SEC Increase of Authorized Capital Stock (Philippines)
CERTIFICATE OF INCREASE OF AUTHORIZED CAPITAL STOCK
Revised Corporation Code of the Philippines (RA 11232), Section 37
We, the undersigned President and Corporate Secretary of [Corporate Name] (SEC Reg. No. [SEC Reg. No.]), with principal office at [Principal Office], hereby certify that at a meeting of the Board of Directors duly held on [Board Meeting Date], and at a Stockholders' Meeting (or by written assent) duly held on [Stockholders Meeting Date], the following resolutions were adopted:
RESOLVED, that the authorized capital stock of [Corporate Name] be increased as follows:
CURRENT authorized capital stock: [Current Authorized Capital]
INCREASED authorized capital stock: [Increased Authorized Capital]
AMOUNT OF INCREASE: [Amount of Increase]
RESOLVED FURTHER, that at least 25% of the increased authorized capital stock has been subscribed and at least 25% of said subscription has been paid:
Amount subscribed from the increase: [Subscribed from Increase]
Amount paid up from the subscribed increase: [Paid-Up from Increase]
Bank where paid-up capital is deposited: [Bank Name]
TREASURER'S AFFIDAVIT
I, [Treasurer Name], Corporate Treasurer of [Corporate Name], hereby certify that the amount of [Paid-Up from Increase] representing at least 25% of the subscribed portion of the capital increase of [Amount of Increase] has been actually received by the corporation and is in the actual custody of the corporation, deposited with [Bank Name].
SUBSCRIBED AND SWORN to before me this _____ day of _______________, 20____, at _____________________.
[Treasurer Name]
Corporate Treasurer
CERTIFICATION
We certify that the foregoing resolutions were duly adopted in accordance with the Revised Corporation Code (RA 11232), and that all required stockholder approvals were duly obtained.
Signed this [Filing Date] at [Principal Office].
[President Name]
President
[Corporate Secretary Name]
Corporate Secretary
SUBSCRIBED AND SWORN to before me this _____ day of _______________, 20____, at _____________________.
Notary Public: _____________________
Doc. No. _____; Page No. _____; Book No. _____; Series of 20____.
President
________________
Signature
Corporate Treasurer
________________
Signature
Corporate Secretary
________________
Signature
What Is a SEC Increase of Authorized Capital Stock (Philippines)?
An SEC Increase of Authorized Capital Stock is a Philippine corporate document filed with the Securities and Exchange Commission to amend the capital stock provision of a corporation's Articles of Incorporation, increasing the maximum number or value of shares the corporation is authorized to issue under the Revised Corporation Code of the Philippines (Republic Act No. 11232). The authorized capital stock sets the ceiling on share issuances, and increasing it allows the corporation to raise additional equity capital from new or existing investors.
The procedure is governed by Section 37 of RA 11232, which requires that the increase be approved by a majority of the board of directors and ratified by stockholders representing at least two-thirds (2/3) of the outstanding capital stock. Additionally, at least 25% of the increased authorized capital stock must be subscribed, and at least 25% of the subscribed amount (or the minimum paid-up capital required by the applicable regulatory body) must be paid up at the time of filing, per SEC Memorandum Circular No. 2 (2016).
The filing with the SEC must include the Amended Articles of Incorporation (covering the capital stock provision), a Board Resolution, the minutes of the stockholders' meeting or written assent, a Treasurer's Affidavit certifying the subscription and payment of the increase, and a Bank Certificate of Deposit (or audited financial statement for non-cash consideration) evidencing the paid-up capital. SEC filing fees for capital increases are 1/10 of 1% of the amount of the increase, with a minimum fee under SEC Memorandum Circular No. 3 (2019).
