[ QRCGC CIRCULAR NO. 002 s. 1992, June 11, 1992 ]
RULES AND REGULATIONS GOVERNING SUBSCRIPTION BY PRIVATE INVESTORS TO THE CAPITAL STOCK OF QUEDANCOR
Pursuant to Section 9 of Republic Act No. 7393, the concurrence of the Securities and Exchange Commission dated June 3, 1992 and QUEDANCOR Board Resolution No. 4-92 issued on June 11, 1992, the following are hereby prescribed:
1. Authorized Capital Stock - The authorized capital stock of the Quedan and Rural Credit Guarantee Corporation (QUEDANCOR) is Two Billion Pesos (P2,000,000,000.00) divided into two billion common and voting shares with par value of One Peso (P1.00) per share.
2. Subscription by Government - Sixty (60%) percent of the authorized capital stock or 1.2 billion shares are available for subscription solely by the National Government and/or government-owned or controlled corporations.
The National Government shall be deemed to have subscribed to such number of shares of the QUEDANCOR equivalent in par value to and considered paid for, by the net assets of the Quedan Guarantee Fund Board, as determined and certified by the Commission on Audit within three (3) months from the effectivity of R.A. 7393.
The Department of Agriculture, the Department of Agrarian Reform, the Technology and Livelihood Resource Center, the Philippine Amusement and Gaming Corporation, the Philippine National Bank, the Development Bank of the Philippines, the Land Bank of the Philippines, the Government Service Insurance System, the Social Security System, other government agencies and government-owned or controlled corporations are authorized to invest in the capital stock of the QUEDANCOR.
However, the shares of the National Government and government-owned or controlled corporations may be sold to one another but not to private investors.
3. Subscription by Private Investors - Forty (40%) percent of the authorized capital stock or 0.8 billion shares are available for subscription solely by small farmers, fisherfolks, their cooperatives and other private investors, whether individual, partnership or corporation.
However, no private person, natural or juridical, shall directly or indirectly, by interlocking directorate or other forms of combinations, by trust, subscription, purchase, lease, mortgage, pledge, or other means of acquisition or encumbrance, own at any one time more than ten percent (10%) of the portion of the QUEDANCOR s authorized capital stock that can be subscribed solely by small farmers, fisherfolk, their cooperatives and other private investors.
4. Minimum Subscription - Minimum subscription shall be 500 shares for individuals, 5,000 shares for cooperatives/partnerships and 50,000 shares for corporations.
5. Application for Subscription - To subscribe to the capital stock of QUEDANCOR, a duly accomplished Application for Subscription must be submitted together with the required documents and corresponding payment. Every application is subject to the final approval of QUEDANCOR s Corporate Secretary/President.
Subscribers must submit their application to the office of the Corporate Secretary/President directly or thru any of QUEDANCOR s Field Officers - Chief Quedan Operations Officer, Supervising Quedan Operations Officer, Senior Quedan Operations Officer or Operations Officer.
6. Documentary Requirements - Subscription by corporations, cooperatives or partnerships must be accompanied by the following documents:
7. Payment of Subscription - Subscription may be paid in full or on deferred payment basis in the form of cash or check. However, payment for subscription thru QUEDANCOR s Field Officers must be paid in check form only.
Payments of application not approved, in whole or in part, shall refunded without interest within a reasonable period of time.
Subscription payment in check shall be value-dated on the day of receipt of cleared funds. The corresponding application shall likewise be considered for approval as of said date.
For deferred payment, a 25% down payment is required upon filing of the application and the balance must be paid in not more than six (6) equal monthly installments. Every installment must be paid on or before the scheduled due date, otherwise the amount due shall be subject to 1% interest per month of delay or fraction thereof.
8. Withdrawal of Application - Withdrawal of application for subscription may be made by the applicant in writing before said application is approved by the Corporate Secretary/President. The corresponding payment shall be refunded without interest by QUEDANCOR within a reasonable period of time.
9. Sale of Unpaid Subscribed Shares - The investor may be allowed to sell the unpaid subscribed shares. QUEDANCOR shall not register the sale of shares unless the total outstanding obligation has been fully paid.
