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SAMPLE FORMAT For SEC Amnesty

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Republic of the Philippines

Department of Finance
SECURITIES AND EXCHANGE COMMISSION
7907 Makati Avenue, Barangay Bel-Air, Makati City, 1209
Philippines

IN THE MATTER OF:


________________________________________________ SEC Case No: _________________________________

PETITION
TO LIFT ORDER OF REVOCATION/SUSPENSION

Petitioner (name of corporation), represented by its (position, name of authorized officer), and unto
this Honorable Commission, most respectfully manifests that:

1. Petitioner is a duly registered corporation under the Philippine Laws, with SEC Registration No.
________________________ and with principal office address at
____________________________________________________________.

A copy of its Articles of Incorporation is hereto attached as Annex “A”.

2. Petitioner’s Certificate of Registration was revoked/suspended by virtue of SEC Order dated


_______________________.
3. Petitioner seeks reconsideration of said Order based on the following grounds:
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________

4. Petitioner has no intention to violate the law and any SEC rules and regulations;
5. Petitioner shall henceforth submit reportorial requirements religiously;
6. Petitioner intends to continue its registration with the Commission and operation of its business as
evidenced by its submission of most recent General Information Sheet (GIS) and Financial Statements
(FS). Copies of the GIS and FS are hereto attached as Annexes “B” and “C” respectively;
7. The filing of Petition is authorized by majority of the Directors/Trustees and by majority of the
outstanding capital stock/members as evidenced by the attached Directors/Trustees Certificate. A
copy of the Directors/Trustees Certificate is hereto attached as Annex “D”.
8. The company, through its authorized representative, hereby certifies that the latest financial
statements that are submitted with this Petition are accurate, compliant with the applicable financial
reporting framework, and are supported by sufficient and valid source documents and schedules.
This sworn certification extends to all beginning balances of the accounts from previous years during
which the company failed to submit audited financial statements. In relation to this, attached in the
Petition is a sworn certification from the company/s external auditor.

WHEREFORE, it is most respectfully prayed that the Order of Revocation/Suspension against


Petitioner’s registration be lifted.

Others reliefs just and equitable are likewise prayed for.


Makati City; (date__________________)
Respectfully submitted.

(Name of Corporation)
T.I.N. __________________________________

By:
(Signature over Printed Name of Authorized Officer)
(Position)
T.I.N. _________________________________
REPUBLIC OF THE PHILIPPINES)
)S.S

VERIFICATION

I, ____________________________________________________________, of legal age. Filipino and with address at


________________________________________________________________________, on oath state that:

1. I am the _____________________________________________________ of (name of corporation) duly authorized to


execute the Verification pursuant to my authority as evidenced by the attached Director’s/Trustees’
Certificate dated ____________________________.
2. I have caused the preparation of the foregoing Petition and read all allegations in the Petition. I attest
that the factual allegations therein are true and correct based on my own knowledge and on
authentic documents.

______________________________________
Affiant

SUBSCRIBED and SWORN to before the City of _________________________________________________________, this


______________________________ 20___, affiant exhibiting to me his _____________________________________________, issued at
______________________________________________ on ______________________________________.

NOTARY PUBLIC

Doc No. ______________________


Page No. _____________________
Book No. ____________________
Series of __________
REPUBLIC OF THE PHILIPPINES)
) S.S

DIRECTOR’S/TRUSTEES’ CERTIFICATE

We, of legal age, Filipinos and with office address ______________________________________________ under oath
state that:

1. We constitute all the members of the Board of Directors/Trustees of _____________________________________


(the “Corporation”), a corporation duly organized and existing under Philippine laws with office
address at _______________________________________________________________________________________________________.
2. At the regular/special joint meeting of the stockholders/members and the Board of
Directors/Trustees after due notice, held on __________________ in ________________ at which meeting a
quorum was present, in person or by proxy, the following resolution was unanimously approved:

WHEREAS, the Certificate of Registration of the Corporation/Association has been


Revoked/Suspended by virtue of SEC Order dated _________________ for its failure to comply with the
reportorial requirements of the Securities and Exchange Commission (the “Commission”);

WHEREAS, the Corporation/Association desires to continue its existence by having the


revocation/suspension of its corporate franchise lifted;

WHEREAS, the Corporation/Association has no intention to violate the law and any rules
and regulations promulgated by the Commission;

WHEREAS, the Corporation/Association is willing to pay the penalties and any lawful fees
that will be assessed by the Commission due to failure of the Corporation to file its annual reports;

After some discussion, upon motion duly made and seconded, it was unanimously approved;

RESOLVED as it is hereby resolved that a Petition to Lift Order of Revocation/Suspension of


the Corporation’s Certificate of Registration be filed with Commission;

RESOLVED further that the (position), (name of authorized officer) is hereby authorized to
sign and execute the Petition to Lift Order of Revocation/Suspension and to file the same with the
Commission.

