MC No. 28 s.2020 — Requirement for Corporations, Partnerships, Associations, and Individuals to Create and/or Designate E-mail Account Address and Cellphone Number for Transactions with the Commission

Republic of the Philippines Department of Finance Securities and Exchange Commission

MEMORANDUM CIRCULAR NO. 28 Series of 2020

TO : ALL CONCERNED

SUBJECT : Requirement for Corporations, Partnerships, Associations, and Individuals to Create and/or Designate E-mail Account Address and Cellphone Number for Transactions with the Commission

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WHEREAS, under Section 5(g) of Republic Act No. 8799, also known as the Securities Regulation Code (“SRC”), the Commission shall have the power to prepare, approve, amend or repeal rules, regulations and orders, and issue opinions and provide guidance on and supervise compliance with such rules, regulations and orders;

WHEREAS, under Sec. 5.1(n) of the SRC, the Commission shall exercise such other 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 the Commission to achieve the objectives and purposes of these laws;

Whereas, Section 13 of Republic Act No. 11232, otherwise known as the Revised Corporation Code of the Philippines (“RCC”), provides that the articles of incorporation and applications for amendments thereto may be filed with the Commission in the form of an electronic document, in accordance with the Commission’s rules and regulations on electronic filing;

Whereas, Section 179(o) of the RCC provides that the Commission shall have the power and authority to formulate and enforce standards, guidelines, policies, rules and regulations to carry out the provisions of the RCC;

Whereas, Section 179(p) of the RCC provides that the Commission shall have the power and authority to exercise such other powers provided by law or those which may be necessary or incidental to carrying out the powers expressly granted to the Commission; and

Whereas, Section 179(p) of the RCC provides that the Commission shall develop and implement an electronic filing and monitoring system. The Commission shall promulgate rules to facilitate and expedite, among others, corporate name reservation and registration, incorporation, submission of reports, notices, and documents required under the RCC, and sharing of pertinent information with other government agencies.

Whereas, Section 6 of Republic Act No. 8792, otherwise known as the Electronic Commerce Act (“ERA”), provides that information shall not be denied validity or enforceability solely on the ground that it is in the form of an electronic data message

Page 1 of 14 Published: Philippine Star, October 31, 2020 Manila Times, October 31, 2020

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Republic of the Philippines Department of Finance Securities and Exchange Commission

purporting to give rise to such legal effect, or that it is merely incorporated by reference in that electronic data message.

Whereas, Section 7 of ERA provides that electronic documents shall have the legal effect, validity or enforceability as any other document or legal writing.

NOW THEREFORE, in order to facilitate and expedite the transmission and receipt of official communications as well as enhance the integrity thereof, the Commission hereby promulgates the following requirements and guidelines for the creation and/or designation of an official e-mail account and cellphone number for transactions with the Commission:

SECTION 1. Official E-Mail Address and Cellphone Number; Persons Required. - Every corporation, association, partnership, and person under the jurisdiction and supervision of the Commission shall submit a valid official electronic mail (“e-mail”) address and a valid official cellular phone number within sixty (60) days from the effectivity of these rules. For future applications and those applications which are still pending primary registration with the Company Registration and Monitoring Department (CRMD), such information should be either indicated during the filling up of the registration forms or submitted within thirty (30) days from the issuance of the certificate of registration, license or authority.

SEC. 2. Alternate E-mail Address and Cellphone Number. - In addition to the valid official e-mail address and official cellular phone number, every corporation, association, partnership, and person under the jurisdiction and supervision of the Commission shall also submit a valid alternate e-mail address and valid alternate cellular phone number.

SEC. 3. Valid E-mail Address. - A valid official or alternate e-mail address shall pertain to an existing e-mail address which identifies an e-mail box, with at least One (1) Gigabyte of unused memory space at any given time, to which the Commission may deliver e-mail messages through the internet, and from which the Commission may receive e-mail messages through the internet. The official e-mail address of a corporation, association, partnership, or individual may be the official or alternate e-mail address of another corporation, association, partnership or individual; Provided, that the official e-mail address of a corporation, association, partnership or individual must be distinct from the alternate e-mail address of the same corporation, association, partnership, or individual.

