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PRESIDENTIAL DECREE NO. 1758
PRESIDENTIAL DECREE NO. 1758 -
AMENDING FURTHER SectionS 2, 3, 5, 6, AND 8 OF PRESIDENTIAL DECREE NO.
902-A
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WHEREAS,
one of the objectives of the government as envisioned under
Presidential Decree No. 902-A, as amended by P.D. 1653, is to attract
and to mobilize investments, domestic and foreign, through the
participation of private enterprises in activities identified as most
contributive to the growth of the national economy;chanroblesvirtualawlibrary
WHEREAS, in order to attain this national objective, it is incumbent
upon government to provide a favorable climate for investments to be
vigorously mobilized to insure a wider and more meaningful equitable
distribution of wealth;chanroblesvirtualawlibrary
WHEREAS, being the principal agency of the governing charged with the
establishment of the needed atmosphere in all phases of the country's
economic and industrial development, the Securities and Exchange
Commission must be provided with the appropriate organizational
structure, financial support and manpower capabilities commensurate
with the scope of its tasks; and
WHEREAS, for these programs to succeed, there is now a pressing need to
restructure the Securities and Exchange Commission not only to make it
a more potent, responsive and effective arm of the government but to
enable it to play a more effective role in the socio-economic
development of the country; chanroblesvirtualawlibrary
NOW, THEREFORE, I, FERDINAND E. MARCOS, President of the Philippines,
by virtue of the powers vested in me by the Constitution, and the
authority vested in me by Presidential Decree No. 1416, do hereby order
and decree:cralaw:red
Section 1. The first and second paragraphs of Section
2 of Presidential Decree No. 902-A, as amended by Presidential Decree
No. 1653, is hereby further amended to read as follows:cralaw:red
"Sec. 2. That the Commission shall be a collegial
body composed of a Chairman and four (4) Associate Commissioners who
shall be appointed by the President and the term of office of each
member shall be seven (7) years; Provided, however, That the Chairman
and the two (2) Associate Commissioners of the Commission first
appointed by the President shall serve for a period of seven (7) years;
five (5) years and three (3) years, as fixed in their respective
appointments, and shall continue in Office in accordance with the terms
fixed in their current respective appointments, and the two additional
Associate Commissioners first appointed by the President under this
Decree, as amended, shall serve for five (5) years and three (3) years
as fixed in their respective appointments; Provided, further, That upon
the expiration of his term, a member shall serve as such until his
successor shall have been appointed and qualified; And Provided,
finally, That no vacancy shall be filled except for the unexpired
portion of the term. chanroblesvirtualawlibrary
The Commission shall meet as often as may be necessary on such day or
days as the Chairman may fix. The notice of the meeting shall be given
to all members of the Commission and the presence of at least three (3)
shall constitute a quorum. In the absence of the Chairman, the more
senior Associate Commissioner shall act as presiding officer of the
meeting."
Section 2. Section 3 of the same Presidential Decree
as amended by Presidential Decree No. 1653, is hereby further amended
to read as follows:cralaw:red
"Sec. 3. The Commission shall have absolute
jurisdiction, supervision and control over all corporations,
partnerships, or associations, who are the grantees of primary
franchises and/or a license or permit issued by the government to
operate in the Philippines, and in the exercise of its authority, it
shall have the power to enlist thed and support of and to deputize any
and all enforcement, agencies of the government, civil or military as
well as any private institution, corporation, firm, association or
person."
Section 3. Section 5 of the same Presidential Decree
is hereby amended by adding thereunder sub-paragraph d) to read as
follows:cralaw:red
"d) Petitions of corporations, partnerships or
associations to be declared in the state of suspension of payments in
cases where the corporation, partnership or association possesses
sufficient property to cover all its debts but foresees the
impossibility of meeting them when they respectively fall due or in
cases where the corporation, partnership or association has no
sufficient assets to cover its liabilities, but is under the management
of a Rehabilitation Receiver or Management Committee created pursuant
to this Decree." chanroblesvirtualawlibrary
Section 4. Sub-paragraphs c), d), h) and m) of
Section 6 of Presidential Decree No. 902-A, as amended by Presidential
Decree No. 1653, is hereby further amended to read as follows:cralaw:red
"c) To appoint one or more receivers of the property,
real or personal, which is the subject of the action pending before the
Commission in accordance with the pertinent provisions of the Rules of
Court in such other cases whenever necessary in order to preserve the
rights of the parties-litigants and/or protect the interest of the
investing public and creditors. Provided, however, That the Commission
may, in appropriate cases, appoint a Rehabilitation Receiver who shall
have, in addition to the powers of a regular receiver under the
provisions of the Rules of Court, such functions and powers as are
provided for in the succeeding paragraph d) hereof. Provided, further,
that upon appointment of a management committee, rehabilitation
receiver, board or body, pursuant to this Decree, all actions for
claims against corporations, partnerships or associations under
management or receivership pending before any court, tribunal, board or
body shall be suspended accordingly."
