Module 1: Republic Act No. 8799

Question 1

THE SECURITIES REGULATION CODE (RA No. 8799)
Chapter I - Titles and Definitions

Answer 1

Sec 1. Title (The Securities Regulation Code)
Sec 2. Declaration of State Policy
Sec 3. Definition of Terms

Question 2

are shares, participation, or interests in a corporation or in a commercial enterprise or profit-making venture and evidenced by a certificate, contract, instrument, whether written or electronic in character.

Answer 2

securities

(RA No. 8799 Sec 3)

Question 3

the originator, maker, obligor, or creator of the security

Answer 3

issuer

(RA No. 8799 Sec 3)

Question 4

is a person engaged in the business of buying and selling securities for the account of others

Answer 4

broker

Question 5

means any person who buys and sells securities for his/her own account in the ordinary course of business

Answer 5

dealer

(RA No. 8799 Sec 3)

Question 6

is an employee thereof who, directly exercises control of supervisory authority, but does not include a salesman, or an agent or a person whose functions are solely clerical or ministerial

Answer 6

associated person of a broker or dealer

(RA No. 8799 Sec 3)

Question 7

is any person who acts as intermediary in making deliveries upon payment to effect settlement in securities transactions

Answer 7

cleaning agency

Question 8

THE SECURITIES REGULATION CODE (RA No. 8799)
Chapter II - Securities and Exchange Commission

Answer 8

Sec 4. Administrative Agency
Sec 5. Powers and Functions of the Commission
Sec 6. Imdemnification and Responsibilities of Commissioners
Sec 7. Reorganization

Question 9

THE SECURITIES REGULATION CODE (RA No. 8799)
Chapter III - Registration of Securities

Answer 9

Sec 8. Requirement of registration of securities
Sec 9. Exempt Securities
Sec 10. Exempt Transactions
Sec 11. Commodity Futures Contracts
Sec 12. Procedure for registration of securities
Sec 13. Rejection and revocation of registration of securities
Sec 14. Amendments to the Registration Statement
Sec 15. Suspension of Registration

Question 10

THE SECURITIES REGULATION CODE (RA No. 8799)
Chapter IV - Regulation of pre-need plans

Answer 10

Sec 16. pre-need plans

Question 11

THE SECURITIES REGULATION CODE (RA No. 8799)
Chapter V - Reportorial Requirements

Answer 11

Sec 17. Periodic and other reports of issuers
Sec 18. Reports by five per centum

Question 12

THE SECURITIES REGULATION CODE (RA No. 8799)
Chapter VI - Protection of Shareholder Interests

Answer 12

Sec 19. Tender Offers
Sec 20. Proxy Solicitations
Sec 21. Fees for tender offers and certain proxy solicitations
Sec 22. Internal record keeping and accounting controls
Sec 23. Transactions of directors, officers, and principal stockholders

Question 13

THE SECURITIES REGULATION CODE (RA No. 8799)
Chapter VII - Prohibitions on fraud, manipulation and insider trading

Answer 13

Sec 24. Manipulation of security prices; devices and practices
Sec 25. Regulation of option trading
Sec 26. Fraudulent Transactions
Sec 27. Insider’s Duty to disclose when trading

Question 14

THE SECURITIES REGULATION CODE (RA No. 8799)
Chapter VIII - Regulation of securities market professionals

Answer 14

Sec 28. Registration of brokers, dealers, salesmen and associated person
Sec 29. revication, refusal or suspension of registration of broker’s, dealers, salesmen, and associated persons
Sec 30. Transactions and Responsibility of brokers and dealers
Sec 31. Development of securities market professionals

Question 15

THE SECURITIES REGULATION CODE (RA No. 8799)
Chapter IX - Exchanges and other securities trading markets

Answer 15

Sec 32. Prohibition on Use of unregistered exchange; regulation of over-the-counter markets
Sec 33. Registration of exchanges
Sec 34. Segregation and limitation of functions of members
Sec 35. Additional fees of exchanges
Sec 36. Powers with respect to excahnges and other trading market
Sec 37.registration of unnivative and other trading markets
Sec 38. Independent Directors

Question 16

THE SECURITIES REGULATION CODE (RA No. 8799)
Chapter X - Registration, responsibilities and oversight of self-regulatory organizations

