSECD) is an order in writing issued in the name of the People of the Philippines, signed by a judge, upon application of law enforcement authorities, authorizing the latter to search the particular place for items to be seized and/or examined. This is provided under the Rule on Cybercrime Warrants issued by the Supreme Court pursuant to the Cybercrime Prevention Act of 2012 (Republic Act No. 10175).
Continue readingPrimer on the Rule on Administrative Search and Inspection under the Philippine Competition Act
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.
Continue readingCrowdfunding: 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 readingPrescriptive Periods (Civil and Criminal Cases): Securities Regulation Code
The determination of the precriptive period, or the length of time within which an action must be filed before it is permanently barred, is generally easy. The prescriptive period is normally included in the law itself. The determination of the prescriptive period under the Securities Regulation Code (Republic Act No. 8799) is not simple, perhaps consistent with the esoteric nature of its subject matter.
Continue readingReportorial Requirements of One Person Corporations
The One Person Corporation or OPC must comply with a number of reportorial requirements. If the OPC fails to submit the reportorial requirements 3 times (whether consecutively or intermittently) within a period of 5 years, it may be declared under delinquent status.
Continue readingWho are Allowed/Not Allowed to Create a One Person Corporation
A One Person Corporation is defined as a corporation with a single stockholder, who must be a natural person, trust, or an estate. These are the only persons allowed to create or become the sole incorporator of a One Person Corporation.
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.
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