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Amendment

Reclassification/Declassification/Conversion of Shares

1.	Directors’ certificate – notarized and signed by majority of the directors certifying the (i) amendment of the articles of incorporation reclassifying/declassifying/converting the shares of stock (ii) votes of the directors and the stockholders, (iii) date and place of stockholders’ meeting and (iv) the tax identification number of the signatories which shall be placed below their names.
2.	Amended Articles of Incorporation
3.	List of stockholders showing the names, nationalities and stockholdings before and after the reclassification/declassification/conversion, as certified by the corporate secretary
4.	Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR.
5.	Notarized Secretary’s Certificate on no pending case of intra-corporate dispute
6.	Monitoring Clearance from Financial Analysis and Audit Division (FAAD) or, if available, a copy of updated Monitoring Clearance from Compliance Monitoring Division (CMD) and/or clearance from other Department of the Commission or other government agencies, if applicable.

Merger/Consolidation

1.	Articles of Merger/Consolidation
2.	Plan of Merger/Consolidation
3.	List of stockholders/members of record of the constituent corporations indicating their nationalities and respective subscribed and paid-up capital/contribution as of date of the meeting approving the merger/consolidation certified under oath by the Corporate Secretary
4.	Certification by the Corporate Secretary on the meeting of the Board of Directors and stockholders/Board of Trustees and members of the constituent corporations approving the merger/consolidation
5.	Audited financial statements of the constituent corporations as of a date not earlier than 120 days prior to the date of filing of the application in accordance with PFRS 3 (Accounting Standard on Business Combination)
6.	Long-form audit report of item no. 5 for absorbed corporation(s) (not required if the surviving company will not issue shares of stock or create additional paid-in capital)
7.	Certification under oath by President, Finance Officer or Treasurer of the constituent corporations stating that all creditors as of cut-off date were informed regarding the merger/consolidation
8.	Publisher’s Affidavit on publication of the merger or consolidation, if one or more of the constituent corporation(s) is/are insolvent
9.	Notarized Secretary’s Certificate on no pending case of intra-corporate dispute
10.	Certified Secretary’s list of stockholders/members of record of the surviving corporation after the merger
11.	Notarized Secretary’s Certificate certifying that on the basis of the computation of the Finance Officer, the allocation of shares to be received by the stockholders of the absorbed company/ies (in case of (merger) and consolidating companies (in case of consolidation) as indicated in the supporting documents in exchange for the net assets transferred to the surviving company/consolidated corporation is in proportion to the shareholdings of the stockholders of record and the treatment of fractional shares resulting from the the distribution of shares, are true and correct.
12.	Monitoring Clearance from Financial Analysis and Audit Division (FAAD) or, if available, a copy of updated Monitoring Clearance from Compliance Monitoring Division (CMD) and/or clearance from other Department of the Commission or other government agencies, if applicable.
13.	Notification letter by the parties to a merger addressed to the Philippine Competition Commission, if the value of the transaction exceeds One Billion (P1,000,000,000)
	Notes:
a.	If the merger is accompanied by application for increase of capital stock, comply with the requirements for Increase of Capital Stock
b.	For consolidation comply with the requirements for registration of corporation

Dissolution of Stock and Non-Stock (Corporate Term)

