Professional Documents
Culture Documents
Securities
Securities Regulation Code Securities are
▪ shares,
in a
▪ corporation or
and IRR Rule 68 ▪ participation or ▪ in a commercial enterprise or
▪ interests ▪ profit-making venture
ATTY. RAEGAN L. CAPUNO, CPA
• Tax Lawyer, Siguion Reyna, Montecillo & Ongsiako Law Offices
• Top 12 in the Philippine Bar Examination 2015 and evidenced by a
• Taxation Law Professor in San Sebastian College-Recoletos College of Law
• CPA Reviewer and Lecturer in Management Advisory Services, Taxation and Regulatory
▪ certificate
Framework for Business Transactions
▪ contract
• Lecturer in Criminal Procedure for Criminologist Licensure Examination
• Subject Matter Expert in Forensic Accounting and Business Security Management ▪ instruments
• Professor of Accountancy
• Registrar and former Chair of BS Accountancy, First Asia Institute of Technology and whether written or electronic in character.
Humanities (FAITH)
• Former auditor at Isla Lipana & Co., a member firm of PricewaterhouseCoopers
PROSPECTUS
EXCHANGE
Document made by or on behalf of an
An organized market place or facility that brings issuer, underwriter or dealer to sell or offer
together buyers and sellers and executes trade of securities for sale to the public through
securities and/or commodities. registration statement filed with the SEC.
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Investment Contracts
REGISTRATION OF SECURITIES
An investment contract means a
contract, transaction or scheme
whereby a person invests his money
in a common enterprise and is led to
expect profits primarily from the
efforts of another.
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Grounds for Rejection and Revocation of Grounds for Rejection and Revocation of
Registration of Securities Registration of Securities
1. The issuer:
2. The registration statement is
i. Has been judicially declared insolvent; i. on its face incomplete or
ii. Has violated any of the provision of SRC, rules, regulations and ii. inaccurate in any material respect or
orders of the SEC;
iii. includes any untrue statements of a material
iii. Has been or is engaged or is about to engage in fraudulent
transactions;
3. The issuer, any officer, director or controlling person performing
iv. Has made any false or misleading representation of material facts
similar functions, or any under writer has been convicted of an offense
in any prospectus concerning the issuer or its securities;
involving moral turpitude and /or fraud or is enjoined or restrained by
v. Has failed to comply with any requirements that the Commission the Commission or other competent or administrative body for
relative to registration violations of securities, commodities, and other related laws.
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Upon compliance with such order, the amended registration statement shall Such rules shall regulate the sale of pre-need plans by, among other things,
become effective.
1. requiring the registration of pre-need plans
2. licensing persons involved in the sale of pre-need plans
3. requiring disclosures to prospective plan holders
4. prescribing advertising guidelines
5. providing for uniform accounting system, reports and recording keeping with
respect to such plans, imposing capital, bonding and other financial
responsibility, and
6. establishing trust funds for the payment of benefits under such plans.
❖ To effect, either alone or others, any series of transactions for the purchase
and/or sale of any security traded in an Exchange for the purpose of
pegging, fixing or stabilizing the price of such security; unless otherwise
allowed by this Code or by rules of the Commission.
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equity securities of a public Any purchase of shares from an increase in authorized capital stock
Purchase in connection with foreclosure proceedings involving a duly constituted
company,
pledge or security arrangement where acquisition is made by the debtor or
creditor.
Purchase in connection with privatization undertaken by the government of the
Philippines
Purchases in connection with corporate rehabilitation under court supervision
Purchase through an open market at the prevailing market prices
Merger or consolidation
Margin Trading
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company, the said amounts shall be based on the consolidated 3. An SME which is a subsidiary of a parent company reporting under the PFRS;
figures; 4. An SME which is a subsidiary of a foreign parent company which will be moving towards
International Financial Reporting Standards (“IFRS”) pursuant to the foreign country’s
2. Are not required to file financial statements under Part II of published convergence plan;
SRC Rule 68; 5. An SME which is a subsidiary of a foreign parent company and has been applying the
standards for a non-publicly accountable entity for local reporting purposes.
3. Are not in the process of filing their financial statements for
6. An SME, either as a significant joint venture or associate, is part of a group that is reporting
the purpose of issuing any class of instruments in a public under the PFRS;
market; and 7. An SME which is a branch office or regional operating headquarter of a foreign company
4. Are not holders of secondary licenses issued by regulatory reporting under the IFRS;
agencies. 8. An SME which has a subsidiary that is mandated to report under the PFRS;
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the Board of Accountancy (BOA) of the Professional 2. Be signed by the certifying independent auditor;
Regulatory Commission (PRC) in accordance with the 3. Identify the financial statements covered by the report;
rules and regulations of said professional regulatory 4. State the signing accountant’s license, Tax Identification and PTR
Numbers and registration number with BOA including its
bodies. expiration date
5. State the complete mailing address of the client and the auditor;
6. In the case of an auditing firm, certifying partner shall sign his
A corporation with financial statements audited by own signature and shall indicate that he is signing for the firm,
independent auditor who is not registered with the the name of which is printed in the report.
BOA shall be subject to appropriate fines.
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