Section 1. Presentation
of Proof of Ownership of Securities and Reconstruction of Security and
Transfer Books. —
A.
Corporations and other forms of associations which issued securities on
or before March first, nineteen hundred and forty-five, shall require
their security holders to present proof of their holdings at the
principal office of the corporation or association, within a period to
be established by their respective boards of directors or managing
officers, which period shall be not less than six months and shall not
extend beyond June thirtieth, nineteen hundred and forty-seven. Notice
of such requirement shall be given by publication once a week for three
consecutive weeks in a newspaper of general circulation published in
the place where the principal office of the corporation or association
is located, or if no newspaper is published in such place, then in any
other newspaper of general circulation in the Philippines, and by
ordinary mail sent at the last known address of the security
holders. virtual law library
B. For
purposes of this Act, the term "securities" shall be limited to shares
of stocks and bonds and to shares of limited partners in limited
partnerships. virtual law library
C. Security
holders shall submit to the issuer the evidence of their ownership of
securities within the period prescribed pursuant to paragraph "A" of
this Sec.. Upon proper cause shown, the Securities and Exchange
Commission may, in general or specific cases, grant extensions of time
for the presentation of proof of ownership of securities, but in no
case shall the total extended period exceed six months from the
expiration of the original period.
D. The
ownership of securities may be proved by any of the means of proof
which may be provided for in the Rules and Regulations which the
Securities and Exchange Commission is hereby authorized to promulgate,
subject to the approval of the Secretary of Justice.
E. Upon
satisfactory proof of ownership of securities, the issuer corporation
or association shall issue new share certificates or bonds to the
persons entitled thereto, or, in case of securities which have not been
fully paid, or for which no payment whatsoever has been made, the
issuer shall recognize all valid claims of ownership thereto or
interest therein.
F. Upon the
expiration of the period for the presentation of proof of ownership,
securities for which no claim of ownership has been filed, or the
ownership of which has not been satisfactory proved, shall turned over
to and held in trust by the Securities and Exchange Commission for a
period of three years: Provided, however, That litigations pending in
court concerning the ownership of any outstanding security shall not be
affected thereby and may continue until the rendition of final
judgment. virtual law library
The Securities and Exchange
Commission shall entertain claims of ownership to the securities held
by it in trust in pursuance hereof and shall require the issuer
corporation or association to issue new share certificates or bonds to
such claimants as shall introduce satisfactory proof of ownership of
securities, as prescribed in paragraph "D" of this Sec.. Upon the
expiration of the three-year period, the securities as to which
satisfactory proof of ownership has not been presented or no claim has
been filed, or the claim, if any, has been abandoned, and which are not
the subject of litigation, shall escheat to the State.
The subject matter of said
litigation, if any, shall escheat, also, to the State, upon the
rendition of final judgment of competent court, unless the same shall
adjudicate the security or securities therein involved to any of the
parties thereto.
G. The issuer
corporation or association shall report to the Securities and Exchange
Commission within fifteen days after the expiration of the period
prescribed in paragraph "A" and "C" of this Sec., its authorized
capital stock, or, in case of bonds, the amount of issue authorized,
the total number of securities outstanding, the total number of
securities claimed, the total number of securities unclaimed, the total
number of securities subject to conflicting claims, all cases against
the issuer corporation or association concerning the ownership of
securities, giving the names of the claimants and their respective
holdings and/or subscriptions, the amount paid on subscription, if any,
and such other material facts as said Commission may require.
The Securities and Exchange
Commission shall order the publication, at the expense of the issuer,
of said report and invite the attention of the public thereto.
H. No action
against the issuer corporation or association contesting the
recognition of claim for ownership may be made after one year from the
date of such recognition, except in case of fraud or bad faith, where
an action may be filed within the period provided by law therefor.
I. Any person
who by means of fraud, shall cause the recognition of any claim filed
under the provisions of this Act, or who shall make a false statement
as to the number of securities held or owned by the claimant, or the
amount paid thereon, or any fact material to the claim, shall, upon
conviction, be punished by a fine not exceeding ten thousand pesos, or
imprisonment not exceeding ten years, or both such fine and
imprisonment at the discretion of the court.
