What is the deadline and marking requirement for a foreign corporation to file amendments to its articles of incorporation or bylaws? Whenever the articles of incorporation or bylaws of a licensed foreign corporation are amended, the corporation must file an authenticated copy of the amended documents with the SEC within sixty (60) days after the […]
What action is required if a licensed foreign corporation changes its corporate name or desires to pursue additional purposes? A foreign corporation authorized to transact business in the Philippines must obtain an amended license in the event it changes its corporate name (SEC. 148, Revised Corporation Code of the Philippines). The same requirement applies if
What is the restriction on a foreign corporation’s ability to maintain or intervene in legal actions in the Philippines without a license? No foreign corporation transacting business in the Philippines without a license, nor its successors or assigns, shall be permitted to maintain or intervene in any action, suit, or proceeding in any court or
What are the grounds upon which the SEC may revoke or suspend the license of a foreign corporation? The SEC may revoke or suspend a foreign corporation’s license for several reasons, without prejudice to other special laws (SEC. 151, Revised Corporation Code of the Philippines). Grounds include failure to file its annual report or pay
What documents must be published when a foreign corporation files a petition for withdrawal of its license to transact business? Before the SEC issues a certificate of withdrawal for a foreign corporation’s license, all claims and taxes lawfully due in the Philippines must be paid or settled (SEC. 153, Revised Corporation Code of the Philippines).
What restrictions apply to the SEC when publishing findings or information concerning a violation? The SEC is authorized to investigate and publish its findings, orders, opinions, advisories, or information concerning any alleged violation of the Code or its regulations (SEC. 154, Revised Corporation Code of the Philippines). However, this publication power is explicitly subject to
What is the purpose and maximum validity period for a Cease and Desist Order ex parte issued by the SEC? The SEC may issue a cease and desist order ex parte to enjoin an act or practice which is fraudulent or can be reasonably expected to cause significant, imminent, and irreparable danger or injury to
What is the fine structure imposed for contempt of the SEC? Any person who fails or refuses to comply with a lawful order, decision, or subpoena issued by the SEC, without justifiable cause, shall be held in contempt after due notice and hearing (SEC. 157, Revised Corporation Code of the Philippines). The resulting fine imposed
What is the fine structure imposed for contempt of the SEC? Read More »
What are the maximum and minimum administrative fines the SEC may impose for violating the Code? If the SEC finds that any provision of the Code, rules, or orders has been violated, it may impose several administrative sanctions (SEC. 158, Revised Corporation Code of the Philippines). The primary sanction is the imposition of a fine
What is the dual basis for a stockholder to compel the corporation to purchase shares or compel its dissolution in a close corporation? A stockholder of a close corporation may compel the corporation to purchase their shares at fair value, which must be not less than the par or issued value, only when the corporation