a.)	Voluntary dissolution where no creditors are affected under Section 134 of the Revised Corporation Code (RCC)
	1.	Verified Request for Dissolution;
	2.	Verification and Certification Against Forum Shopping;
	3.	Supporting Documents:
		i.	a notarized copy of the board resolution or directors/trustees’ certificate authorizing the dissolution and designating an authorized representative to file the verified request for dissolution, signed by a majority of the board of directors or trustees and countersigned by the secretary of the corporation;
		ii.	Publisher’s Affidavit of Publication of the Notice of Meeting;
		iii.	Latest due General Information Sheet (GIS);
		iv.	Audited Financial Statements (AFS) as of last fiscal year, except:
			1.	Where the applicant has ceased operations of at least one (1) year, submit:
				a.)	AFS as of the last year of operations; and
				b.)	Affidavit of Non-Operation certified under oath by the President and Treasurer.
			2.	Where the applicant has no operation since incorporation, submit:
				a.)	Balance Sheet certified under oath by the Treasurer and President;
				b.)	Affidavit of Non-Operation certified under oath by the President and Treasurer;
				c.)	Certificate of Non-Registration issued by the BIR;
			3.	Where the applicant corporation (stock or non-stock) is with total assets or liabilities of less than Six Hundred Thousand Pesos (Php600,000.00), it shall submit its Balance Sheet as of last preceding fiscal year certified under oath by the President and Treasurer.
	4.	Affidavit executed under oath by the President and Treasurer that:
		i.	That the dissolution is not prejudicial to the interest of the creditors; and
		ii.	There is no opposition from any of creditors from the time of publication of the notice of dissolution up to the filing of the dissolution with the Commission;
	5.	Bureau of Internal Revenue (BIR) Tax Clearance Certificate;
	6.	Notarized Secretary’s Certificate of no pending case involving intra-corporate dispute; and
	7.	Clearance/Favorable recommendation from other Department of the Commission or from the appropriate regulatory agency, when necessary under Section 4 of the SEC Memorandum Circular No. 5, series of 2022 (“MC.5, series of 2022” for brevity).
b.	Dissolution by Shortening of Corporate Term under Section 136 of the RCC (whose proposed expiration of the corporation term is one year or more than one year)
	1.	Cover Sheet;
	2.	Notarized Directors’ certificate signed by majority of the directors or trustees and the corporate secretary, attesting that: (1) the dissolution by shortening of corporate term was approved by majority of the board of directors/trustees and ratified by at least 2/3 vote of the stockholders representing the outstanding capital stock including the holders of non-voting shares/members of the corporation; (2) date and place of stockholders’ or members’ meeting (3) the tax identification number of the signatories which shall be placed below their names;
	3.	Amended Articles of Incorporation;
	4.	Notarized Secretary’s Certificate on no pending case of intra-corporate dispute;
	5.	Clearance/Favorable recommendation from other Departments of the Commission or from the appropriate regulatory agency, when necessary; and
	6.	Compliance Monitoring Division (CMD) Monitoring Clearance
c.	Dissolution by Shortening of Corporate Term under Section 136 of the Revised Corporation Code (RCC) whose proposed expiration of the corporation term is less than one year from the date of filing of complete requirements Pursuant to SEC MC no. 5, series of 2022
	1.	Cover Sheet;
	2.	Notarized Directors’ certificate signed by majority of the directors or trustees and the corporate secretary, attesting that: (1) the dissolution by shortening of corporate term was approved by majority of the board of directors/trustees and ratified by at least 2/3 vote of the stockholders representing the outstanding capital stock including the holders of non-voting shares/members of the corporation; (2) date and place of stockholders’ or members’ meeting (3) the tax identification number of the signatories which shall be placed below their names.
	3.	Amended Articles of Incorporation reflecting the proposed date of Dissolution (future date from the date of filing)
	4.	Audited financial statements (AFS) as of last fiscal year, except;
		a.	Where the applicant has ceased operations for at least one (1) year, submit:
			1.)	AFS as of last fiscal year of operation; and
			2.)	Affidavit of non-operation certified under oath by the President and Treasurer
		b.	Where the applicant has no operation since incorporation, submit:
			1.)	Balance Sheet certified under oath by the Treasurer and President;
			2.)	Affidavit of non-operation certified under oath by the President and Treasurer
			3.)	Certificate of non-registration by the BIR
		c.	Where the applicant corporation (stock or nonstock) is with total assets or liabilities of less than Six Hundred Thousand Pesos (Php600,000.00), it shall submit its Balance Sheet as of last preceding fiscal year certified under oath by the President and Treasurer.
	5.	Affidavit executed under oath by the President and Treasurer that:
			a.	The dissolution is not prejudicial to the interest of the creditors; and
			b.	There is no opposition from any creditor from the time of publication of the notice of dissolution up to the filing of the dissolution with the Commission.
	6.	Bureau of Internal Revenue (BIR) Tax Clearance Certificate;
	7.	Publisher’s Affidavit of Publication of the notice of meeting (once);
	8.	Notarized Secretary’s Certificate on no pending case of intra-corporate dispute;
	9.	Clearance/Favorable recommendation from other Departments of the Commission or from the appropriate regulatory agency, when necessary.
NOTE: The proposed expiration of corporate term for all applications for amendment filed under Section 136 of the RCC must contemplate a future date. No application for amendment under Section 136 of the RCC shall be accepted if the proposed expiration of corporate term had already lapsed at the time of filing of the application.

Quasi-Reorganization

1.	Letter request to undergo quasi-reorganization signed by the officer
2.	Certification under oath by the Corporate Secretary on board of directors resolution approving the quasi-reorganization
3.	Appraisal report of the fixed assets (real properties, permanently installed fixed assets and machineries and equipment directly needed and actually used in the business), if appraisal increment is not yet reflected in the audited financial statements
4.	Audited financial statements as of the last fiscal year received by BIR and SEC
5.	Schedule showing the details of the appraised properties certified by the company accountant
6.	Analysis of the revaluation increment certified by the company accountant
7.	Projective financial statements for the next five (5) years certified by the company accountant
8.	Certification by the President that the appraised properties are directly needed and actually used in business
9.	Notarized Secretary’s Certificate on no pending case involving intra-corporate disputes
10.	Monitoring Clearance from Financial Analysis and Audit Division (FAAD) or, if available, a copy of updated Monitoring Clearance from Compliance Monitoring Division (CMD) and/or clearance from other Department of the Commission or other government agencies, if applicable.

