Title
SEC Examining and Filing Fees Circular
Law
Sec Circular No. 2, S. 1990
Decision Date
Dec 7, 1990
SEC Circular No. 2, S. 1990 eliminates the ceilings on examining and filing fees for various corporate documents, establishing a fee structure based on a percentage of authorized capital stock or other relevant financial metrics, effective immediately upon publication.

Legal authority and amendment

  • The SEC acts under its powers under P.D. No. 902-A, as amended, R.A. 1143, and B.P. No. 68.
  • The circular amends SEC Circular No. 3, series of 1983 on the SEC Revised Fees and Charges.
  • The circular’s operative change removes examining and filing fee ceilings for the listed documents and transactions.

Policy and implementation directive

  • The SEC issues fee revisions to establish maximum examining and filing fees for specific corporate and securities filings.
  • The revised rates apply after compliance with the publication requirement: publication in two newspapers of general circulation.
  • For compliance, the circular provides guidance and compliance instructions as part of its issuance directive.

Revised examining and filing fees

  • Examining and Filing Fee for Articles of Incorporation for stock corporations with par value is 1/10 of 1% of the authorized capital stock but not less than P200.
  • For stock corporations without par value, the fee is 1/10 of 1% of the authorized capital stock but not less than P200, and each share is taken to be of the par value of P100.00 for fee-fixing purposes.
  • Examining and Filing Fee for amended articles of incorporation of stock corporations where the amendment consists of extending the term of corporate existence is 1/10 of 1% of the authorized capital stock but not less than P200, whether with or without par value.

Capital increase and corporate transactions fees

  • Examining and Filing Fee for Certificate of Increase of capital stock is 1/10 of 1% of the increase in capital stock but not less than P200, whether with or without par value.
  • Fee for merger or consolidation of corporation is 1/10 of 1% of the equity of the absorbed corporations which was used as basis of the merger or consolidation but not less than P1,000.

Foreign corporation licensing fee

  • The filing fee for licensing of foreign corporations depends on the office type.
  • For a branch office, the fee is 1% of the actual inward remittance of the branch office converted into Philippine Currency but not less than P500.
  • For a representative office, the fee is 1/10 of 1% of the amount actually remitted to the Philippine Currency but not less than P500.

Petitions and securities price increase fee

  • For petitions to increase selling price of securities, the fee is 1/10 of 1% of the increase in price but not less than P1,000.

Partnership recording and capital increase fees

  • The recording fee for articles of partnership is 1/10 of 1% of the partnership’s capital but not less than P200.
  • The fee for increase of capital of partnership is 1/10 of 1% of the increase in capital but not less than P200.

Listing fees under P.D. 167

  • For listing fee pursuant to P.D. 167, original listing is 1/10 of 1% of the aggregate value of shares to be listed, but in no case less than P500.
  • For additional listing, the fee is 1/10 of 1% of the additional shares to be listed, but in no case less than P300.

Effectivity and publication rule

  • The circular’s revised rates take effect immediately after publication in two newspapers of general circulation.
  • The circular instructs that the revised fee regime replaces the prior rule only to the extent of removing examining and filing fee ceilings for the enumerated transactions and documents.

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