MANILA, Philippines —The Securities and Exchange Commission (SEC), the corporate regulator, is giving companies more leeway in doing business amid the coronavirus disease 2019 or COVID-19 pandemic.
The SEC said it would now accept articles of incorporation authenticated by incorporators in yet another move that relaxes the requirements for the registration of domestic corporations.
SEC chairperson Emilio B. Aquino said by easing the requirements for company registration, the SEC hopes to encourage the business sector to continue to thrive.
“We hope to further encourage the formation of businesses and attract more investments that will subsequently generate more employment opportunities and support our economy’s overall growth,” he said.
Companies may submit articles of incorporation that are accompanied by a certificate of authentication signed by all incorporators in the prescribed form.
Both the articles of incorporation and the certificate of authentication will no longer have to be notarized or consularized, the SEC said.
However, the incorporators may still choose to acknowledge the articles of incorporation before a notary public.
The SEC said that if executed outside the Philippines, the articles of incorporation may be apostilled or notarized or authenticated by a Philippine diplomatic or consular officer.
In the case of a domestic corporation with more than 40 percent foreign equity, the application for registration of investments of non-Philippine nationals using SEC Form F-100 must be apostilled or notarized or authenticated by a Philippine diplomatic or consular officer only if the same is executed outside the country.
However, the SEC warned that the registration of a corporation, which has procured its certificate of registration through fraud or misrepresentation, shall be revoked.
Individuals responsible for the fraud shall be penalized.
“Those responsible for the formation of said corporation or who assisted directly or indirectly therein shall be punished with a fine ranging from P200,000 to P2 million. When the violation is injurious or detrimental to the public, the penalty shall be a fine ranging from P400,000 to P5 million,” the SEC said.
Willfully certifying incomplete, inaccurate, false or misleading statements or reports shall likewise be punishable with a fine ranging from P20,000 to P200,000.
Furthermore, the SEC said that when the wrongful certification is injurious or detrimental to the public, the responsible person may be punished with a fine ranging from P40,000 to P400,000.
This is on top of any other administrative, civil or criminal liability provided under the Revised Corporation Code and other laws