Answer 16

Sec 39. Associations of securities brokers, and dealers, and other securities related organizations
Sec. 40. powers with respect to self-regulatory organizations

Question 17

THE SECURITIES REGULATION CODE (RA No. 8799)
Chapter XI - Acquisition and transfer of securities and settlement of transactions in securities

Answer 17

Sec 41. Prohibition on use of unregistered clearing agency
Sec 42. registration of clearing agencies
Sec 43. Uncertificated securities
Sec 44. Evidentiary Value of clearing agency record
Sec 45. pledging a security or interest therein
Sec 46. Issuer’s responsibility for wrongful transfer to registered clearing agency
Sec 47. power of the commission with respect to securities

Question 18

THE SECURITIES REGULATION CODE (RA No. 8799)
Chapter XII - Margin and Credit

Answer 18

Sec 48. Margin requirements
Sec 49. Restrictions in borrowing by members, brokers and dealers
Sec 50. Enforcement of margin requirements and restrictions on borrowing

Question 19

THE SECURITIES REGULATION CODE (RA No. 8799)
Chapter XIII - General provisions

Answer 19

Sec 51. liabilities of controlling persons, aider and abettor and other secondary liability
Sec 52. accounts and records, reports, examination of exchanges, members, and others
Sec 53. Investigations, injunctions, and prosecution of offenses.
Sec 54. Administrative Sanctions
Sec 55. Settlement offers
Sec 56. Civik Liabilities on account of false registration statement
Sec 57. Civil Liabilities arising in connection with prospectus, communications and reports
Sec 58. civil liability for fraud in connection with securities transactions
Sec 59. Civil kiability for manipulation of security prices
Sec 60. civil liability with respect to commodity futures
Sec 61. civil liability on account of insider trading
Sec 62. limitation of actions
Sec 63. Amount of damages to be awarded
Sec 64. Cease and desist order
Sec 65. substituted service upon the commission
Sec 66. Revelation of information filed with the commission
Sec 67. effect of action of commission and unlawful representation with respect thereto
Sec 68. Special accounting rules
Sec 69. Effect on existing law
Sec 70. Juridicial review of commission orders
Sec 71. validity of contracts
Sec 72. rules and regulations; effectivity
Sec 73. penalties
Sec 74. Transitory provisions
Sec 75. partial use of income
Sec 76. Repealing clause
Sec 77. separability clause
Sec 78. effectivity

Question 20

an organized marketplace or facility that brings together buyers and sellers and executes trades of securities and/or commodities

Answer 20

exchange

(RA No. 8799 Sec 3)

Question 21

means
(a) the issuer
(b) a director or officer or a person controlling the officer
(c) person whose relationship or former relationship to the issuer gives or gave him access to material information about the issuer or the security that is not generally available to the public.
(d) government employee, or director, or officer of an exchange, clearing agency and/or self-regulatory organization who has access to material information about an issuer or a security that us not generally avaikable to the public
(e) a person who learns such information by a communication from any of the foregoing insiders.

Answer 21

insider

(RA No. 8799 Sec 3)

Question 22

contracts which provide for the performance of future services or the payment of future monetary considerations at the time of actual need, for which planholders pay in cash or installment at stated prices, with or without interest or insurance coverage and includes life, pension, education, interment, and other plans which the commission may from time to time approve.

Answer 22

pre-need plans

(RA No. 8799 Sec 3)

Question 23

is a person who, acting alone or with others, takes initiative in founding and organizing the business or enterprise of the issuer and receives consideration therefor

Answer 23

promoter

(RA No. 8799 Sec 3)

Question 24

is the document made by or on behalf of an issuer, underwriter or dealer to sell or offer securities for sale to the public through a registration statement filed with the commission

Answer 24

prospectus

(RA No. 8799 Sec 3)

Question 25

is the application for the registration of securities required to be filed with the commission

Answer 25

registration statement

(RA No. 8799 Sec 3)

Question 26

is a natural person, employed as such or as an agent, by a dealer, issuer or broker to buy and sell securities

Answer 26

salesman

(RA No. 8799 Sec 3)

Question 27

is a security evidenced by electronic or similar records

Answer 27

uncertificated security

(RA No. 8799 Sec 3)

Question 28

is a person who guarantees on a firm commitment and/or declared best effort basis the distribution and sale of securities of any kind by another company.

Answer 28

underwriter

(RA No. 8799 Sec 3)