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PRESIDENTIAL DECREE NO. 2030
PRESIDENTIAL DECREE NO. 2030
- PROVIDING FOR THE ORDERLY DISPOSITION OF CERTAIN ASSETS OF GOVERNMENT
INSTITUTIONS
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chanroblesvirtualawlibrary
WHEREAS,
the National Government, through the agency of various financial and
other government institutions, has acquired or is otherwise the owner
of a large number of assets in the industrial, manufacturing and
commercial sectors of the economy which, as part of the economic
recovery program adopted by the National Government, it has been deemed
necessary and appropriate for the National Government to divest in a
planned and orderly manner;chanroblesvirtualawlibrary
WHEREAS, as an integral part of this economic recovery program and in
order to facilitate the reorganization of certain government financial
institutions, it is necessary to relieve those institutions of assets
which adversely affect their financial viability and liquidity, and for
the National Government to take over such assets and to assume the
related liabilities of those institutions;chanroblesvirtualawlibrary
WHEREAS, it is the desire of the National Government to realize on such
assets within the shortest possible time and, to such end, to dispose
of such assets generally on terms that would permit immediate
substantial cash returns to the National Government;chanroblesvirtualawlibrary
WHEREAS, it is also the desire of the National Government to retain, to
the extent consistent with the foregoing objectives, industrial and
other property in the Philippines for operation by Philippine
nationals.
NOW, THEREFORE, I FERDINAND E. MARCOS, President of the Philippines, by
virtue of the powers vested in me by the Constitution, do hereby order
and decree as follows:cralaw:red
ARTICLE I
The Asset Disposition Trust
Section 1. Creation of the Trust. — (a) There is
hereby created a body corporate to be known as the Asset Disposition
Trust (herein referred to as the Trust) that shall, in trust for and
for the benefit of the National Government, take title to, conserve and
dispose of the assets described in and transferred to the Trust
pursuant to Section 20 of this Decree.
(b) The capitalization of the Trust shall be One
Hundred Million Pesos (P100,000,000.00), which shall be paid in by
National Government, chargeable against applicable appropriations in
Batas Pambansa Blg. 879.
(c) The Trust shall have its principal place of
business in Metropolitan Manila.
(d) The Trust shall be attached to the Ministry of
Finance for policy and program coordination.
(e) The Trust shall exist for a period of six years
from the date of this Decree, and all assets held by it, all moneys and
other property belonging to it, and all its liabilities outstanding
upon the expiry of such period shall revert to and be assumed by the
National Government.
Section 2. Responsibilities and Objectives. — It
shall be the responsibility of the Trust to administer the orderly
disposition of assets transferred to and held by it pursuant to this
Decree on terms and conditions deemed by it to be in the best interest
of the National Government and in furtherance of the following
objective:cralaw:red
To realize on assets held by the Trust as quickly as possible and,
consistently therewith, to optimize the realizable values of such
assets by (a) returning as many assets as possible to private sector
ownership, structured so as to hold out realistic prospects of
productivity and profitability; (b) rationalizing capacity,
productivity, employment and like matters in the various sectors of the
economy represented by such assets; and (c) liquidating those assets
which show no prospect of becoming viable.
Section 3. Proceed of Realizations. — All proceeds
from the sale or other disposition of assets held by the Trust shall
form part of the General Fund of the National Government and be
remitted by the Trust to the National Treasury immediately upon receipt
of such proceeds: Provided, however, That the Trust shall be entitled
to retain such portion of the proceeds as may be necessary to maintain
a revolving fund to be utilized for the payment of the fees and
reimbursable expenses of the Asset Management Corporation and other
external agencies referred to in Sections 14 and 16 hereof, and meeting
the costs and expenses incurred by the Trust in the conservation and
disposition of assets held by it, or otherwise in the performance of
its responsibilities under this Decree. chanroblesvirtualawlibrary
Section 4. Corporate Powers. — The Trust is hereby
authorized to adopt, alter and use a corporate seal which shall be
judicially noticed; to make contracts; to lease or own real and
personal property of any kind, and to sell or otherwise dispose of the
same; to sue and to be sued; to borrow money and incur such liabilities
as may be reasonably necessary to permit it to carry out the
responsibilities imposed upon it under this Decree; to receive and
collect interest, rent and other income from assets held by it and to
possess and exercise in respect of such assets all rights, powers and
privileges of ownership; to compromise and release claims or settle
liabilities, and otherwise to do and perform any and all things that
may be necessary or, proper to carry out the purposes of this Decree:
Provided, That any borrowing by the Trust shall be subject to the prior
approval of the Ministry of Finance; and Provided, further, That in the
performance of its functions under this Decree, the Trust shall not
itself directly undertake the conservation and disposition of the
assets held by it under this Decree, or the management or marketing
thereof, but for such purposes shall employ the Asset Management
Corporation and the other external agencies referred to in Sections 14
and 16 hereof.