The same penalty shall be
imposed upon the directors or officers of the issuer corporation or
association who shall conspire, connive, or collude with the one who
made the false statement above referred to.
J. With
respect to securities, the holders of which are abroad, the Securities
and Exchange Commission shall provide such measures as may be necessary
to effectuate the purposes of this Act.
K. Where the
records of the corporation or association have not been destroyed or
lost and there is no question as to the ownership of securities
therein, the Securities and Exchange Commission may grant exemption
from such requirements of this Sec. as are not necessary to carry out
the purposes of this Act: Provided, however, That in no case shall a
corporation or association be exempted from issuing new share
certificates or bonds for its old share certificates or bonds or, in
case of securities which have not been fully paid, or for which no
payment whatsoever has been made, from recognizing any valid claim of
ownership thereto or interest therein.
Sec. 2.
Reconstruction of Records of Domestic Corporations and Registered
Partnerships or Other Forms of Associations. — All registered domestic
corporations, and registered partnerships or other forms of
associations which lost their articles of incorporation and by-laws or
articles of co-partnerships, either totally or partially, shall
reconstruct the same or take steps towards such reconstruction within
two years from the date of approval of this Act by following the
procedure which the Securities and Exchange Commission may adopt by
rules and regulations approved by the Secretary of Justice. Such
corporations, associations or partnerships as shall fail to reconstruct
their records within the said period, or having taken steps to
reconstruct such records within that period, shall fail to exert
reasonable efforts to complete the reconstruction required, pursuant to
the aforesaid rules and regulations, shall lose all rights, powers, and
privileges afforded by their past registration.
Sec. 3.
Securities and Exchange Commission to be furnished with certified
copies of available records. — Domestic corporations and registered
partnerships whose articles of incorporation and by-laws or articles of
co-partnerships have not been lost or destroyed shall furnish the
Securities and Exchange Commission with certified copies of such
records as it may require.
Sec. 4. Fees
collectible. — The Securities and Exchange Commission shall be entitled
to collect and receive from corporations reconstructing their records
in accordance with the provisions of this Act, fees according to the
amount of the capital stock or each such corporation at the time of the
reconstruction of such records, as follows:
Less
than fifty thousand pesos, twelve pesos and fifty centavos.
Fifty thousand pesos or more but
less than one hundred thousand pesos, twenty-five pesos.
One hundred thousand pesos or
more but less than two hundred thousand pesos, thirty-seven pesos and
fifty centavos.
Two hundred thousand pesos or
more but less than three hundred thousand pesos, fifty pesos.
Three hundred thousand pesos but
less than four hundred thousand pesos, sixty-two pesos and fifty
centavos.
Four hundred thousand pesos or
more but less than five hundred thousand pesos, seventy-five pesos.
Five hundred thousand pesos but
less than one million pesos, one hundred pesos.
One million pesos or more but
less than two million pesos, one hundred twenty-five pesos.
Two million pesos or more, one
hundred fifty pesos:
Provided,
however, That if the shares of stock of the corporation are without par
value, then, for the purpose of fixing fees prescribed in this Sec.,
such shares shall be taken to be of the par value of one hundred pesos
each: And provided, further, That the Securities and Exchange
Commission shall collect and receive a fee of twenty-five pesos for
every non-stock corporation, partnership or other forms of association
reconstructing their records in accordance with the provision of this
Act. virtual law library
Sec. 5.
Subpoena and attendance of witnesses, production of books and papers,
administration of oaths and affirmations, and penalties for violations
thereof . — For the purpose of carrying into effect the provisions of
this Act, Sec. thirty-one of Commonwealth Act Numbered Eighty-three is
hereby incorporated hereto and made a part hereof in so far as
applicable.
Sec. 6.
Effectivity. — This Act shall take effect upon its approval.
Approved: October 17,
1946
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