SEC seeks Corporation Code amendments

MANILA, Philippines – The Securities and Exchange Commission (SEC) submitted on Friday, September 13, its 190+ proposed Corporate Code amendments to the Department of Finance (DOF).

In a press briefing on Friday, September 13, SEC Chairperson Teresita J. Herbosa said this move to push for “progressive amendments” is long delayed. The Corporation Code, SEC’s guide in handling at least 800,000 corporations, was last amended in 1980.

The main highlights of the proposed new code include the registration of one-person corporations, or corporations with a single stockholder.

The difference from the single-proprietorship corporation, according to Chairperson Herbosa, is that one person corporation’s liability “is limited to the capital put in it.”

Herbosa stressed that this was included so that the Philippines will be in line with the “evolving times.” She said it is “very modern.”

Also amended is a corporation’s life, which at present is at 50 years.

Herbosa stressed that “it should no longer be 50 years but perpetual because that is the trend.”

The advantage of a perpetual corporation life, Herbosa noted, is it is “good for fund-raising.”

There are a lot of corporations that have been in existence for more than 80 years, she added.

Also proposed are provision on Good Corporate Governance. It includes the SEC’s power to ask a corporation to hold a board meeting if they have not done so.

“We had received complaints in the past that some boards do not hold board meetings or annual meetings. In this proposed amendment, the SEC will have the power to ask them to meet,” Herbosa explained.

Herbosa said she has been carefully reviewing the proposed amendments for the past two years and 4 months. “I have studied it since I got appointed.”

Herbosa hoped the proposed amendments would be included in the main priorities of the Legislative Development Advisory Council (LEDAC).

She added that some legislators have already expressed their interest to support it. They include Senators Bam Aquino, Sergio Osmenia III and Sonny Angara. — Rappler.com