Section 5. Exemption from Taxation. — The provisions
of any law to the contrary notwithstanding, the Trust and all assets
held by it under this Decree shall be exempt from all income and other
taxes, fees, charges, imposts, duties and assessments imposed by the
National Government or any provincial, municipal or city government of
any subdivision or authority thereof or therein, including but not
limited to stock transfer taxes, capital gains taxes and registration
fees.
ARTICLE II
Board of Trustees
Section 6. Board of Trustees. — The powers and
functions of the Trust shall be exercised by a Board of Trustees, which
shall be composed of five members, as follows: chanroblesvirtualawlibrary
(i) the Minister of Finance, who shall be Chairman of
the Board of Trustees and who, if unable to attend a meeting, shall
designate a Deputy Minister to attend as his alternate;chanroblesvirtualawlibrary
(ii) the Director-General of the National Economic
and Development Authority, who, if unable to attend a meeting, shall
designate a Deputy Director-General of the Authority to act as his
alternate;chanroblesvirtualawlibrary
(iii) the Director-General of the Office of Budget
and Management, who, if unable to attend a meeting shall designate the
Deputy Director-General of the office to act as his alternate; and
(iv) two members from the private sector to be
appointed by the President of the Philippines and who shall serve for
the period specified in Section 1 (e).
Section 7. Qualifications. — No person shall be
appointed member of the Board of Trustees unless he is of good moral
character, of unquestionable integrity and responsibility and of
recognized business competence. No director, officer, consultant or
stockholder of corporations constituting or having an interest in
assets held by the Trust and no director or officer of a government
institution from whom such assets are to be acquired by the Trust
pursuant to this Decree may be appointed member of the Board of
Trustees. The Chairman or the other members of the Board or their
alternates shall not sit on the board of directors or otherwise
participate in the direct management of corporations constituting
assets transferred to the Trust.
Section 8. Vacancies. — (a) The President of the
Philippines may remove any member of the Board of Trustees if the
member is guilty of acts that are fraudulent, unlawful or manifestly
opposed to the purposes of the Decree or if the member ceases to be
qualified to become a member of the Board of Trustees under Section 7
of the Decree.
(b) Any vacancy in the Board of Trustees created by
the death, resignation or removal of a member from the private sector
shall be filled by the appointment by the President of the Philippines
of a new member, who shall serve for the unexpired portion of the term
of the previous member.
Section 9. Meetings. — The Board of Trustees shall
meet as frequently as is necessary to discharge its responsibilities,
but shall meet at least once every two months. The presence of three
members shall constitute a quorum, and the concurrence of three members
during a meeting at which a quorum is present shall be necessary for
any decision by the Board of Trustees.
Section 10. Per Diems. — Each member of the Board of
Trustees or his alternate shall receive a per diem of one thousand
pesos (P1,000.00) for every meeting attended: Provided, That each
member and his alternate shall not in the aggregate receive more than
five thousand pesos in any single month; and Provided, further, That
the President of the Philippines may from time to time so adjust the
amount of per diems and the maximum aggregate amount payable to each
member and his alternate as the President may in his discretion deem
appropriate. chanroblesvirtualawlibrary
Section 11. Exercise of Authority. — In the exercise
of the authority granted to it under this Decree, the Board of Trustees
shall:cralaw:red
(i) issue such internal rules and regulations as the
Board of Trustees may deem necessary or convenient for the proper
discharge of its functions:cralaw:red
(ii) enter into management and such other contracts
as may be appropriate with the Asset Management Corporation and the
other external agencies referred to in Sections 14 and 16 hereof on
such terms and conditions as the Board of Trustees may deem to be in
the best interest of the National Government;chanroblesvirtualawlibrary
(iii) make available for disbursement by the Asset
Management Corporation and such other external agencies such funds as
may be mutually agreed upon as necessary for working capital or capital
expenditures for the purpose of preserving, maintaining and putting
into marketable condition the assets of the Trust; and
(iv) appoint, remove and fix the remuneration of
personnel of the Trust: Provided, That the Trust shall not hire and
maintain its own personnel except to the extent deemed by the Board of
Trustees to be absolutely necessary for the discharge of its
responsibilities and only with the prior approval of the Minister of
Finance, and, as far as practicable, shall avail itself of the services
of the personnel seconded or detailed from other government offices.
