REPUBLIC ACT No. 62
An Act to Require the Presentation of Proof of Ownership of Securities and the Reconstruction of Corporate and Partnership Records, and for Other Purposes
Be it enacted by the Senate and House of Representatives of the Philippine Congress Assembled:
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.
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.
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 section. 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.
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 section. 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 section, 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.1avvphi1
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 section 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.
Section 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.
Section 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.
Section 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.1â#x0448;phi1
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 section, 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.
Section 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, section thirty-one of Commonwealth Act Numbered Eighty-three is hereby incorporated hereto and made a part hereof in so far as applicable.
Section 6. Effectivity.— This Act shall take effect upon its approval.
Approved: October 17, 1946.
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