SEC Memorandum Circular No. 4, s.

2014
CRMD Guidelines on Refund and Re-application of ilin! ees and
E"cess #enalties
This memorandum provides guidelines on refund and re-application of fling
fees and excess penalties when it comes to documentary requirements for
the request. The amount to be refunded and re-applied will depend on the
nature and circumstance of the request. These guidelines will be subject to
the approval of the Financial Management epartment of the !ommission.
SEC Memorandum Circular No. $, s.2014
%mendment of t&e #rincipal '(ce %ddress
This provides that existing corporations and partnerships whose articles of
incorporation or partnership indicate only a general address as their principal
o"ce address are directed to fle an amended article of incorporation or
partnership in order to specify their complete o"ce address until #$
ecember %&$' to e(ect a change in their principal o"ce address. The
exception to this rule is when an a(ected corporation or partnership has a
pending application for the amendment of the articles of incorporation or
partnership on any other matter aside from the o"ce address) then) it must
execute an a"davit of underta*ing to e(ect a change in its specifc address.
SEC Memorandum Circular No. ), s.2014
%mendment to t&e Re*ised Code of Corporate Go*ernance
This amends Memorandum !ircular +o. ,) -eries of %&&.) when it comes to
the defnition of corporate governance) the general responsibilities) duties
and functions of the /oard) and with whom the !orporate -ecretary wor*s
with. 0t also amends the article on 1ccountability and 1udit) and isclosure
and Transparency as well.
SEC Memorandum Circular No. 12, s.2014
Clari+cation for C&an!es and ,pdates in t&e %nnual Corporate
Go*ernance Scorecard -%CGR.
This Memorandum provides who shall be the signatories for all the updates
and changes both reportable and not reportable under -ection $2 of the -3!.
1lso) it gives the timeframe as to when the company will consolidate all the
updates and changes made for the whole year.
SEC Memorandum Circular No. 14, s.2014
%mendment to t&e Re*ised Code of Corporate Go*ernance -RCCG. /
E"emption from 0ndependent Director Re1uirement for Close
inancin! Companies
This memorandum provides that Financing !ompanies that are registered as
close corporations are exempt to elect at least two 4%5 independent directors
in their board provided that they amend their 1rticles of 0ncorporation to
state the provisions of the !orporation !ode of the 6hilippines when it comes
to close corporations. 1lso) all commercial papers must be issued only to
directors) o"cers) stoc*holders and related interests 47-305 not exceeding
nineteen 4$.5 persons and to institutional lenders. 8astly) it provides
restrictions on the right to transfer shares shall be provided in the 1rticles of
0ncorporation) /y 8aws and -toc* !ertifcates.
SEC Memorandum Circular No. 12, s.2014
ilin! of S3orn Statement and Certi+cate of E"istence of #ro4ect
Separate from t&e ilin! of inancial Statements
This memorandum provides the guidelines in the fling of the -worn
-tatement by the 6resident and the Treasurer of Foundations on the -ources)
1mounts and 1pplication of Funds and 6rogram 1ctivity 6lanned) 7ngoing
and 1ccomplished 4--5 and !ertifcate of 9xistence of 6rogram 1ctivity 4!965.
The due date for the submission of the -- and !96 is the same as the due
date for the submission of the 1udited Financial -tatements 41F-5. The --
and !96 must have a distinct and separate coversheet from the 1F-. The
letters :--!96; must be indicated in form type boxes in the coversheet page
of the -- and<or !96.