Section 12. Legal Counsel. — The Minister of Justice
shall be the ex officio legal adviser to the Trust: Provided That the
Trust may engage the services of external legal counsel.
Section 13. Liability. — Any member of the Board of
Trustees or employee of the Trust who wilfully violates this Decree or
who is guilty of gross negligence in the performance of his duties or
who shall disclose information of a confidential nature concerning the
operation of the Trust or use such information for personal gain or to
the detriment of the National Government, the Trust or third parties,
shall be held liable for any loss or injury suffered by the National
Government or the Trust as a result thereof, without prejudice to the
application of such penalties and sanctions as may imposed under
applicable law.
ARTICLE III
The Asset Management Corporation
Section 14. Creation. — (a) The National Government
through the National Development Company shall and is hereby authorized
to organize under the provisions of the Corporation Code an asset
management corporation (herein referred to as the Asset Management
Corporation) to perform the functions contemplated in this Decree, and
to subscribe to and hold up to fifty percent (50%) of the authorized
capital stock of the Asset Management Corporation.
(b) The National Government, through the Minister of
Finance, shall invite and arrange for the investment in the remaining
equity of the Asset Management Corporation by an international
financial institution or institutions of which the Philippines is a
member and by other appropriate investors, whether foreign or domestic,
such investments to be made on terms that shall be mutually agreed
between such institution or institutions and the National Government.
Section 15. Management Contract. — The Trust and the
Asset Management Corporation shall enter into a management contract
providing for (i) the management, conservation and disposition of
assets transferred to the Trust under Section 20 hereof and referred by
the Trust to the Asset Management Corporation, (ii) the development,
for consideration of the Trust, of programs for the disposition of such
assets, and (iii) the negotiation of terms and conditions of each
disposition, in each case such disposition to be subject to the prior
approval of the Trust. The contract shall define the functions and
authority of the Asset Management Corporation, establish general
guidelines and policies for the management, conservation and
disposition of assets of the Trust and contain such other terms as may
be necessary for the effective discharge of the responsibilities of the
Asset Management Corporation as contemplated in this Decree. In respect
of each disposition of assets of the Trust referred by the Trust to the
Asset Management Corporation, the Trustees shall approve or disapprove
the recommendation of the Asset Management Corporation. A disposition
approved by the Trustees shall be final and shall not require nor be
subject to prior approval or ratification by any other Government
agency.
Section 16. Use of Other External Agencies. — Within
thirty days or such longer period as may be agreed by the Trust from
date of receipt by the Asset Management Corporation of a copy of the
instrument referred to in Section 20(c), executed by the President of
the Philippines and describing assets transferred to the Trust, the
Asset Management Corporation shall determine and advise the Trust which
of the assets so described would more appropriately be conserved and
disposed of by entities other than the Asset Management Corporation,
and the Trust, upon receipt of such advice, shall refer such assets to
government or private institutions and other agencies (whether
specifically formed for the purpose or otherwise and whether alone or
in conjunction with financial institutions of the kind contemplated by
Section 14(b)) for conservation and disposition.
Section 17. Payments in Foreign Currency. — (a) The
investment of an international financial institution in the Asset
Management Corporation shall be registered with the Central Bank of the
Philippines and, upon such registration, shall, together with dividends
and other income that may accrue thereon, be remittable from the
Philippines in foreign currency.
(b) The Asset Management Corporation may, subject to
the prior approval of the Central Bank of the Philippines, agree to pay
fees in foreign currency to such international financial institution
under management, consultancy or similar contract with the Asset
Management Corporation, and to reimburse foreign currency expenses of
such institutions in connection with services provided under such
contracts in foreign currency.