SEC. 4. Valid Cellphone Number. - A valid official or alternate cellular phone number shall pertain to an existing mobile phone number from any telecommunications company legally operating in the Philippines to which the Commission may call or deliver Short Message Service (SMS), and from which the Commission may receive SMS or calls. The official cellular phone number of a corporation, association, partnership, or individual may be the official or alternate cellular phone number of another corporation, association, partnership or individual; Provided, that the official cellular phone number of a corporation, association, partnership or individual must be distinct from the alternate cellular phone number of the same corporation, association, partnership, or individual.

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Republic of the Philippines Department of Finance Securities and Exchange Commission

SEC. 5. Person in Control. - The e-mail addresses and cellular phone numbers shall be under the control of the corporate secretary, the person charged with the administration and management of the corporation sole, the resident agent of the foreign corporation, the managing partner, the individual, or the duly authorized representative; Provided, that the corporation, association, partnership or individual shall also submit proof of the authorized representative’s authority (i.e. special power of attorney or secretary’s certificate) to control the e-mail addresses and cellular phone numbers, and to sign and file the Submission (described in paragraph 6), Authorization/Certification of Authorization (described in paragraph 9) and/or Certification (described in paragraph 11).

SEC. 6. Submission. - The Submission of E-mail Addresses and Cellular Phone Numbers shall include the following:

a. Complete name of the corporation, association, partnership, or person; b. The SEC registration number or identification number; c. Official electronic mail address; d. Official cellular phone number; e. Alternate electronic mail address; f. Alternate cellular phone number; g. For corporations, the complete name and signature of the corporate secretary, the person charged with the administration and management of the corporation sole, or the duly authorized representative; h. For partnerships, the complete name and signature of the managing-partner or the duly authorized representative; and i. For natural persons, his/her signature or his/her duly authorized representative’s signature.

SEC. 7. Inclusion in GIS or NUF. - Beginning February 23, 2021 onwards, the e-mail addresses and cellular phone numbers shall be included in the General Information Sheet (GIS) or Notification Update Form (NUF) regularly filed with the Commission. If a corporation fails to include the e-mail addresses and cellular phone numbers in the GIS or NUF regularly filed with the Commission, such GIS or NUF shall be considered incomplete.

(Modified 1st page of GIS for Stock, Non-Stock and Foreign Corporations are attached hereto as Annexes “A” to “C” and “C-1”.)

SEC. 8. Purpose of E-mail Addresses. - Both the official and alternate e-mail addresses shall be where transactions, applications, letters, requests, papers and pleadings under the jurisdiction of, or for consideration by, the Commission may be processed, submitted and/or filed online. The Commission may likewise send notices, letter-replies, orders, decisions and/or other documents through said e-mail addresses, and the corporations, associations, partnerships and individuals are deemed to have received those notices, letter-replies, orders, decisions and/or other documents on the date so sent by the

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Republic of the Philippines Department of Finance Securities and Exchange Commission

Commission. Service of notice through this process shall be considered compliance with the notice requirement of administrative due process.

SEC. 9. Authorization. - The Submission of the e-mail addresses and cellular phone numbers shall be accompanied by a duly signed Authorization or Certification of Authorization, which shall state that the corporation, partnership, association, or person allows the Commission to send notices, letter-replies, orders, decisions, and/or other documents through the e-mail addresses and cellular phone numbers provided, for the purpose of complying with the notice requirement of administrative due process. If the principal is an individual, he or she shall sign the Authorization, or it shall be signed by the duly authorized representative. If the principal or entity is a partnership, it shall be signed by the managing-partner or the duly authorized representative. If the principal or entity is a corporation sole, the Certification of Authorization shall be signed by the corporate secretary, or the Authorization shall be signed by the person charged with the administration and management of the corporation sole or the duly authorized representative. For other types of domestic corporations, the Certification of Authorization shall be signed by the corporate secretary, or the Authorization shall be signed by the duly authorized representative.

Samples of the Submission of E-mail Addresses and Cellular Phone Numbers are attached hereto as Annexes “D” to “F”.

