Module 1: Fixing of Records/Payment Dates

Question 1

T or F. All corporations whose securities are registered under the Securities Regulation Code are required to first
register with the Commission any or all offers to subscribe to shares from increases in the authorized capital stock.

Answer 1

T

Question 2

All corporations declaring _______ or _______________ must secure approval of stockholders within________ from such declaration by the _______________ . The Board Resolution shall be specific as to the amount of stock or property dividend.

Answer 2

stock or property dividends; 45 days; Board of Directors

Question 3

Rules in Declaring Stock Dividend in connection with an Increase in Authorized Capital Stock:

• Approval of the ______________ must be secured within __________ upon the declaration of the _____________ by the
Board of Directors;

• Application for increase in authorized capital stock and for the registration of the securities must be filed with the ____, within ___________ from the date of the approval by the stockholders;

• The record of such declaration shall not be _________________ nor ____________ after clearances and approvals by the Commission shall

Answer 3

• stockholders; (30) days; stock dividend
• SEC; forty five (45) days
• less than ten (10) days; more than (30) days

Question 4

Sanctions for violation of any of the provisions of the rules

Answer 4

• Fine of no less than Two Hundred (200.00) pesos nor more than Fifty Thousand (P50,000.00) pesos plus not more than Five Hundred (P500.00) pesos for each day of continuing violation;
• Suspension or Revocation of Certificate of Registration or permit to offer securities; and
• Other penalties within the power of the Commission

Question 5

Sample Problem:

Date of Approval of the Increase of Authorized Capital Stock: 18 June 2017
(Subscription is by way of payment of stock
dividend)

Record Date for stock dividend declaration: 18 July 2017
Request for Change of Record Date: 28 August 2017

How much is the violation of the Rules?

Answer 5

• Violation of the Rules for a period of 41 days
(from 18 July 2017 to 28 August 2017).

Fine: P 50,000.00 (Maximum)
+ 20,500.00 (P500.00 x 41 days)
Total 70,500.00