Equity Restructuring

1.	Letter request to undergo equity restructuring signed by the officer
2.	Certification under oath by the Corporate Secretary on the board resolution approving the equity restructuring plan
3.	Audited financial statements as of the last fiscal year received by BIR and SEC
4.	Notarized Secretary’s Certification on no pending case involving intra-corporate dispute
5.	Monitoring Clearance from Financial Analysis and Audit Division (FAAD) or, if available, a copy of updated Monitoring Clearance from Compliance Monitoring Division (CMD) and/or clearance from other Department of the Commission or other government agencies, if applicable.

Creation of Additional Paid-In Capital

1.	Letter request to create APIC signed by the officer
2.	Certification under oath by the Corporate Secretary on the Board of Directors resolution approving the creation of APIC
3.	List of stockholders of record as of date of Board of Directors meeting approving the creation of APIC, indicating their nationalities and their respective subscribed and paid-up capital certified under oath by the Corporate Secretary
4.	Notarized Secretary’s Certification on no pending case involving intra-corporate dispute
5.	Monitoring Clearance from Financial Analysis and Audit Division (FAAD) or, if available, a copy of updated Monitoring Clearance from Compliance Monitoring Division (CMD) and/or clearance from other Department of the Commission or other government agencies, if applicable. >>Additional Requirements Depending on the Kind of Payment on Subscription
	NOTE: For additional requirements: Refer to additional requirements for Increase of Authorized Capital Stock depending on the kind of payment for subscription

Cash Dividend Declaration

1.	Certification under oath by the Corporate Secretary on the board of directors resolution declaring cash dividends
2.	Audited financial statements as of the last fiscal year stamped received by BIR and SEC;
3.	Reconciliation of retaned earnings available for dividend declaration in accordance with SEC Memorandum Circular No. 11, series of 2008
4.	Notarized Secretary’s Certificate of the Board resolution as of the reversal of appropriated retained to unappropriated retained earnings,
5.	Secretary’s Certificate on no pending case of intra-corporate dispute
6.	Monitoring Clearance from Financial Analysis and Audit Division (FAAD) or, if available, a copy of updated Monitoring Clearance from Compliance Monitoring Division (CMD) and/or clearance from other Department of the Commission or other government agencies, if applicable.

Stock Dividend Declaration on Unissued Authorized Capital Stock

1.	Certification under oath by the Corporate Secretary on the declaration of stock dividends by majority of the directors and the stockholders representing 2/3 of the outstanding capital stock
2.	Audited financial statements as of the last fiscal year stamped received by BIR and SEC
3.	List of stockholders with their respective subscribed capital stock as of the date meeting approving the declaration of stock dividend together with the allocation of stock dividend certified under oath by the Corporate Secretary
4.	Analysis of capital structure certified under oath by the Treasurer
5.	Reconciliation of retained earnings available for dividend declaration in accordance with SEC Memorandum Circular No. 11 series of 2008
6.	Notarized Secretary’s Certificate of the Board Resolution as to the reversal of appropriated retained earnings to unappropriated retained earnings, if applicable
7.	Secretary’s Certificate on no pending case of intra-corporate dispute
8.	Notarized Secretary’s Certificate certifying that on the basis of the computation of the Finance Officer, the allocation of stock dividend as indicated in the list of stockholders of record (item 4) is in proportion to the shareholdings of stockholders as of date of declaration/record date and the treatment of resulting fractional shares (if any), are true and correct
9.	Monitoring Clearance from Financial Analysis and Audit Division (FAAD) or, if available, a copy of updated Monitoring Clearance from Compliance Monitoring Division (CMD) and/or clearance from other Department of the Commission or other government agencies, if applicable.

Property Dividend Declaration

1.	Certification under oath by the Corporate Secretary on the board of directors resolution declaring the property dividend
2.	Audited financial statements as of the last fiscal year received by BIR and SEC
3.	List of stockholders with their respective subscribed capital stock as of the date meeting approving the declaration of property dividend together with the allocation of stock dividend certified under oath by the Corporate Secretary
4.	Detailed schedule of the property account appearing in the audited financial statements
5.	Certification by the President that the property(ies) for dividend declaration is/are no longer needed in the operation of the company
6.	Reconciliation of retained earnings available for dividend declaration
7.	Notarized Secretary’s Certificate on no pending case involving intra-corporate dispute
8.	Monitoring Clearance from Financial Analysis and Audit Division (FAAD) or, if available, a copy of updated Monitoring Clearance from Compliance Monitoring Division (CMD) and/or clearance from other Department of the Commission or other government agencies, if applicable.

