QuestionsQuestions (BSP CIRCULAR NO. 718, S. 2011)
It amends the Manual of Regulations for Banks (MORB) provisions on transactions involving voting shares of stock of banks, including ownership/control limits, unlawful and void transactions, requirements for prior BSP/Monetary Board approval, and duties of the corporate secretary.
It provides that “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 additional rule that the aggregate foreign-owned voting stock owned by such persons in that bank shall not exceed forty percent (40%).
Qualified foreign banks may own or control up to sixty percent (60%) of the voting stock of a domestic bank, provided that the aggregate foreign-owned voting stock owned by qualified foreign banks (including foreign individuals and non-bank corporations) does not exceed sixty percent (60%).
Yes. Each may own up to forty percent (40%) of the voting stock of a domestic bank, and there is no ceiling on the aggregate ownership by such individuals and non-bank corporations.
They may own a combined maximum of forty percent (40%) of the voting stock of a domestic bank.
Individuals related within the fourth degree of consanguinity or affinity (legitimate, illegitimate, or common-law) are considered family groups/related interests; each may own up to forty percent (40%) of the voting stock, provided the relationship is fully disclosed in all transactions.
Two or more such corporations are considered related interests; each corporation may own up to forty percent (40%) of the voting stock, provided the relationship is fully disclosed in transactions.
Yes. The equity investment of any cooperative in any Coop Bank shall not exceed forty percent (40%) of the subscribed capital stock of the Coop Bank.
By the citizenship of all stockholders in that bank.
It follows the citizenship of the controlling stockholders of that corporation, regardless of the place of incorporation; “controlling stockholders” are those holding more than fifty percent (50%) of the corporation’s voting stock.
It declares certain transactions unlawful and void, specifically those that result in ownership/control beyond statutory/BSP ceilings, or arrangements (e.g., voting trusts/proxies) that vest voting rights or control beyond ceilings.
When a transaction will result in ownership/control of more than twenty percent (20%) of voting shares enabling election of directors (or being elected), or when it effects a change in majority ownership/control from one group to another, subject to compliance with prescribed minimum capital requirements.
The corporate secretary must hold the registration in abeyance and inform the parties in writing.
Among others, the corporate secretary must ascertain the identity and citizenship of the subscriber/purchaser/transferee/recipient, require disclosure of related interests, require execution of an affidavit by the transferee/recipient, and deny or hold in abeyance registration if the transaction would exceed ceilings or needs approval that has not been secured.
The corporate secretary may commence an action before the appropriate body.
Any willful delay in submitting the required request and documents (within the stated time frames) subjects the transferor/transferee (or both) to sanctions under Section 36 of R.A. No. 7653, and directors/officers may be subject to administrative sanctions under Section 37 of R.A. No. 7653.
Conversion is allowed only up to the prescribed ceilings and is subject to prior Monetary Board approval whenever the conversion will result in significant ownership of the voting/common shares by any person or group, as provided in Subsec. X126.2(b).