TITLE XVIMISCELLANEOUS
PROVISIONS
Sec. 137. Outstanding
capital stock defined. - The term "outstanding capital
stock",
as used in this Code, means the total shares of stock issued under
binding
subscription agreements to subscribers or stockholders, whether or not
fully or partially paid, except treasury shares. (n)
Sec. 138. Designation
of governing boards. - The provisions of specific
provisions
of this Code to the contrary notwithstanding, non-stock or special
corporations
may, through their articles of incorporation or their by-laws,
designate
their governing boards by any name other than as board of trustees. (n)
Sec. 139. Incorporation
and other fees. - The Securities and Exchange Commission
is hereby authorized to collect and receive fees as authorized by law
or
by rules and regulations promulgated by the Commission. (n)
Sec. 140. Stock
ownership in certain corporations. - Pursuant to the
duties
specified by Article XIV of the Constitution, the National Economic and
Development Authority shall, from time to time, make a determination of
whether the corporate vehicle has been used by any corporation or by
business
or industry to frustrate the provisions thereof or of applicable laws,
and shall submit to the Batasang Pambansa, whenever deemed necessary, a
report of its findings, including recommendations for their prevention
or correction.
Maximum
limits may be set by the Batasang
Pambansa for stockholdings in corporations declared by it to be vested
with a public interest pursuant to the provisions of this section,
belonging
to individuals or groups of individuals related to each other by
consanguinity
or affinity or by close business interests, or whenever it is necessary
to achieve national objectives, prevent illegal monopolies or
combinations
in restraint or trade, or to implement national economic policies
declared
in laws, rules and regulations designed to promote the general welfare
and foster economic development.
In
recommending to the Batasang Pambansa corporations,
business or industries to be declared vested with a public interest and
in formulating proposals for limitations on stock ownership, the
National
Economic and Development Authority shall consider the type and nature
of
the industry, the size of the enterprise, the economies of scale, the
geographic
location, the extent of Filipino ownership, the labor intensity of the
activity, the export potential, as well as other factors which are
germane
to the realization and promotion of business and industry.
Sec. 141. Annual
report or corporations. - Every corporation, domestic or
foreign, lawfully doing business in the Philippines shall submit to the
Securities and Exchange Commission an annual report of its operations,
together with a financial statement of its assets and liabilities,
certified
by any independent certified public accountant in appropriate cases,
covering
the preceding fiscal year and such other requirements as the Securities
and Exchange Commission may require. Such report shall be submitted
within
such period as may be prescribed by the Securities and Exchange
Commission.
(n)
Sec. 142. Confidential
nature of examination results. - All interrogatories
propounded
by the Securities and Exchange Commission and the answers thereto, as
well
as the results of any examination made by the Commission or by any
other
official authorized by law to make an examination of the operations,
books
and records of any corporation, shall be kept strictly confidential,
except
insofar as the law may require the same to be made public or where such
interrogatories, answers or results are necessary to be presented as
evidence
before any court. (n)
Sec. 143. Rule-making
power of the Securities and Exchange
Commission.
- The Securities and Exchange Commission shall have the power and
authority
to implement the provisions of this Code, and to promulgate rules and
regulations
reasonably necessary to enable it to perform its duties hereunder,
particularly
in the prevention of fraud and abuses on the part of the controlling
stockholders,
members, directors, trustees or officers. (n)
Sec. 144. Violations
of the Code.-
Violations
of any of the provisions of this Code or its amendments not otherwise
specifically
penalized therein shall be punished by a fine of not less than one
thousand
(P1,000.00) pesos but not more than ten thousand (P10,000.00) pesos or
by imprisonment for not less than thirty (30) days but not more than
five
(5) years, or both, in the discretion of the court. If the violation is
committed by a corporation, the same may, after notice and hearing, be
dissolved in appropriate proceedings before the Securities and Exchange
Commission: Provided, That such dissolution shall not preclude the
institution
of appropriate action against the director, trustee or officer of the
corporation
responsible for said violation: Provided, further, That nothing in this
section shall be construed to repeal the other causes for dissolution
of
a corporation provided in this Code. (190 1/2 a)
Sec. 145. Amendment
or repeal. - No right or remedy in favor of or against
any
corporation, its stockholders, members, directors, trustees, or
officers,
nor any liability incurred by any such corporation, stockholders,
members,
directors, trustees, or officers, shall be removed or impaired either
by
the subsequent dissolution of said corporation or by any subsequent
amendment
or repeal of this Code or of any part thereof. (n)
Sec. 146. Repealing
clause. - Except as expressly provided by this Code, all
laws or parts thereof inconsistent with any provision of this Code
shall
be deemed repealed. (n)
Sec. 147. Separability
of provisions. - Should any provision of this Code or
any
part thereof be declared invalid or unconstitutional, the other
provisions,
so far as they are separable, shall remain in force. (n)
Sec. 148. Applicability
to existing corporations. - All corporations lawfully
existing
and doing business in the Philippines on the date of the effectivity of
this Code and heretofore authorized, licensed or registered by the
Securities
and Exchange Commission, shall be deemed to have been authorized,
licensed
or registered under the provisions of this Code, subject to the terms
and
conditions of its license, and shall be governed by the provisions
hereof:
Provided, That if any such corporation is affected by the new
requirements
of this Code, said corporation shall, unless otherwise herein provided,
be given a period of not more than two (2) years from the effectivity
of
this Code within which to comply with the same. (n)
Sec. 149. Effectivity.
- This Code shall take effect immediately upon its approval.
Approved:
May 1, 1980 |
