Requirements For The Increase of Capital Stock

Amended provision in the Revised Corporation Code:
SEC. 37. Power to Increase or Decrease Capital Stock; Incur, Create or Increase Bonded
Indebtedness. – No corporation shall increase or decrease its capital stock or incur, create or
increase any bonded indebtedness unless approved by a majority vote of the board of directors
and by two-thirds (2/3) of the outstanding capital stock at a stockholders’ meeting duly called
for the purpose. Written notice of the time and place of the stockholders’ meeting and the
purpose for said meeting must be sent to the stockholders at their places of residence as shown
in the books of the corporation and served on the stockholders personally, or through
electronic means recognized in the corporation’s bylaws and/or the Commission’s rules as a
valid mode for service of notices.
A certificate must be signed by a majority of the directors of the corporation and countersigned
by the chairperson and secretary of the stockholders’ meeting, setting forth:
(a)That the requirements of this section have been complied with;
(b)The amount of the increase or decrease of the capital stock;
(c)In case of an increase of the capital stock, the amount of capital stock or number of shares of
no-par stock thereof actually subscribed, the names, nationalities and addresses of the persons
subscribing, the amount of capital stock or number of no-par stock subscribed by each, and the
amount paid by each on the subscription in cash or property, or the amount of capital stock or
number of shares of no-par stock allotted to each stockholder if such increase is for the purpose
of making effective stock dividend therefor authorized;
(d)Any bonded indebtedness to be incurred, created or increased;
(e)The amount of stock represented at the meeting; and
(f)The vote authorizing the increase or decrease of the capital stock, or the incurring, creating
or increasing of any bonded indebtedness.
Any increase or decrease in the capital stock or the incurring, creating or increasing of any
bonded indebtedness shall require prior approval of the Commission, and where appropriate,
of the Philippine Competition Commission. The application with the Commission shall be made
within six (6) months from the date of approval of the board of directors and stockholders,
which period may be extended for justifiable reasons.
Copies of the certificate shall be kept on file in the office of the corporation and filed with the
Commission and attached to the original articles of incorporation. After approval by the
Commission and the issuance by the Commission of its certificate of filing, the capital stock
shall be deemed increased or decreased and the incurring, creating or increasing of any
bonded indebtedness authorized, as the certificate of filing may declare: Provided, That the
Commission shall not accept for filing any certificate of increase of capital stock unless
accompanied by a sworn statement of the treasurer of the corporation lawfully holding office
at the time of the filing of the certificate, showing that at least twenty-five percent (25%) of
the increase in capital stock has been subscribed and that at least twenty-five percent (25%)
of the amount subscribed has been paid in actual cash to the corporation or that property,
the valuation of which is equal to twenty-five percent (25%) of the subscription, has been
transferred to the corporation: Provided further, That no decrease in capital stock shall be
approved by the Commission if its effect shall prejudice the rights of corporate creditors.
Nonstock corporations may incur, create or increase bonded indebtedness when approved by a
majority of the board of trustees and of at least two-thirds (2/3) of the members in a meeting
duly called for the purpose.
Bonds issued by a corporation shall be registered with the Commission, which shall have the
authority to determine the sufficiency of the terms thereof.
SEC Documentary Requirements for the Increase of Capital Stock:1
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 government agencies, if applicable.
1
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Requirements For The Increase of Capital Stock

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Amended provision in the Revised Corporation Code:

(a)That the requirements of this section have been complied with;

(b)The amount of the increase or decrease of the capital stock;

(d)Any bonded indebtedness to be incurred, created or increased;

(e)The amount of stock represented at the meeting; and

SEC Documentary Requirements for the Increase of Capital Stock:1

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