Increase of Authorized Capital Stock
What this is For:Increase of Authorized Capital Stock
Other Documentary Requirements:
Certificate of Increase of Capital Stock
Treasurer's Affidavit certifying the increase of capital stock, the amount subscribed and the amount received as payment thereto
List of stockholders as of date of meeting approving the increase, indicating their nationalities and their respective subscribed and paid-up capital on the present authorized capital stock certified by the corporate secretary
Amended Articles of Incorporation
Directors' certificate - A notarized document signed by majority of the directors and corporate secretary certifying the amendment of the articles of incorporation increasing the authorized capital stock, the votes of the directors and the stockholders thereto, and the date and place of the stockholders meeting
Company Data Maintenance Form (CDMF)
Audited financial statements as of the last fiscal year stamped received by BIR and SEC
Additional requirements depending on kind of payment of subscription
A report to be rendered by an independent CPA on the verification of the cash payment on subscription to the increase
Copies of the official receipt(s), deposit slip(s), bank statement/passbook
Trial balance as of the end of the month immediately preceding the submission of the requirements certified by the company accountant and which must include the additional capital infusion
Written waiver of pre-emptive rights by non-subscribing stockholders
Note: Disregard item no. 1 if payment on subscription is already reflected in the audited financial statements (item no. 7 of the basic requirements), and said additional capital infusion is reflected in the Cash Flow Statement thereof.
b. Conversion of advances/Liabilities to equity
1. A report to be rendered by an independent CPA on the verification of the advances to be converted to equity
2. Detailed schedule of the liabilities to be offset as of the date of trial balance certified by the company accountant
3. Trial balance as of the end of the month immediately preceding the submission of the requirements certified by the company accountant and which must include the subject advances/liabilities.
4. Deed of Assignment to be executed by the creditor/subscriber assigning the advances as payment on his subscription
Note: If subject advances are already reflected in the audited financial statements (req. no. 7 of the basic requirements), submit a certification from the auditor identifying the creditors and the amount owed to each, in lieu of item no. 1.
c. Stock dividends
1. Long form audit report on the audited financial statements ( item no. 7 of the basic requirements) which shall include an analysis of the retained earnings account for the last five (5) years
2. List of stockholders entitled to the stock dividend with their respective outstanding shares and the allocation of the stock dividend as certified by the corporate secretary
3. Certification by the corporate secretary as to the treatment of the resulting fractional shares, if any
Note: If the stock dividend will be declared out of the additional paid in capital, submit an analysis of the "additional paid-in capital" account in lieu of item no. 1.
d. For other forms of property as payment, submit the additional requirements enumerated for registration of stock corporation