Section 18. Immunities and Privileges. — (a) Any
international financial institution of which the Philippines is a
member investing in and taking part in the operation of the Asset
Management Corporation contemplated in this Decree and the officers and
employees of such institution doing work in or in connection with the
Asset Management Corporation (whether as officers of such corporation
or otherwise) shall not thereby be deemed to have waived, and shall in
the performance of such acts continue to enjoy, all immunities and
privileges granted to each of them by law or treaty, including without
limitation immunity from legal process and immunity from taxation.
(b) Any international financial institution of which
the Philippine is a member, by virtue solely of it participation in the
equity and activities of the Asset Management Corporation, shall not be
deemed to be transacting or doing business in the Philippines, and in
any case shall be exempt from qualification, registration or other
requirements imposed by law upon foreign corporations transacting or
doing business in the Philippines.
Section 19. Status of Asset Management Corporation. —
Provided that the shares of stock held by the National Government in
the Asset Management Corporation, whether through the National
Development Company or otherwise, do not exceed fifty percent (50%) of
the outstanding capital stock of such corporation or do not exceed
fifty percent (50%) of the outstanding voting capital stock of such
corporation, the Asset Management Corporation shall not be deemed to be
a government-owned or controlled corporation for any purpose.
ARTICLE IV
Operational Provisions
Section 20. Transfer of Assets. — (a) There shall be
transferred to and vested in the Trust such assets of government
institutions as may from time to time within the period of one year
from the date of this Decree be identified by the President of the
Philippines, upon the recommendation of the Minister of Finance, as
appropriate for divestment in accordance with the provisions of this
Decree. Such assets shall include: (i) receivables and other
obligations due to government institutions under credit, lease
indemnity and other agreements together with all collateral security
and other rights (including but not limited to rights in relation to
shares of stock in corporations or to exercise voting powers in
relation thereto and rights to appoint directors of corporations or
otherwise engage in the management thereof) granted to such
institutions by contract or operation of law to secure or enforce the
right of payment of such obligations; (ii) real and personal property
of any kind owned or held by government institutions, including shares
of stock in corporations, obtained by such government institutions,
whether directly or indirectly, through foreclosure or other means, in
settlement of such obligations; and (iii) shares of stock and other
investments held by government institutions.
(b) The President of the Philippines, on behalf of
the National Government, may and is hereby authorized to assume the
obligations of government institutions on terms and to the extent
determined by the President, on the recommendation of the Minister of
Finance, to be warranted by the transfer of assets from such
institutions pursuant to this Decree.
(c) The President of the Philippines shall identify
assets to be transferred to the Trust as aforesaid in an appropriate
instrument describing such assets or identifying the loan or other
transactions giving rise to the receivables, obligations and other
property constituting assets to be transferred. Such instrument shall
upon execution by the President constitute the operative act of
transfer of the assets described therein.
(d) Nothing in this Decree shall:cralaw:red
(i) impair the rights of creditors of any of the
government institutions involved;chanroblesvirtualawlibrary
(ii) affect the right of the National Government to
pursue the enforcement of any claim of a government institution in
respect of or in relation to any asset transferred hereunder;chanroblesvirtualawlibrary
(iii) in relation to any debt hereby assigned and
transferred to the Trust of which a government institution is the
original creditor, give rise to any novation or requirement to obtain
the consent of the debtor; and
(iv) in relation to any share of stock or any
interest therein, give rise to any claim by any other stockholder for
enforcement of rights of pre-emption or of first refusal or other
similar rights, the provision of any law to the contrary
notwithstanding.
(e) Government institutions, as referred to in this
Decree, shall mean government-owned or controlled corporations,
financial or otherwise, whether organized by special charter or under
general law.
Section 21. Deeds of Assignment. — (a) Each
government institution from which assets are to be transferred pursuant
to this Decree shall and is hereby directed to execute, promptly at the
request of the Trust (but in no event later than thirty days after the
issuance by the President of the Philippines of the relevant instrument
referred to in Section 20(c) hereof, or such longer period as may be
specified by the Trust) a deed of assignment in favor of the Trust,
which shall, in annexes thereto, describe, account by account, the
nature and extent of such assets and to deliver to the Trust such
agreements, instruments, records and other papers in respect of such
assets as may be deemed by the Trust to be reasonably necessary or
appropriate. Each such deed of assignment shall constitute the Trust
the attorney-in-fact of the government institution to enable the Trust
to take such action and do such things as may be necessary or desirable
to consolidate and perfect the title of the Trust to such assets.