"d) To create and appoint a management committee,
board, or body upon petition or motu propio to undertake the management
of corporations, partnerships or other associations in appropriate
cases when there is imminent danger of dissipation, loss, wastage or
destruction of assets or other properties or paralization of business
operations of such corporations or entities which may be prejudicial to
the interest of minority stockholders, parties-litigants or the general
public. chanroblesvirtualawlibrary
The management committee or rehabilitation receiver, board or body
shall have the power to take custody of and control over, all the
existing assets and property of such entities under management; to
evaluate the existing assets and liabilities, earnings and operations
of such corporations, partnerships or other associations; to determine
the best way to salvage and protect the interest of the investors and
creditors; to study, review and evaluate the feasibility of continuing
operations and restructure and rehabilitate such entities if determined
to be feasible by the Commission. It shall report and be responsible to
the Commission until dissolved by order of the Commission. Provided,
however, That the Commission, may, on the basis of the findings and
recommendation of the management committee, or rehabilitation receiver,
board or body, or on its own findings, determine that the continuance
in business of such corporation or entity would not be feasible or
profitable nor work to the best interest of the stockholders,
parties-litigants, creditors, or the general public, order the
dissolution of such corporation entity and its remaining assets
liquidated accordingly. The management committee or rehabilitation
receiver, board or body may overrule or revoke the actions of the
previous management and board of directors of the entity or entities
under management notwithstanding any provision of law, articles of
incorporation or by-laws to the contrary. chanroblesvirtualawlibrary
The management committee, or rehabilitation receiver, board or body
shall not be subject to any action, claim or demand for, or in
connection with, any act done or omitted to be done by it in good faith
in the exercise of its functions, or in connection with the exercise of
its power herein conferred." chanroblesvirtualawlibrary
"h) To issue subpoena duces tecum and summon
witnesses to appear in any proceedings of the Commission and in
appropriate cases order the examination, search and seizure or cause
the examination, search and seizure of all documents papers, files and
records, tax returns, books of accounts, as well as all deposits of
whatever nature with bank or banking institutions in the Philippines,
including investments in bonds issued by the Government of the
Philippines, its political subdivisions and its instrumentalities and
similar documents, of any entity or person under investigation as may
be necessary for the proper disposition of the cases before it,
notwithstanding the provisions of any law to the contrary."
"m) To exercise such powers as may be provided by law
as well as those which may be implied from, or which are necessary or
incidental to the carrying out of, the express powers granted to the
Commission to achieve the objectives and purposes of this
Decree." chanroblesvirtualawlibrary
Section 5. Section 8 of the same Presidential Decree,
as amended by Presidential Decree No. 1653, is hereby further amended
to read as follows:cralaw:red
"Sec. 8. The Commission shall have nine (9)
departments each to be headed by a director, namely: Corporate and
Legal; Examiners and Appraisers; Brokers and Exchanges; Money Market
Operations; Securities Investigations and Clearing; Administrative and
Finance; Prosecution and Enforcement; and Supervision and Monitoring
Departments.
The staffing pattern to implement this amended departmental structure
shall be approved pursuant to Section 40 of P.D. No. 1177, with any
additional costs incurred for 1980 and 1981 to be charged to the
Special Activities Fund of the corresponding year upon approval by the
President."
Section 6. The Prosecution and Enforcement Department
shall have, subject to the Commission's control and supervision, the
exclusive authority to investigate, on complaint or motu propio, any
act or omission of the Board of Directors/ Trustees of corporations, or
of partnerships, or other associations, or of their stockholders,
officers or partners, including any fraudulent devices, schemes or
representations, in violation of any law or rules and regulations
administered and enforced by the Commission; to file and prosecute in
accordance with law and rules and regulations issued by the Commission
and in appropriate cases, the corresponding criminal or civil case
before the Commission or the proper court or body upon prima facie
finding of violation of any laws or rules and regulations administered
and enforced by the Commission; and to perform such other powers and
functions as may be provided by law or duly delegated to it by the
Commission.
Prosecution under this Decree or any Act, Law, Rules and Regulations
enforced and administered by the Commission shall be without prejudice
to any liability for violation of any provision of the Revised Penal
Code.
Section 7. The Supervision and Monitoring Department
shall have the power of supervision over all corporations, partnership
and associations registered with the Commission in all matters
pertaining to their compliance with the laws, mandatory provisions and
requirements of pertinent rules and regulations administered and
enforced by the Commission, as well as their respective by-laws duly
approved by the Commission, integrate, analyze and evaluate ongoing
operations or activities of such entities; coordinate with, and
recommend to the appropriate departments for proper action and
enforcement; and to do and perform such other functions as may be duly
delegated by the Commission.
Section 8. The proceeds and effects of crimes
committed by any person or entity in violation of the laws and
regulations administered and enforced by the Commission shall be
forfeited, seized and confiscated in favor of the State upon order of
the Commission, after due notice and hearing.
Section 9. Any provisions of existing law, decree,
order, rules and regulations inconsistent with this Decree, is hereby
repealed, amended or modified accordingly.
Section 10. This Decree shall take effect immediately.
Done in the City of Manila,
this 2nd day of January, in the year of Our Lord, nineteen hundred and
eighty-one.
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