A crowdfunding intermediary shall disclose the extent of its review, due diligence exercise, and/or risk assessment activities carried out on prospective issuers, including its disclosures, intending to use its crowdfunding platform.
Continue readingThe Securities and Exchange Commission (SEC) may refuse or, after due notice and hearing, suspend or revoke the authority of crowdfunding intermediaries. The Crowdfunding Rules provides that operation with respect to crowdfunding of investment houses, brokers and funding portal may be refused, or any registration granted may be revoked, suspended, or limitations placed thereon, by the SEC.
Continue readingClose corporations are provided under and governed by Title XII of the Revised Corporation Code, without prejudice to the suppletory application of other provisions. The pertinent provisions are discussed below.
Continue readingThe Revised Corporation Code (Republic Act No. 11232) provides for the perpetual existence of a corporation, unless its articles of incorporation provide otherwise. The Revised Corporation Code also provides that a corporation whose term has expired (“Expired Corporation”) may apply for revival of its corporate existence. To provide the guidelines for the revival of Expired Corporations, the Securities and Exchange Commission (SEC) issued SEC Memorandum Circular No. 23, series of 2019.
Continue readingWhen a corporation or partnership has been dissolved or whose registration has been revoked (“Expired Corporation”), the name of such Expired Corporation may no longer be used by any other entity. As an exception, however, another corporation may use such name if allowed at the time of the dissolution or revocation by the stockholders, members or partners who represent a majority of the outstanding capital stock or membership of of the Expired Corporation.
Continue reading[In a Resolution dated 10 September 2019 in A.M. No. 19-08-06-SC, the Supreme Court approved the Rule on Administrative Search and Inspection under the Philippine Competition Act. The full text of the Rule is reproduced below.]
Continue readingA funding portal is an intermediary organized and registered as a corporation to facilitate transactions involving the offer or sale of CF securities through online electronic platform. No entity shall act as a funding portal unless it is registered as such. An applicant shall comply with the following requirements:
Continue readingA crowdfunding intermediary shall, at all times, maintain a capital amount which exceeds its annual operational expenditure which constitutes all expenses and losses that arise in the crowdfunding intermediary’s normal course of business in a 12-month accounting period. This expenditure- and risk- based minimum capital requirement is provided under the Rules and Regulations Governing Crowdfunding (CF).
Continue readingSecurities 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). The SEC, however, may provide for certain exemptions, such as the sale of securities under the Crowdfunding Rules.
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