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Pursuant to Monetary Board Resolution No. 438 dated April 19, 1991 the following provisions of Circular No. 1028, as amended, are hereby further amended effective June 1, 1991:

1. Section 27 to read as follows:

“a. x x x x

“b. x x x x

“c. x x x x

“Applications for registration of foreign investments in CB-approved securities shall be filed by Authorized Securities Dealers/Brokers, within seven (7) banking days from receipt of the inwardly remitted foreign exchange and conversion thereof to Philippine pesos through AABs, with the investor’s designated Custodian Bank which shall issue on behalf of the Central Bank the STD Registration Documents: Provided, That, in case the investor does not designate a local Custodian Bank, the Authorized Securities Dealers/Brokers shall directly apply with the Central Bank for an STD Registration Document submitting thereby copies of the requisite supporting documents: Provided, further, that STD Registration Documents issued by Custodian Banks together with the complete supporting documents shall be subject to post audit by the Central Bank for compliance with the documentary requirements. Otherwise, non-compliance therewith shall invalidate the registration issued by the Custodian Bank.”

2. Section 29 to read as follows:

“Sec. 29. Responsibilities of Authorized Securities Dealers/Brokers, Authorized Agent Banks including Custodian Banks and Transfer Agents.

I. Authorized Securities Dealers/Brokers

a. Ensure that the foreign exchange investments of a non-resident is immediately remitted and sold for pesos to AABs; if funded by a foreign currency deposit account of the purchaser, ensure the sale for pesos with AABs and obtain official receipts for the purpose.

b. Execute the purchase or sale of CB-approved Philippine securities in accordance with the instructions of non-resident investors.

c. Ensure that the purchase or sale price is at the fair market value of the securities at the time of the transaction/s.

d. Cause the registration of foreign cash investments with the Central Bank directly or through the investor’s designated Custodian Bank in accordance with the procedures outlined in Section 27 hereof. Securities acquired under options are not eligible for registration.

II. Custodian Bank/s
a. Issue STD Registration Documents to foreign investments in its custody and give two (2) copies to the Authorized Securities Dealers/Brokers, one of which will be delivered to the Transfer Agent.

b. Deliver copies of the STD Registration Document/s to the Central Bank together with all the supporting documents within 2 days upon issuance of the STD Registration Document/s.

c. File with the Central Bank applications for repatriation of sales proceeds together with complete supporting documents for foreign investments in its custody.

d. Upon receipt of CB approval, remit the funds in foreign currency to the foreign investor/s and report the remittance to the Central Bank in the prescribed form.

e. Issue new STD Registration/Document/s for stock dividends and stock splits for foreign investment in its custody. In the case of reverse stock splits or splits involving cancellation of stock certificates, cancel the old STD Registration Document/s, issue new ones and deliver copies of said documents to the Central Bank within two (2) banking days after issuance thereof.

f. Ensure that the stock certificates are received and safely secured in its vaults.

g. Apply to the Central Bank for approval of the foreign exchange portion of cash dividends declared on shares with STD Registration Documents in their custody only when the shares involved are not included in the application previously filed by the Transfer Agent and, after approval thereof, effect foreign currency payments and report to the Central Bank within fifteen (15) days after remittance.

III. Transfer Agents
a. Ensure that the investor’s and principals, interests are adequately protected through expeditious processing of transfers of shares of stock.

b. Apply with the Central Bank for the issuance of special authority and/or the registration of foreign dividend portions of cash and stock dividends, stock splits and reverse stock splits covering shares with STD Registration/Document/s together with supporting documents.

c. Upon receipt of special authority from the Central Bank, in case of declaration of stock dividends, stock splits and reverse stock splits covering shares with STD Registration Documents, apply with the appropriate Custodian Bank for the issuance of new STD Registration Document/s. In case of investors without Custodian Banks, the Central Bank shall issue the corresponding STD Registration Documents.

d. Issue new stock certificates for stock dividends, and forward them to the appropriate Custodian Bank.

IV. Authorized Agent Banks
a. Deliver Credit Advice to the Authorized Securities Dealers/Brokers within a day after the latter gets paid, in case the inward remittance is done by an AAB other than Custodian Bank.

b. Effect foreign currency payments and report to Central Bank within fifteen (15) calendar days after remittance.

3. Section 30 to read as follows:

SECTION 30. Securities Transactions. All exportations of CB-approved Philippine securities on behalf of foreign investors and all importations of securities on behalf of residents shall be subject to prior approval of the Central Bank through FEOID.

All sales of securities on behalf of foreign investors, whether, effected in the Philippines or abroad, and such other securities transactions as may be determined by the Central Bank, shall be reported monthly to the Central Bank through FEOID in the form prescribed for the purpose.

4. Section 49-A to read as follows:

SECTION 49-A. Application for remittance of cash dividends declared on CB-approved securities shall be accompanied by:

1. Name of investors and addresses, STD Registration Documents of the securities involved, gross amount of cash dividend, tax withheld and net amount requested for remittance;
   
   
2. Proof of payment of withholding tax;
   
   
3. Stock Exchange Dividend Notice (the circular issued by a stock exchange announcing a dividend declaration of a listed company);
   
   
4. Clearance from the Inter-Agency Committee on Domestic Borrowings in case of foreign firms whose total subscribed capital stock is more than 40% foreign owned;
   
   
5. Certification from the Corporate Secretary that the remittance of cash dividends is not financed from domestic borrowings; and
   
   
6. Latest financial statements.

5. Section 52-A to read as follows:

SECTION 52-A. Sales proceeds of registered foreign investments in CB-approved securities, may be repatriated in full, net of taxes and charges, subject to prior approval of the Central Bank through FEOID upon submission of the application for outward remittance accompanied by the requisite supporting documents.

For your information and guidance.

Adopted: 25 April 1991

(SGD). GABRIEL C. SINGSON
Senior Deputy Governor