(b) A copy of such deed of assignment, together with
excerpts from its annexes describing particular property to be
transferred, certified to be true by the Secretary of the Trust before
a notary public or other official authorized by law to administer
oaths, shall provide sufficient basis to registers of deeds, transfer
agents of corporations and other persons authorized to issue
certificates of titles, shares of stock and other instruments
evidencing title to the assets so described to and in the name of the
Trust.
Section 22. Interim Responsibility for Transferred
Assets. — During the period prior to receipt by a government
institution of notice from the Trust that arrangements for the
management to assets transferred from such government institution under
this Decree have become effective, such government institution shall be
responsible for administering such assets for and on behalf of the
Trust.
Section 23. Incontestability. — Any determination by
the Trust that the terms on which an asset is to be sold or otherwise
disposed of are consistent with the objectives in this Decree and in
the best interest of the National Government shall be conclusive, and
such determination shall be evidenced by the execution by the Trust of
the contract of sale or other conveyance covering the disposition for
which such determination is required. The validity of any sale or
disposition concluded by the Trust under this Decree shall, except for
fraud, breach or material misrepresentation on the part of the
purchaser, be incontestable and be binding and enforceable against the
National Government and all third parties.
Section 24. No Injunctions. — The provisions of any
law to the contrary notwithstanding, no restraining order, temporary or
permanent injunction shall be issued by any court, agency or body for
the purpose of preventing the Trust, its agents or employees (i) from
taking possession of, consolidating title to or disposing of, assets
transferred to the Trust pursuant to this Decree or (ii) from
foreclosing upon security or exercising any other right or remedy
available to the Trust under law or contract (including without
limitation under Section 25 hereof) to enforce the payment of
obligations acquired by the Trust hereunder. No restraining order,
temporary or permanent injunction shall be issued by any court, agency
or body to prevent any purchaser of assets sold by the Trust pursuant
to this Decree from taking possession of, taking or consolidating title
to or disposing of, such assets except where the restraining order,
temporary or permanent injunction is sought by the Trust itself on the
grounds of fraud, breach or material misrepresentation on the part of
the purchaser.
Section 25. Receiverships. — Without prejudice to any
other remedy or course of action available to the Trust or the Asset
Management Corporation acting on behalf of the Trust, the Securities
and Exchange Commission shall, in addition to the jurisdiction and
powers conferred on it by Presidential Decree No. 902-A, upon petition
filed ex parte by the Trust or the Asset Management Corporation on
behalf of the Trust, appoint a receiver nominated by the Trust or the
Asset Management Corporation on its behalf to take over the management
and custody of the properties of a corporation in which the Trust holds
equity, or whose obligations have been acquired by the properties of a
corporation in which the Trust holds equity, or whose obligations have
been acquired by the Trust under this Decree, or which holds assets
subject to liens in favor of the Trust, in cases where such equity,
obligations or liens have been referred by the Trust to the Asset
Management Corporation for conservation and disposition and there is
imminent danger of dissipation, loss, wastage or destruction of assets
or other properties or paralyzation of business operations of such
corporation which may be prejudicial to the interest of its
stockholders, creditors, the general public or the National Government
or where appointment of a receiver has been stipulated by the parties
to a real or chattel mortgage or other agreement as and to foreclosure
thereof. Such receiver shall have all powers of a regular receiver
under the provisions of the Rules of Court and of a management
committee, board or body under section 6(d) of P.D. 902-A.
Section 26. Reporting Requirements. — The Trust shall
at least on an annual basis submit to the President of the Philippines
and to the Batasang Pambansa a report on the status of its asset
disposition program, which report shall include a description of the
individual assets disposed of, the purchasers thereof, the
consideration received therefor and the agreed terms of payment.
ARTICLE V
Miscellaneous Provisions
Section 27. Separability Clause. — Any portion or
provision of this Decree that may be declared unconstitutional shall
not have the effect of nullifying the other provisions thereof:
Provided, however, That such remaining portions can still stand and be
given effect in their entirety to accomplish the objectives of this
Decree.
Section 28. Repealing Clause. — All laws, decrees,
including Presidential Decree No. 2012, executive orders, rules and
regulations, or parts thereof, inconsistent with any of the provisions
of this Decree are hereby repealed or modified accordingly.
Section 29. Effectivity. — This Decree shall take
effect immediately.
Done in the City of Manila,
this 4th day of February, in the year of Our Lord, nineteen hundred and
eighty-six.
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