Corporations operating in regulated industries must obtain prior clearance before filing: banks and quasi-banks require Bangko Sentral ng Pilipinas (BSP) approval under the General Banking Law (RA 8791); insurance companies require Insurance Commission clearance under the Insurance Code (Presidential Decree No. 612, as amended by RA 10607); and entities subject to the Anti-Dummy Law (Commonwealth Act No. 108) must confirm that the increased capital maintains the required Filipino equity ratios.
The legal framework governing the SEC Increase of Authorized Capital Stock (Philippines) in Philippines draws on several key statutes and regulatory bodies. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Parties executing a SEC Increase of Authorized Capital Stock (Philippines) in Philippines should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Revised Corporation Code (RA 11232, 2019) sets the foundational requirements.
When Do You Need a SEC Increase of Authorized Capital Stock (Philippines)?
An SEC Increase of Authorized Capital Stock in the Philippines is needed when a corporation's existing authorized capital stock is insufficient to accommodate new equity issuances required by business expansion, investor entry, or regulatory mandate.
The filing is required when a corporation seeks to admit new investors — whether private equity firms, venture capital funds, or strategic partners — and the new shares to be issued would exceed the remaining unissued authorized capital. Issuing shares beyond the authorized capital is void under Section 37 of RA 11232 and exposes corporate officers to personal liability.
The filing is needed when a corporation must meet minimum capitalization requirements imposed by a regulatory body: the Bangko Sentral ng Pilipinas (BSP) requires a minimum capital of PHP 400 million for rural banks and PHP 20 billion for universal banks under BSP Circular No. 1111 (2021); the Insurance Commission requires varying minimum net worth levels under IC Circular Letter No. 2022-71; and the SEC itself requires minimum paid-up capital for corporations engaging in financing under the Financing Company Act (RA 8556).
The filing is required when a corporation implements an Employee Stock Ownership Plan (ESOP) or grants stock options under a board-approved plan, and the aggregate shares reserved for the plan exceed the remaining authorized but unissued shares.
The filing is needed when a corporation undertakes a debt-to-equity conversion — converting outstanding loans or bonds into shares — and the shares to be issued exceed current authorized capital. This transaction also requires compliance with BSP or SEC rules on quasi-reorganization depending on the corporation's financial position.
Parties in Philippines should prepare a SEC Increase of Authorized Capital Stock (Philippines) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your SEC Increase of Authorized Capital Stock (Philippines)
A complete SEC Increase of Authorized Capital Stock filing in the Philippines must include the following elements as required by Section 37 of RA 11232 and SEC Memorandum Circular No. 2 (2016).
Amended Capital Stock Provision: The exact amended text of the capital stock article in the Articles of Incorporation, stating the new total authorized capital stock in Philippine pesos (PHP ₱), the number of shares authorized, the par value per share (or no-par value designation), and the classification of shares (common, preferred, redeemable, treasury) if applicable.
Board Resolution: A Board Resolution adopted by majority vote of the board of directors at a duly constituted meeting, expressly approving the specific amount of the increase, the terms of the new shares, and authorizing the President and Corporate Secretary to execute all documents and file with the SEC.
Stockholders' Approval: A certified excerpt of the minutes of the stockholders' meeting, or written assent signed by stockholders holding at least two-thirds (2/3) of the outstanding capital stock, approving the increase as required by Section 37 of RA 11232.
Treasurer's Affidavit: A sworn Affidavit of the Corporate Treasurer (using the SEC prescribed form) certifying that at least 25% of the increased authorized capital has been subscribed and at least 25% of the subscribed amount has been actually paid up in cash or property, and that the paid-up amount is in the actual custody of the corporation.
Bank Certificate of Deposit: A Bank Certification from a Philippine bank (BSP-supervised) stating the amount of cash deposited as payment for the increase, the account number, and that the funds are available to the corporation. For non-cash consideration, an independent appraisal report and board resolution valuing the property are required per Section 61 of RA 11232.
Subscription Agreement: Individual subscription agreements signed by each subscriber for the new shares, stating the number of shares subscribed, par value, total subscription price, and the amount paid. These must align with the Treasurer's Affidavit figures.