Certification of Paid-Up Capital/Capital Structure

1.	Letter request for certification signed by officer/representative
2.	Audited financial statements as of the last fiscal year stamped received by BIR and SEC
3.	List of stockholders with their respective subscribed and paid-up capital certified under oath by the Corporate Secretary.
4.	Notarized Secretary’s Certificate on no pending case of intra-corporate dispute
5.	Monitoring Clearance from Financial Analysis and Audit Division (FAAD) or, if available, a copy of updated Monitoring Clearance from Compliance Monitoring Division (CMD) and/or clearance from other Department of the Commission or other government agencies, if applicable.
	Note: Submit interim audited financial statements in case payment for subscription is paid after the date of audited financial statements as of the last fiscal year

Certification of Percentage of Ownership

1.	Letter request for certification signed by officer/representative
2.	Audited financial statements as of the last fiscal year stamped received by BIR and SEC
3.	List of stockholders with their respective subscribed and paid-up capital certified under oath by the Corporate Secretary
4.	Notarized Secretary’s Certificate on no pending case of intra-corporate dispute
5.	Stock and transfer book of the corporation (to be presented for verification)
6.	Monitoring Clearance from Financial Analysis and Audit Division (FAAD) or, if available, a copy of updated Monitoring Clearance from Compliance Monitoring Division (CMD) and/or clearance from other Department of the Commission or other government agencies, if applicable.

Creation of Bonded Indebtedness

1.	Certificate of creation of bonded indebtedness
2.	Audited financial statements as of the last fiscal year received by BIR and SEC
3.	If item 2 is more than six (6) month old, submit unaudited financial statements for the current period, certified by the company accountant
4.	List of the company’s properties, with the book value, appraised or bondable value which will be used to secure the projected bond issues, certified by the company accountant
5.	Projected financial statements showing the utilization of the proceeds of the bonds and the redemption of the bond issues, signed by the company accountant
6.	Trust indenture, signed by the corporation and the trustee; and
7.	Sample form of the mortgaged bond certificate to be issued
8.	Notarized Secretary’s Certificate on no pending case of intra-corporate dispute
9.	Monitoring Clearance from Financial Analysis and Audit Division (FAAD) or, if available, a copy of updated Monitoring Clearance from Compliance Monitoring Division (CMD) and/or clearance from other Department of the Commission or other government agencies, if applicable.

Confirmation of Valuation

1.	Letter request confirming the valuation (for Non-Cash Payment/Subscription)
2.	Certification under oath by the Corporate Secretary on the board resolution approving the additional issuance of shares of stock
3.	List of stockholders with the nationalities, amount subscribed and paid up and the subscribers to the new shares certified under oath by the Corporate Secretary.
4.	Notarized Secretary’s Certificate on no pending case of intra-corporate dispute
5.	Notarized Secretary’s Certificate certifying that all non-subscribing stockholders waived their respective pre-emptive rights or attesting on the resolution by the stockholders representing at least 2/3 of the outstanding capital stock approving the issuance of shares in exchange for property or previously incurred indebtedness >>Additional Requirements Depending on the Kind of Payment on Subscription
6.	If foreign equity is increased to more than 40%, registration under FIA is required
7.	Monitoring Clearance from Financial Analysis and Audit Division (FAAD) or, if available, a copy of updated Monitoring Clearance from Compliance Monitoring Division (CMD) and/or clearance from other Department of the Commission or other government agencies, if applicable.
	Note: For additional requirements refer to the additional requirements for Increase of Authorized Capital Stock

Company

Amendment

Reclassification/Declassification/Conversion of Shares

Merger/Consolidation

Dissolution of Stock and Non-Stock (Corporate Term)

Quasi-Reorganization

Equity Restructuring

Creation of Additional Paid-In Capital

Cash Dividend Declaration

Stock Dividend Declaration on Unissued Authorized Capital Stock

Property Dividend Declaration

Certification of Paid-Up Capital/Capital Structure

Certification of Percentage of Ownership

Creation of Bonded Indebtedness

Confirmation of Valuation

Voting Trusts

Registration of Lost Stock and Transfer Book/Membership Book

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1.	Notarized Voting Trust Agreement
2.	Under oath secretary’s certification on the number of shares of the stockholder/trustor
3.	Compliance Monitoring Division (CMD) Clearance and/or clearance from other Department of the Commission*

1.	Hard Copy of Replacement Stock and Transfer Book/Membership Book
2.	Affidavit of Loss; and
3.	Secretary’s Certificate of No-Intra Corporate Dispute