For reportorial requirements, a corporation needs to file the following:

a. General Information Statement within 30 calendar days from date of the actual annual
stockholders’ or members’ meeting; and

b. Audited Financial Statement stamped “RECEIVED” by the Bureau of Internal Revenue

(BIR) within 120 calendar days after the end of the fiscal year, as indicated in the Financial
Statements.

Section 177 of the Revised Corporation Code (Code) provides that the annual financial statement
must be audited by independent certified public accountant. However, if the total asset or
liabilities of the corporation are less than P600,000.00, it only need to be certified by the
corporation’s treasurer or chief financial officer.

The Securities and Exchange Commission (SEC) may place the corporation under delinquent
status, after reasonable notice, should the latter fail to submit the reportorial requirements three
(3) times within period of five (5) years.

For amendment of Articles of Incorporation (AOI), the requirements are:

a. Amended AOI;
b. Directors’ or Trustees’ Certificate which should be notarized and signed by the majority of
the directors or trustees and the corporate secretary, certifying the:
i. amendment of the AOI and the amended provisions
ii. vote of the directors or trustees and stockholders or members
iii. date and place of the stockholders’ or members’ meeting
iv. tax identification number of the signatories placed below their names;
c. Notarized Secretary’s Certificate on no pending case of intra-corporate dispute; and
d. Compliance Monitoring Division Clearance and/or clearance from other Department of
the Commission.
Under Section 15 of the Code, amendment of AOI must be approved by majority of the board of
directors or trustees and stockholders representing at least two-thirds (2/3) of the outstanding
capital stock or 2/3 of members, in case of nonstock corporation. The amendments shall take
effect upon approval by the SEC or from the date of filing if not acted upon by SEC within six (6
months from fate of filing for cause not attributable to the corporation.

For amendment of By-laws, the requirements are:

a. Amended By-laws;
b. Directors’ or Trustees’ Certificate notarized and signed by majority of the directors or
trustees and the corporate secretary, certifying the:
i. amendment of the By-laws and the amended provisions
ii. vote of the directors or trustees and stockholders or members
i. date and place of the stockholders’ or members’ meeting
ii. tax identification number of the signatories placed below their names;
b. Notarized Secretary’s Certificate on no pending case of intra-corporate dispute; and
c. Compliance Monitoring Division Clearance and/or clearance from other Department of
the Commission.

For increase of authorized capital stock, the following are required to be submitted:
a. Certificate of Increase of Capital Stock signed by majority of the directors and certified by
Chairman and Corporate Secretary of the stockholders meeting;
b. Treasurer’s Affidavit certifying the increase of capital stock, the amount subscribed and
the amount received as payment thereto;
c. 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;
d. Amended AOI;
e. Notarized Secretary’s Certificate on no pending case of intra-corporate dispute;
f. Directors’ Certificate which should be notarized and signed by the majority of the
directors and the corporate secretary, certifying the:
i. amendment of the AOI increasing the authorized capital stock
ii. vote of the directors and stockholders
 iii. date and place of the stockholders’ meeting
iv. tax identification number of the signatories placed below their names;
g. Notarized Secretary’s Certificate attesting that non-subscribing stockholders have waived
their pre-emptive right 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;
h. If the foreign equity is increased to more than 40%, compliance with registration under
Foreign Investments Act;
i. Compliance Monitoring Division Clearance and/or clearance from other Department of
the Commission; and
j. Endorsement/ clearance from other government agencies, if applicable.

This applies to banks, banking and quasi- banking institutions, preneed, insurance and trust
companies, non-stock savings and loan associations (NSSLAs), pawnshops, corporations engaged
in money service business, and other financial intermediaries.

For decrease of authorized capital stock, the requirements are:

a. Cover Sheet
b. Certificate of Decrease of Capital Stock
c. Directors’ Certificate which should be notarized and signed by the majority of the
directors and the corporate secretary, certifying the:
i. amendment of the AOI decrease the authorized capital stock
ii. vote of the directors and stockholders
iii. date and place of the stockholders’ meeting
iv. tax identification number of the signatories placed below their names; and
d. Amended AOI.

Every after board and shareholders’ meeting, Minutes of the Meeting is expected. Section 73 of the
Revised Corporation Code provides that the minutes shall set forth in detail:
a. Time and place of meeting;
b. How the meeting was authorized;
c. Notice given;
 d. Agenda;
e. Kind of meeting, whether regular or special;
f. Object of a special meeting;
g. Those present and absent;
h. Every act done or ordered to be done;
i. Yeas and nays; and
j. Motion or proposition.

Section 73 of the Revised Corporation Code mandates that the stock and transfer book shall
contain:
a. a record of all stocks in the names of the stockholders alphabetically arranged;
b. the installments paid and unpaid on all stocks for which subscription has been made;
c. the date of payment of any installment;
d. a statement of every alienation, sale or transfer of stock made;
e. the date of alienation, sale or transfer;
f. by and to whom alienation, sale or transfer is made; and
g. such other entries as the bylaws may prescribe.

As to issuance, Section 63 of the Revised Corporation Code provides that stock certificate shall be
issued to a subscriber only upon full payment of the subscription together with interest and
expenses in case of delinquent shares.

In case of lost or destroyed certificates, under Section 72 of the Revised Corporation Code, the
registered owner shall file an affidavit in triplicate setting forth the circumstances as to how the
certificate was lost, stolen, or destroyed, the number of shares, serial number, and name of
corporation which issued the same.

After verifying, the corporation shall publish a notice in a newspaper of general circulation in the
place where the corporation has its principal office, once a week for three (3) consecutive weeks at
the expense of the registered owner. In lieu thereof, the corporation shall issue a new certificate of
stock, unless the registered owner files a bond or other security as may be required, effective for a
period of one (1) year, for such amount and in such form and with such sureties as may be
satisfactory to the board of directors, in which case a new certificate may be issued even before
the expiration of the one (1) year period provided herein.