A Revisit of SEC Legal Opinion for 2018-2019: Analyses on the Impact of the Revised Corporation Code

To date, the SEC Office of the General Counsel has already issued around 50 Legal Opinions covering various accounting, legal, and statutory compliance concerns. These opinions, covering 2018 and 2019, are pursuant to the requests of stakeholders and different organizations, whether stock or non-stock and profit oriented or not.

From simple areas of concerns such as life and existence of corporation, capitalization requirement, nationalities of directors/trustees and officers of the corporation, payment of compensation of directors and trustees up to complex issues such as intra-corporate disputes, restrictions on foreign equity, mergers and acquisitions, and dissolution and liquidation, among others. Now is the right time to revisit these controversial SEC Legal Opinions and to assess the impact on everyone’s statutory compliance.

These issuances are also relevant and intertwined with the recent passage of the Revised Corporation Code on February 20, 2019 which will shape the corporate legal and housekeeping compliance of companies.  

This half day tax talk event will cover the following topics:

• Valuation of non-cash property to create Additional Paid-In Capital and/or consideration on shares of stocks subscribed
• Foreign equity and ownership restrictions on non-scheduled domestic air transport
• Requirements for foreign companies such as branch, representative office, ROHQs, and RHQs on posting of securities deposit as a pre-requisite for issuance of license, a revisit of changes in policies and guidelines introduced by the Revised Corporation Code
• Limitations on the powers and functions of officers of condominium corporations under hold-over capacity and pending election
• Corporate term of educational institution registered under the Old and New Corporation Law
• Prohibitions on hiring foreign personnel as employee or officer on companies covered under partly nationalized; foreigner as prohibited President
• Assignment of shares by husband to wife; responsibilities, obligations, and associated liabilities of Corporate Secretary
• Effectivity of merger notwithstanding approval of SEC; requirements and related consequences if merger involves domestic corporation merging with foreign company with License to Do Business; merger of ROHQs and its related effects
• Citizenship and composition of the incorporators, directors, and officers of a corporation engaged in the practice of architecture
• Foreign equity ownership restriction to supplier of CCTV camera and private security agencies
• Computation of earnings available for cash dividend declaration; a revisit of treasury stock implication on the computation of retained earnings;
• Limitations of activities of holding company; statutory requirement on the establishment and composition of officers and owners of financing company
• Assignment of all or substantially all of the assets of the corporation; limitations on the exercise of business judgment by Board of Directors
• Nationality requirement of telecommunication company; a revisit of application of grandfather rule and control rule
• Post-production facility considered as mass media and therefore covered under foreign-equity restriction and limitation
• Digital platform may be advertising or mass media governed by ownership equity restriction and limitation
• Foreign equity restriction for restaurants covered under Retail Trade Law
• Justifications on the delay of Annual Stockholder’s Meeting and election of officers; resolution of intra-corporate controversy pending before Regional Trial Court
• Ownership requirement for investment houses
• Power generation, power trading, power supply, power distribution and transmission and application of Anti-Dummy Law
• Ice cold storage and facility may be considered public utility and covered by restrictions under Anti-Dummy Law
• Chairman, not an officer, may become an Independent Board in publicly-listed companies
• Corporate term of religious organization is perpetual unless limited by amendment
• Medical distribution may be covered by nationality restrictions; discussion on ultra vires acts and purpose clause
• Legal capacity of dissolving company to file a case
• Delegation to the Board vs. delegation to the stockholders of banks, limitations and qualifications

For inquiries and reservations, please email taxseminars@dmdcpa.com.ph.