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Increase of Authorized Capital Stock

1. Certificate of Increase of Capital Stock signed by majority of the directors


and certified by Chairman and Corporate Secretary of the stockholders
meeting
2. Treasurer's Affidavit certifying the increase of capital stock, the amount
subscribed and the amount received as payment thereto
3. List of stockholders as of the date of the meeting approving the increase,
showing the nationalities of the subscribers and their respective subscribed
and paid-up capital in the existing authorized capital stock certified by the
corporate secretary
4. Amended Articles of Incorporation;
5. Notarized Secretary's Certificate on no pending case of intra-corporate
dispute
6. Directors Certificate - notarized and signed by majority of the directors and
the corporate secretary certifying (i) the amendment of the Articles of
Incorporation increasing the authorized capital stock, (ii) the votes of the
directors and the stockholders, (iii) the date and place of the stockholders'
meeting (iv) the tax identification number of the signatories which shall be
placed below their names
7. Notarized Secretary's Certificate attesting that non-subscribing
stockholders have waived their pre-emptive rights or attesting the resolution
of the stockholders representing at least 2/3 of the outstanding capital stock
approving the issuance of shares in exchange for a property or previously
incurred indebtedness of the corporation.
8. If the foreign equity is increased to more than 40%, compliance with
registration under Foreign Investments Act
9. Compliance Monitoring Division (CMD) Clearance and/or clearance from
other Department of the Commission*
10. Endorsement/clearance from other governmen agencies,if applicable.

Additional
Requirements
Depending
on the Kind
of Payment
on
Subscription
Decrease of Authorized Capital Stock
Basic Requirements
1. Cover Sheet
2. Certificate of Decrease of Capital Stock
3. Directors’ Certificate – a notarized document signed by majority of the directors and
Corporate Secretary certifying the amendment of the Articles of Incorporation to
decrease the authorized capital, the votes of the directors and the stockholders thereto,
and the date and place of the stockholders meeting
4. Amended Articles of Incorporation
Additional Requirements
1. Audited financial statements as of the last fiscal year stamped received by BIR and
SEC
2. Long-form audit report of item no. 1 (if it involves return of capital)
3. List of creditor/s (if it involves return of capital certified by the auditor of certified
under oath by the company accountant and written consent of each creditor
4. List of stockholders showing the names, nationalities, and their subscribed and paid-
up before and after the decrease certified under oath by the Corporate Secretary
5. Publisher’s affidavit of the publication of the decrease of capital (once in a newspaper
of general circulation)
6. Notarized Secretary’s Certificate that no pending case involving intra-corporate
dispute
7. Clearance from other departments or other government agency
8. Others

Amended Articles of Incorporation (For Stock and Non-Stock Corporations)


Basic Requirements
1. Amended Articles of Incorporation
2. Directors` or Trustees` Certificate - notarized and signed by majority of the directors
or trustees and the corporate secretary, certifying (i) the amendment of the Articles of
Incorporation and indicating the amended provisions, (ii) the vote of the directors or
trustees and stockholders or members, (iii) the date and place of the stockholders` or
members` meeting; and (iv) the tax identification number of the signatories which
shall be placed below their names
3. Notarized Secretary`s Certificate on no pending case of intra-corporate dispute
4. Compliance Monitoring Division (CMD) Clearance and/or clearance from other
Department of the Commission*

Additional Requirements
1. Endorsement/clearance from other government agencies, if applicable
if the provision to be amended is the corporate name, submit:

a. Name Verification Slip

b. Affidavit of a director, trustees or officer undertaking to change corporate


name.(Not required if already stated in the Al)