PERSONS ON WHOSE BEHALF THE CORPORATION IS REGISTERED, NOMINATORS/PRINCIPALS OF THE NOMINEE INCORPORATORS/FIRST DIRECTORS/TRUSTEES AND SHAREHOLDERS APPLYING FOR REGISTRATION MUST BE DISCLOSED TO THE SEC.

• The SEC prescribes guidelines in Preventing the Misuse of Corporations for Illicit Activities through Measures Designed to Promote Transparency of Beneficial Ownership.
• The SEC provides among others:
  • Issuance, sale or offer of bearer shares and bearer share warrants are prohibited.
  • Sale/transfer of shares of stock shall be disclosed and recorded in the Stock and Transfer Book of the issuing corporation within 30 days from the date of sale/transfer. Unless disclosed and recorded, the sale/transfer shall not be effective and binding on the issuer.
    • Exempt in this transaction are sales/transfers of shares of publicly listed companies through Philippine Stock Exchange but beneficial ownership information in the GIS shall remain to be disclosed.
  • Dividends shall be paid when the name of the stockholders appears in the records of the corporation as the owner of the shares of stock for which dividends are being paid.
    • Exempt in this transaction are dividend payments made by publicly listed companies to the PCD Nominee or similar entity authorized to act as depository and custodian of shares
  • Incorporators must disclose the person/s on whose behalf the registration of the corporation was applied for. Timeline: 30 days from the issuance of the company’s SEC registration.
    • Nominee incorporators or applicants for registration, as well as the nominee directors/trustees and nominee shareholders of the applicant corporation shall disclose to the SEC their respective principals or nominators. Otherwise, they shall submit to the SEC a declaration within the same period that they are not nominee incorporators/ nominee applicants/ nominee directors/ nominee subscribers, if such is the fact, and that they are not acting as such for and on behalf of another person.
    • Requirement is not applicable to PCD Nominee
  • Nominee’s period to submit disclosure statement:
    • Those became nominees before the effectivity of this Circular: 30 days from the effectivity.
    • Those became nominees on or after the effectivity of the Circular: 30 days from the time they assumed the role/started acting as nominee.
  • Exemption from Disclosure Requirements:
    • Covered institutions under Section 3(A) of the AMLA
    • SEC MC No. 16, series of 2018
    • Scope of exemption: nominee arrangements on products and services
  • Manner of submission: Online – in such form and manner as the Commission deems practicable.
    • The SEC shall:
      • Electronically acknowledge receipt of the disclosure;
      • Provide access to AMLC;
      • Maintain updated database
      • Not upload the information to the SEC’s accessible database but will be readily available upon request by the authorities.
    • Corporations must keep and preserve in its principal office the information relating to the beneficial owner.
    • Penalty ranges from P5,000 to P2,000,000, suspension or revocation of the certificate of incorporation, other penalties which the SEC may impose, including filing of criminal charges.
    • For your easy reference, the Circular may be accessed HERE. (SEC Memorandum Circular No. 1, 27 January 2021).

OFFER TO PUBLIC OF FRANCHISE PARTNERSHIP PROGRAM PARTAKES OF THE NATURE OF SECURITIES IN THE FORM OF INVESTMENT CONTRACT. (EIPD-2020-0073, 08 January 2021).

CEBU SATELLITE OFFICE IS NOW OPEN. For your easy reference, the Notice may be accessed HERE. (SEC Notice, 02 February 2021).

BUREAU OF INTERNAL REVENUE

BIR DEADLINES FROM FEBRUARY 8 TO 14, 2021 . A gentle reminder on the following deadlines, as may be applicable:

THE BIR ANNOUNCES THE AVAILABILITY OF THE BIR MOBILE TAXPAYER IDENTIFICATION NUMBER VERIFIER APPLICATION.

• The BIR Mobile TIN Verifier App is a service channel for taxpayers to send online TIN validation and TIN inquiry using their mobile phones with real-time response from the concerned BIR Office.
• However, acceptance of walk-in taxpayers to get the service shall still be available in all RDOs to serve our taxpayers with no access to the said mobile service.
• For your easy reference, the Circular may be accessed HERE. (Revenue Memorandum Circular No. 13-2021, 27 January 2021).