10. Delinquent Stocks - Non-payment of three consecutive installments for shares under deferred payment shall automatically render the whole balance due and payable. If full payment is not made within 30 days from the due date of the last unpaid installment, all shares covered by the subscription shall thereupon become delinquent and QUEDANCOR shall have the right to sell the shares and apply the proceeds including the down payment and any accrued dividends against the unpaid subscribed shares, pursuant to the Corporation Code of the Philippines.
11. Recording of Subscription and Issuance of Certificates - For approved subscription, the name/s of the subscriber/s shall be entered on the Stock and Transfer Book indicating therein the stocks subscribed and the corresponding payment.
Upon full payment of subscription, a certificate signed by the President and countersigned by the Corporate Secretary duly stamped with the Corporate Seal shall be issued to the stockholder. All certificates shall be issued in numerical order from the stock certificate book and shall contain the number, the date of issue, the number of shares for which it was issued, the name of the person in whose favor it was issued and shall bear at the back thereof a form of assignment of the certificate of stock and the features of the restriction on the share.
12. Transfer and Cancellation of Certificates - Transfer of shares shall be made on the books of the QUEDANCOR only upon the surrender of the original certificate which shall thereupon be dated and marked CANCELLED by the Corporate Secretary and pasted or attached to the original stub of the stock Certificate Book. A new certificate shall then be issued accordingly.
13. Lost or Destroyed Stock Certificates - Lost or destroyed certificates may be replaced upon submission, by the person claiming such loss or destruction, of an affidavit in triplicate showing the ownership of the stock certificate alleged to have been lost or destroyed and the facts supporting its loss or destruction, and only after complying with the requirements of the Corporation Code of the Philippines.
14. Special Provision - When a private investor owns or holds directly or indirectly more than 10% of QUEDANCOR s authorized capital stock that can be subscribed solely by private investors, such private person shall not be allowed to exercise voting privilege for the shares beyond the 10% limit and QUEDANCOR shall direct the disposition of such excess shares in favor of other private investor.
15. Venue of Legal Action - Venue of any action cut of or in connection with the subscription to the QUEDANCOR capital stock shall be in the appropriate courts of Quezon City.
This Circular shall take effect immediately.
Adopted: 11 June 1992
(Sgd.) GALO B. GARCHITORENA
President
1. Authorized Capital Stock - The authorized capital stock of the Quedan and Rural Credit Guarantee Corporation (QUEDANCOR) is Two Billion Pesos (P2,000,000,000.00) divided into two billion common and voting shares with par value of One Peso (P1.00) per share.
2. Subscription by Government - Sixty (60%) percent of the authorized capital stock or 1.2 billion shares are available for subscription solely by the National Government and/or government-owned or controlled corporations.
The National Government shall be deemed to have subscribed to such number of shares of the QUEDANCOR equivalent in par value to and considered paid for, by the net assets of the Quedan Guarantee Fund Board, as determined and certified by the Commission on Audit within three (3) months from the effectivity of R.A. 7393.
The Department of Agriculture, the Department of Agrarian Reform, the Technology and Livelihood Resource Center, the Philippine Amusement and Gaming Corporation, the Philippine National Bank, the Development Bank of the Philippines, the Land Bank of the Philippines, the Government Service Insurance System, the Social Security System, other government agencies and government-owned or controlled corporations are authorized to invest in the capital stock of the QUEDANCOR.
However, the shares of the National Government and government-owned or controlled corporations may be sold to one another but not to private investors.
3. Subscription by Private Investors - Forty (40%) percent of the authorized capital stock or 0.8 billion shares are available for subscription solely by small farmers, fisherfolks, their cooperatives and other private investors, whether individual, partnership or corporation.
However, no private person, natural or juridical, shall directly or indirectly, by interlocking directorate or other forms of combinations, by trust, subscription, purchase, lease, mortgage, pledge, or other means of acquisition or encumbrance, own at any one time more than ten percent (10%) of the portion of the QUEDANCOR s authorized capital stock that can be subscribed solely by small farmers, fisherfolk, their cooperatives and other private investors.
4. Minimum Subscription - Minimum subscription shall be 500 shares for individuals, 5,000 shares for cooperatives/partnerships and 50,000 shares for corporations.