Additional compliance elements for a SEC Increase of Authorized Capital Stock (Philippines) used in Philippines include: Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation.
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}Frequently Asked Questions
Under Section 37 of the Revised Corporation Code (RA 11232) and SEC Memorandum Circular No. 2 (2016), when a Philippine corporation increases its authorized capital stock, at least 25% of the increased authorized capital must be subscribed at the time of filing the amendment with the SEC. Of that subscribed amount, at least 25% must be paid up in cash or property valued under Section 61 of RA 11232. For example, if the increase is PHP 10 million, at least PHP 2.5 million must be subscribed and at least PHP 625,000 must be paid up. Corporations in regulated industries — such as banks (BSP), insurance companies (Insurance Commission), or financing companies (SEC) — may be subject to higher minimum paid-up capital requirements imposed by their primary regulatory agencies that supersede the general 25/25 rule.
No. Under Section 37 of the Revised Corporation Code (RA 11232), an increase in the authorized capital stock of a Philippine corporation requires both board approval (by majority vote of directors) and stockholder ratification by the vote of stockholders representing at least two-thirds (2/3) of the outstanding capital stock. This two-thirds threshold cannot be waived, reduced by the By-Laws, or delegated to the board. For a One Person Corporation (OPC) under Section 116 of RA 11232, the single stockholder's written resolution satisfies both the board and stockholder requirements. The stockholder vote may be taken at a meeting duly called for the purpose, or obtained through written assent signed by the required two-thirds of stockholders without calling a meeting. Under Philippines law, Revised Corporation Code (RA 11232, 2019), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation.
The SEC filing fee for an increase in authorized capital stock in the Philippines is 1/10 of 1% (0.1%) of the total amount of the increase in authorized capital stock, subject to a minimum filing fee under SEC Memorandum Circular No. 3 (2019). For example, an increase of PHP 5 million would incur an SEC filing fee of PHP 5,000. Additional costs include: SEC legal research fee of 1% of the filing fee; documentary stamps on the Amended Articles and related documents under the National Internal Revenue Code (NIRC); notarization fees for the Treasurer's Affidavit and amended documents; and bank certification fees for the deposit certificate. If the corporation must obtain prior regulatory clearance from the BSP or Insurance Commission, those agencies may impose their own processing fees. Under Philippines law, Revised Corporation Code (RA 11232, 2019), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation.
In Philippine corporate law under RA 11232, authorized capital stock is the maximum total value of shares that a corporation is permitted to issue, as stated in its Articles of Incorporation. Subscribed capital stock is the portion of the authorized capital that has been committed to by subscribers through subscription agreements — meaning investors have agreed to purchase those shares but may not yet have paid in full. Paid-up capital is the portion of subscribed capital that has been actually received by the corporation in cash or property. For example, a corporation with PHP 10 million authorized capital stock may have subscribed PHP 4 million (40% subscribed) and paid up PHP 1 million (10% paid-up). Under RA 11232, newly incorporated stock corporations must have at least 25% of the authorized capital subscribed and at least 25% of the subscribed amount paid up before the SEC will issue the Certificate of Incorporation.
Increasing authorized capital stock in a Philippine corporation triggers documentary stamp tax (DST) under Section 174 of the National Internal Revenue Code (NIRC), as amended by the Tax Reform for Acceleration and Inclusion Act (TRAIN Law, RA 10963). DST is imposed on each original issuance of shares of stock at PHP 2.00 per PHP 200 of the par value or actual consideration of shares issued. When shares are issued pursuant to the capital increase, the issuing corporation must file BIR Form 2000 and pay the DST within 5 days after the close of the month in which the shares are issued. Capital stock increases do not directly trigger income tax at the corporate level, but individual or corporate stockholders who subscribe at a price above book value may realize taxable income in certain restructuring scenarios. The SEC filing itself does not generate an income tax event — only the actual issuance of shares to subscribers does.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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