3. The foregoing resolution is in accordance with the records of the corporation, has not been amended
and/or revised and continues to be in full force and effect as of date hereof.
IN WITNESS WHEREOF, we set our hands this _________________ in ______________________ City

_________________________________ ___________________________________ ____________________________________


Signature over Printed Name Signature over Printed Name Signature over Printed Name
(Position) (Position) (Position)
T.I.N ___________________________ T.I.N ___________________________ T.I.N. ____________________________

_________________________________ _________________________________
Signature over Printed Name Signature over Printed Name
(Position) (Position)
T.I.N ___________________________ T.I.N ___________________________

_________________________________
Signature over Printed Name
(Corporate Secretary)
T.I.N ___________________________

SUBSCRIBED and SWORN to before the City of __________________, this ______________________, by the above-named
persons who exhibited to me their valid government identification cards as indicated below:

NAME ID DATE/PLACE ISSUED

NOTARY PUBLIC

Doc No. ______________________


Page No. _____________________
Book No. ____________________
Series of __________
REPUBLIC OF THE PHILIPPINES)
)S.S

CERTIFICATION

I, _______________________________________________, the external auditor of ________________________________________


(Name of external auditor) (Name of Corporation)

Hereby certify that the beginning balances of the company’s financial statements as of ___________________________
are based on valid and sufficient source documents and schedules of the company, and I have conducted
adequate audit procedures to attest to the correctness and accuracy of the said balances.

______________________________________

Affiant

SUBSCRIBED and SWORN to before the City of _________________________________________________________, this


______________________________, affiant exhibiting to me his _____________________________________________, issued at
______________________________________________ on ______________________________________.

NOTARY PUBLIC

Doc No. ______________________


Page No. _____________________
Book No. ____________________
Series of __________
Republic of the Philippines)
City of )S.S.

SECRETARY’S CERTIFICATE

I, ______________________, of legal age, single/married, a resident of ___________________________, being duly


sworn, depose and state that:

1. I am duly elected and qualified Corporate Secretary of __________________________________________ (the


Corporation), a corporation duly organized and existing under and by virtue of the Republic of the
Philippines, with principal office at _________________________________________________________.

2. To the best of my knowledge, no action or proceeding has been filed or is pending before any Court
involving an intra-corporate dispute and/or claim by any person or group against the Board of
Directors, individual directors and/or major corporate officers of the Corporation as its duly elected
and/or appointed directors or officers or vice versa.

3. Further, no intra-corporate issue involving third party is pending, may it be Criminal, Civil or
Administrative in nature

______________ City, ______ day of ____, 20____.

___________________________
Corporate Secretary
TIN:__________________

SUBSCRIBED and SWORN to before the City of _________________________________________________________, this


______________________________, affiant exhibiting to me his _____________________________________________, issued at
______________________________________________ on ______________________________________.

NOTARY PUBLIC

Doc No. ______________________


Page No. _____________________
Book No. ____________________
Series of __________
Republic of the Philippines)
City of )S.S.

SECRETARY’S CERTIFICATE

I, ______________________, of legal age, Filipino and with address at ____________________________________________


being duly sworn, depose and state that:

1. I am duly elected and qualified Corporate Secretary of _____________________________________________________,


a corporation duly organized and existing under and by virtue of the Republic of the Philippines, with
principal office address at _____________________________________________________________________________________.
2. I certify that the latest due Audited Financial Statements and latest due Income Tax Return were
submitted and received by the Securities and Exchange Commission (SEC) and Bureau of Internal
Revenue (BIR), respectively.

________________ City, __________ day of ________, 20____.

______________________
Corporate Secretary
TIN:_________________

SUBSCRIBED and SWORN to before the City of _________________________________________________________,


this ______________________________, affiant exhibiting to me his _____________________________________________, issued at
______________________________________________ on ______________________________________.

NOTARY PUBLIC

Doc No. ______________________


Page No. _____________________
Book No. ____________________
Series of __________

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