5. Application for Subscription - To subscribe to the capital stock of QUEDANCOR, a duly accomplished Application for Subscription must be submitted together with the required documents and corresponding payment. Every application is subject to the final approval of QUEDANCOR s Corporate Secretary/President.
Subscribers must submit their application to the office of the Corporate Secretary/President directly or thru any of QUEDANCOR s Field Officers - Chief Quedan Operations Officer, Supervising Quedan Operations Officer, Senior Quedan Operations Officer or Operations Officer.
6. Documentary Requirements - Subscription by corporations, cooperatives or partnerships must be accompanied by the following documents:
6.1 |
Certificate of Registration with SEC or CDA as the case may be |
6.2 |
Articles of incorporation/cooperation/partnership |
6.3 |
List of current officers and members/directors of the board |
6.4 |
Board Resolution certified by the corporation s/cooperative s Secretary authorizing the subscription of the shares and specifying the person/s authorized to sign. In case of partnership, an affidavit of undertaking of the managing partner to subscribe the shares applied for shall be required. |
7. Payment of Subscription - Subscription may be paid in full or on deferred payment basis in the form of cash or check. However, payment for subscription thru QUEDANCOR s Field Officers must be paid in check form only.
Payments of application not approved, in whole or in part, shall refunded without interest within a reasonable period of time.
Subscription payment in check shall be value-dated on the day of receipt of cleared funds. The corresponding application shall likewise be considered for approval as of said date.
For deferred payment, a 25% down payment is required upon filing of the application and the balance must be paid in not more than six (6) equal monthly installments. Every installment must be paid on or before the scheduled due date, otherwise the amount due shall be subject to 1% interest per month of delay or fraction thereof.
8. Withdrawal of Application - Withdrawal of application for subscription may be made by the applicant in writing before said application is approved by the Corporate Secretary/President. The corresponding payment shall be refunded without interest by QUEDANCOR within a reasonable period of time.
9. Sale of Unpaid Subscribed Shares - The investor may be allowed to sell the unpaid subscribed shares. QUEDANCOR shall not register the sale of shares unless the total outstanding obligation has been fully paid.
10. Delinquent Stocks - Non-payment of three consecutive installments for shares under deferred payment shall automatically render the whole balance due and payable. If full payment is not made within 30 days from the due date of the last unpaid installment, all shares covered by the subscription shall thereupon become delinquent and QUEDANCOR shall have the right to sell the shares and apply the proceeds including the down payment and any accrued dividends against the unpaid subscribed shares, pursuant to the Corporation Code of the Philippines.
11. Recording of Subscription and Issuance of Certificates - For approved subscription, the name/s of the subscriber/s shall be entered on the Stock and Transfer Book indicating therein the stocks subscribed and the corresponding payment.
Upon full payment of subscription, a certificate signed by the President and countersigned by the Corporate Secretary duly stamped with the Corporate Seal shall be issued to the stockholder. All certificates shall be issued in numerical order from the stock certificate book and shall contain the number, the date of issue, the number of shares for which it was issued, the name of the person in whose favor it was issued and shall bear at the back thereof a form of assignment of the certificate of stock and the features of the restriction on the share.
12. Transfer and Cancellation of Certificates - Transfer of shares shall be made on the books of the QUEDANCOR only upon the surrender of the original certificate which shall thereupon be dated and marked CANCELLED by the Corporate Secretary and pasted or attached to the original stub of the stock Certificate Book. A new certificate shall then be issued accordingly.
13. Lost or Destroyed Stock Certificates - Lost or destroyed certificates may be replaced upon submission, by the person claiming such loss or destruction, of an affidavit in triplicate showing the ownership of the stock certificate alleged to have been lost or destroyed and the facts supporting its loss or destruction, and only after complying with the requirements of the Corporation Code of the Philippines.
14. Special Provision - When a private investor owns or holds directly or indirectly more than 10% of QUEDANCOR s authorized capital stock that can be subscribed solely by private investors, such private person shall not be allowed to exercise voting privilege for the shares beyond the 10% limit and QUEDANCOR shall direct the disposition of such excess shares in favor of other private investor.
15. Venue of Legal Action - Venue of any action cut of or in connection with the subscription to the QUEDANCOR capital stock shall be in the appropriate courts of Quezon City.
This Circular shall take effect immediately.
Adopted: 11 June 1992
President