Question & AnswerQ&A (BSP CIRCULAR NO. 718, S. 2011)
The term 'corporations' includes partnerships, cooperatives, associations, and other juridical persons/entities.
Foreign individuals and non-bank corporations may own or control up to forty percent (40%) of the voting stock of a domestic bank, with the aggregate foreign-owned voting stock not exceeding 40%.
Qualified foreign banks may own or control up to sixty percent (60%) of the voting stock of a domestic bank, with the aggregate foreign-owned voting stock including foreign individuals and non-bank corporations not to exceed 60%.
Each Filipino individual and domestic non-bank corporation may own up to forty percent (40%) of the voting stock of a domestic bank with no ceiling on aggregate ownership by such individuals and corporations.
The combined ownership of an individual and corporation(s) wholly-owned or majority-owned by him may only own up to forty percent (40%) of the voting stock of a domestic bank.
Individuals related within the fourth degree of consanguinity or affinity, whether legitimate, illegitimate, or common-law, are considered related and subject to disclosure for stockholdings limits.
Such delays can subject the transferor, transferee, or both to sanctions under Section 36 of R.A. No. 7653, including rescission and invalidation of the transaction, administrative sanctions for directors/officers, and criminal charges.
The corporate secretary must verify identity and citizenship of parties, require disclosures of related persons and corporations, obtain affidavits of bona fide ownership, deny or hold abeyance registrations exceeding legal ownership limits or lacking Monetary Board approval, inform stockholders of ownership ceilings, disclose beneficial ownership of shares held in PCD nominee name, and may initiate legal actions on doubtful transactions.
Prior approval is required if the transaction results in ownership or control of more than 20% of voting shares by a person or effects a change in majority ownership or control between groups, with compliance to capital requirements.
Conversion is only allowed to the extent of prescribed ownership ceilings and is subject to prior Monetary Board approval if it results in significant ownership changes, and such provisions must be stated in the preferred stock certificates.