Minimum Requirements for Investment Companies
- Must be organized as a stock corporation complying with Corporation Code of the Philippines.
- Required minimum subscribed and paid-up capital is at least P50 million; lower capital requirements may be granted to groups under common management.
- All board members must be Filipino citizens.
- All shares must be common and voting shares.
- Articles of Incorporation for open-end companies must include waiver of pre-emptive rights.
- Securities issuance must comply with Revised Securities Act registration.
Sale of Securities
- Minimum investment amount per investor is P5,000 unless otherwise prescribed by the Commission.
- Securities must be sold on a cash basis; installment sales are prohibited.
- All proceeds must be held by a custodian bank.
- Original proponents cannot transfer their shares within 12 months of registration.
- Open-end companies may establish redemption centers approved by the Commission.
Investment of the Fund
- Investment objectives and plans must be clearly stated in the prospectus, classified by risk level, term, investment focus, and mode.
- Changes in investment objectives require approval by majority of shareholders.
- Maximum investment per single enterprise is capped at 10% of the company’s net asset value, excluding government obligations.
- Investments should maintain at least 10% liquid/semi-liquid assets for open-end companies.
- Prohibited from short selling, margin purchases, commodity futures, precious metals, and unlimited liability investments.
- Operational expenses capped at 10% of total investment fund or net worth.
- Borrowings permitted only with at least 300% asset coverage; corrective actions required if coverage falls below.
- Prohibition on participation in underwriting selling groups except own capital stock.
- Restrictions on securities transactions with officers, directors, investment advisers/managers, or related firms.
Redemption of Securities in Open-end Companies
- Investors have redemption rights as per the terms and prospectus.
- Redemption price based on next calculated net asset value per share after cutoff time (12:00 noon daily).
- Daily net asset value must be computed, posted publicly, and published in newspapers.
- Net asset value calculations require Commission approval for changes.
- Payments for redemption made within seven banking days.
- The Commission may suspend redemptions when necessary for public interest or investor protection.
Directors and Officers
- Directors must be Filipino citizens.
- Directors and officers must not possess any statutory disqualifications under the Act.
- Advisory boards may be created.
Investment Company Manager
- Must file an application with the Commission before acting.
- Requirements include minimum unimpaired net worth of P10 million, curriculum vitae of directors, and audited financial statements for three years.
- Registration disapproved for applicants with prior false statements, convictions involving moral turpitude, or violations of securities laws.
Custodian
- Only commercial banks authorized by Bangko Sentral ng Pilipinas to perform trust functions may act as custodians.
- Custodians may serve as transfer agents or dividend disbursing agents but cannot perform investment advisory or management roles for the same investment company.
Reportorial Requirements
- Investment companies must file monthly reports with the Commission within 10 days of each month.
- Reports must include total sales, redemptions, shares outstanding, shares sold and redeemed during the month, and ownership percentages by Filipinos.
Fees
- Fees prescribed under the Investment Company Act, Revised Securities Act, and those imposed by the Commission apply to registration and securities issuance.
Administrative Sanctions
- The Commission may impose sanctions for violations of the Act or Rules, including false or misleading statements in registration or periodic reports.
- Sanctions may also apply for refusal to allow lawful examination of corporate affairs.
- Sanctions are discretionary and provided by law.