VAT REFUNDS FILED ON OR AFTER JANUARY 19, 2021 SHALL BE PROCESSED PURSUANT TO REVENUE MEMORANDUM ORDER NO. 47-2020.

• The BIR clarifies the effectivity date of Revenue Memorandum Order No. 47-2020 which imposed new documentary requirements for the processing of VAT Refund Claims pursuant to Section 112 of the Tax Code of 1997, as amended.
• It clarifies:
  • VAT refund claims filed prior to January 19, 2021 shall be filed and processed following the guidelines and procedures set forth in Revenue Memorandum Circular No.47-2019 and RMO No. 25-2019; and
  • VAT refund claims filed on or after January 19, 2021, the effectivity date of RMO No. 47-2020, shall be filed and processed in accordance with the guidelines and procedures indicated thereto.
• For your easy reference the issuance may be accessed HERE. (Revenue Memorandum Circular No. 14-2021, 27 January 2021).

THE BIR ANNOUNCES THE AVAILABILITY OF CENTRAL BUSINESS PORTAL (CBP)

• CBP is an online system which serves a a central system to receive applications and captures application data involving business-related transactions from difference government agencies (SEC, BIR, SSS, PhilHealth, and Pag-Ibig)
• Features:
  • Registration of Corporations with SEC  and issuance of the corresponding Company Registration Number
  • Issuance of Tax Identification Number of new corporations
  • Identification of the national internal revenue taxes which the new corporation will be liable to
  • Payment of the Annual Registration Fee of P500 and Loose Documentary Stamp Tax of P30 through the ePayment facilities or manually at the Revenue District office
  • Generation of BIR electronic Certificate of Registration (COR). The electronic COR bears a QR Code that serves as a security feature to prove authenticity of the COR
    • After securing the BIR electronic COR through CBP. The taxpayer shall proceed to the RDO indicated in the electronic COR, to buy its BIR Printed Receipts/Invoices in order to start its business operation immediately after its registration. Otherwise, it may apply for Authority to Print its own receipts/invoices to be printed by the BIR Accredited Printers
  • For its initial implementation, the CBP shall be available to the following domestic corporations:
    • Corporations with 2 to 4 incorporators
    • Regular corporations whose incorporators are juridical entities and/or the capital structure is not covered by 25%-25% rule; and
    • One Person Corporation.
  • For your easy reference, the issuance may be accessed HERE. (Revenue Memorandum Circular No. 15-2021, 27 January 2021).

THE BIR EXTENDS THE DEADLINE FROM JANUARY 31, 2021 TO FEBRUARY 28, 2021 OF THE FILING OF BIR NOS. 1604-C AND 1604-F INCLUDING 4^TH QUARTER AND ANNUAL ALPHABETICAL LIST OF EMPLOYEES/PAYEES FROM WHOM TAXES WERE WITHHELD (ALPHALIST) USING THE ALPHALIST DATA ENTRY AND VALIDATION MODULE VERSION 7.

• Resubmission of alphalist that were already submitted prior to the issuance of this MRC using the old version of the module is no longer required.
• For easy reference, the issuance may be accessed HERE (Revenue Memorandum Circular No. 17-2021, 26 January 2021).

COPIES OF CERTIFICATE OF COMPENSATION PAYMENT/TAX WITHHELD FOR COMPENSATION PAYMENT WITH OR WITHOUT TAX WITHHELD (BIR FORM NO. 2316) WITHOUT THE SIGNATURE OF THE CONCERNED EMPLOYEE SHALL BE ACCEPTED BY THE BIR, PROVIDED THAT THE CERTIFICATES ARE DULY SIGNED BY THE AUTHORIZED REPRESENTATIVE OF THE TAXPAYER-EMPLOYER; TAXPAYERS WHO HAVE ALREADY FILED THEIR TAX RETURNS ONLINE THRU THE FACILITIES OF EFPS AND OFFLINE E-BIR FORMS PACKAGE NEED NOT SUBMIT HARD COPIES THEREOF TO THE RDO WHERE THEY ARE DULY REGISTERED.

• The BIR clarifies on the filing of BIR Form Nos. 1604-CF, 1604-E and Other Matters
• The BIR also provides type of forms and version of forms depending on the filing facility.
• For easy reference, the issuance may be accessed HERE. (Revenue Memorandum Circular No. 18-2021, 27 January 2021).