SEC. 10. Purpose of Cellphone Numbers. - The provision for designating an official cellphone number to be provided by all entities registered with the SEC is an additional security measure to ensure that the person accessing the e-mails sent by the Commission is the authorized person of the corporation or partnership to receive and retrieve the same. For every transmittal, Multi-Factor Authentication (MFA) utilizing mechanisms such as One-Time Personal Identification Number (OTP) scheme or Two-Step Verification by a Software-Based Authenticator will be performed by SEC to said cell phone number which the authorized person will have to input before the e-mail message can be retrieved.

SEC. 11. No Internet Access. - If a corporation, association, partnership, or person is unable to create an e-mail account due to the fact that the area where the principal office address is located has no internet access, only the official and alternate cellular phone numbers shall be required to be submitted to the Commission; Provided, that such person, the corporate secretary, the managing partner, the person charged with the administration and management of the corporation sole, or the authorized representative shall execute and file a Certification that the corporation, partnership, association, or person is unable to create an e-mail account due to the fact that the area where the principal office address is located has no internet access; Provided, further, that, within thirty (30) days from the time the area where the principal office is located gains access to the internet, the corporation, association, or person shall submit to the Commission the official e-mail address and alternate e-mail address.

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Republic of the Philippines Department of Finance Securities and Exchange Commission

SEC. 12. Change of E-mail Address or Cellphone Number. - Should a corporation, partnership, association, or person decide to replace the official e-mail address, alternate e-mail address, official cellular phone number, and/or alternate cellular phone number, a Notice to Change E-mail Address and/or Cellular Phone Number shall be filed with the Commission, within five (5) days from the date the corporation, partnership, association, or person decided to change the e-mail address and/or cellular phone number. The Notice shall also be accompanied by an Authorization or Certification of Authorization, as described in Paragraph 9 of these rules, allowing the Commission to send notices, letter-replies, orders, decisions, and/or other documents through the new e-mail address and/or cellular phone number, for the purpose of complying with the notice requirement of administrative due process.

A sample Notice to Change E-mail Address and/or Cellular Phone Number is attached hereto as Annex “G”.

SEC. 13. Double-Filing. - In case of double filing of e-mail addresses and cellular phone numbers, the Commission may summon the parties involved to determine the cause for the double filing, and to determine whether an intra-corporate dispute exists. If the Commission finds that an intra-corporate dispute exists and there is double filing, the Submissions of E-mail Addresses and Cellular Phone Numbers, and/or the Notices to Change E-mail Address and/or Cellular Phone Number, as well as the General Information Sheets, shall be marked “DISPUTED”. The said Submissions, Notices and/or General Information Sheets may be unmarked by an order from the appropriate Court.

SEC. 14. Penalty. - Beginning February 23, 2021, a corporation, partnership, association, or person who fails to submit the e-mail addresses and cellular phone numbers within the period provided under these rules shall be administratively penalized with a penalty on the corporation, partnership, association, or person in the amount of Ten Thousand Pesos (P10,000.00).

SEC. 15. Confidentiality of Information. - Any information obtained by the Commission under these rules shall be treated as confidential and proprietary in nature, and shall not be made available to the public, subject to the exceptions provided under the Data Privacy Act of 2012, its implementing Rules and Regulations, and applicable issuances of the National Privacy Commission.

SEC. 16. Applicability of SEC Rules of Procedure. - The SEC Rules of Procedure, and other relevant rules and regulations promulgated by the Commission shall be complied with as far as practicable.

SEC. 17. Separability Clause. - If any of the provisions of these rules is declared invalid or unconstitutional, other provisions hereof which are not affected thereby shall continue to be in full force and effect.

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Republic of the Philippines Department of Finance Securities and Exchange Commission

SEC. 18 Effectivity. - These rules shall take effect immediately after its publication in the Official Gazette or in at least Two (2) newspapers of general circulation in the Philippines.

Done this 27th day of August 2020, Pasay City, Philippines.

[Signature] EMILIO B. AQUINO Chairperson

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[Annexes A through G omitted for brevity as they are forms/templates]