Republic Act No. 8799 The Securities Regulation Code Chapter Iii Registration of Securities Section 8. Requirement of Registration of Securities

Please be guided by the following excerpts of Securities and Regulation Code.
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REPUBLIC ACT NO. 8799
THE SECURITIES REGULATION CODE
CHAPTER III  REGISTRATION OF SECURITIES
Section 8. Requirement of Registration of Securities.– 8.1. Securities shall not be sold or offered
for sale or distribution within the Philippines, without a registration statement duly filed with and
approved by the Commission. Prior to such sale, information on the securities, in such form and
with such substance as the Commission may prescribe, shall be made available to each
prospective purchaser.
8.2. The Commission may conditionally approve the registration statement under such terms as it
may deem necessary.
8.3. The Commission may specify the terms and conditions under which any written
communication, including any summary prospectus, shall be deemed not to constitute an offer for
sale under this Section.
***
Section 10. Exempt Transactions. – 10.1. The requirement of registration under Subsection 8.1
shall not apply to the sale of any security in any of the following transactions:
(k) The sale of securities by an issuer to fewer than twenty (20) persons in the
Philippines during any twelve-month period.
10.2. The Commission may exempt other transactions, if it finds that the requirements of
registration under this Code is not necessary in the public interest or for the protection of the
investors such as by the reason of the small amount involved or the limited character of the public
offering.
10.3. Any person applying for an exemption under this Section, shall file with the Commission a
notice identifying the exemption relied upon on such form and at such time as the Commission by
the rule may prescribe and with such notice shall pay to the Commission fee equivalent to one-
tenth (1/10) of one percent (1%) of the maximum value aggregate price or issued value of the
securities.
Section 12. Procedure of Registration Securities. - 12.1. All securities required to be registered
under Subsection 8. I shall be registered through the filing by the issuer in the main office of the
Commission, of a sworn registration statement with the respect to such securities, in such form
and containing such information and document as the Commission prescribe. The registration
statement shall include any prospectus required or permitted to be delivered under Subsections
8.2, 8.3, and 8.4.
12.2. In promulgating rules governing the content of any registration statement (including any
prospectus made a part thereof or annex thereto), the Commission may require the registration
statement to contain such information or documents as it may, by rule, prescribe. It may dispense
with any such requirements, or may require additional information or documents, including written
information from an expert, depending on the necessity thereof or their applicability to the class of
securities sought to be registered.
12.3. The information required for the registration of any kind, and all securities, shall include,
among others, the effect of the securities issue on ownership, on the mix of ownership, especially
foreign and local ownership.
12.4. The registration statement shall be signed by the issuer’s executive officer, its principal
operating officer, its principal financial officer, its comptroller, its principal accounting officer, its
corporate secretary, or persons performing similar functions accompanied by a duly verified
resolution of the board of directors of the issuer corporation. The written consent of the expert
named as having certified any part of the registration statement or any document used in
connection therewith shall also be filed. Where the registration statement shares to be sold by
selling shareholders, a written certification by such selling shareholders as to the accuracy of any
part of the registration statement contributed to by such selling shareholders shall be filed.
12.5. (a) Upon filing of the registration statement, the issuer shall pay to the Commission a fee of
not more than one-tenth (1/10) of one per centum (1%) of the maximum aggregate price at which
such securities are proposed to be offered. The Commission shall prescribe by the rule
diminishing fees in inverse proportion the value of the aggregate price of the offering.
(b) Notice of the filing of the registration statement shall be immediately published by the issuer,
at its own expense, in two (2) newspapers of general circulation in the Philippines, once a week
for two (2) consecutive weeks, or in such other manner as the Commission by the rule shall
prescribe, reciting that a registration statement for the sale of such securities has been filed, and
that aforesaid registration statement, as well as the papers attached thereto are open to
inspection at the Commission during business hours, and copies thereof, photostatic or
otherwise, shall be furnished to interested parties at such reasonable charge as the Commission
may prescribe.
12.6. Within forty-five (45) days after the date of filing of the registration statement, or by such
later date to which the issuer has consented, the Commission shall declare the registration
statement effective or rejected, unless the applicant is allowed to amend the registration
statement as provided in Section 14 hereof. The Commission shall enter an order declaring the
registration statement to be effective if it finds that the registration statement together with all the
other papers and documents attached thereto, is on its face complete and that the requirements
have been complied with. The Commission may impose such terms and conditions as may be
necessary or appropriate for the protection of the investors.
12.7. Upon affectivity of the registration statement, the issuer shall state under oath in every
prospectus that all registration requirements have been met and that all information are true and
correct as represented by the issuer or the one making the statement. Any untrue statement of
fact or omission to state a material fact required to be stated herein or necessary to make the
statement therein not misleading shall constitute fraud.

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Please be guided by the following excerpts of Securities and Regulation Code.