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Indefinite term

SEC guidelines on the perpetual existence of corporations

The SEC has issued the following guidelines in implementing Section 11 of the Revised Corporation Code (RCC) which provides for the perpetual existence of corporations:

1. Corporations incorporated since the effectivity of the RCC shall have perpetual existence unless their articles of incorporation (AOI) provide a specific corporate term.
2. Corporations incorporated under Batas Pambansa Bilang No. 68 (Corporation Code of the Philippines) and Act No. 1459 (The Corporation Law)
   1. The term of a corporation incorporated prior to the effectivity of the RCC shall be deemed perpetual without any action on the part of the corporation. However, the corporation has the option to amend Article 4 of its AOI to reflect its perpetual term by a vote of a majority of its Board of Directors or Trustees, and by a vote of the stockholders representing a majority of the outstanding capital stock or of the majority of the members.
   2. A corporation incorporated prior to the effectivity of the RCC which opts to continue its present term pursuant to its AOI shall file with the SEC a Notice with attached Directors’ Certificate certifying that the decision to retain the term specified in the AOI was approved by a majority vote of the Board of Directors or Trustees, and by a vote of the stockholders representing a majority of the outstanding capital stock (including non-voting shares) or of the majority of the members.
      • Said Notice should be signed by at least a majority of the members of the Board of Directors or Trustees and attested by the Corporate Secretary. It must be submitted to the Company Registration and Monitoring Department of the SEC within two years from 23 February 2019, or until 23 February 2021.
      • A Certificate of Filing Notice to Retain Specific Corporate Term shall be issued to the corporation.
      • If the required Notice is not filed, the term of the corporation shall be treated as perpetual after the lapse of the two-year period.
   3. Amendment to extend or shorten term of corporations with a specific term
      
      The following corporations may amend their AOI to extend or shorten their specific terms pursuant to Section 11 of the RCC:
      1. A corporation incorporated under the RCC whose AOI provides for a specific term; and
      2. An existing corporation incorporated under the Corporation Code and The Corporation Law that opted to retain its specific term.
         
         The amendment must be approved by a vote of a majority of its Board of Directors or Trustees, and by a vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock.
         
         The extension cannot be made earlier than three (3) years prior to the original or subsequent expiration date of the corporate term, unless there are justifiable reasons for extension as may be determined by the SEC..
         
         The extension of the corporate term shall take effect only on the day following the expiry date.
         
         
   4. Amendment from specific term to perpetual term
      
      The following corporations may amend their specific terms to perpetual terms:
      1. A corporation incorporated under the RCC whose AOI provides for a specific term; and
      2. An existing corporation incorporated under the Corporation Code and The Corporation Law that notified the SEC of its decision to retain its specific term.
         
         The amendment must be approved by a vote of a majority of its Board of Directors or Trustees, and by a vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock.
   5. Amendment from perpetual term to specific term
      
      The following corporations may amend their perpetual terms to specific terms:
      1. A corporation incorporated under the RCC whose AOI provides for a perpetual term;
      2. An existing corporation incorporated under the Corporation Code and The Corporation Law whose corporate term was treated as perpetual for failure to comply with the notification required under item 2.b above; and
      3. A corporation that amended its AOI to reflect a perpetual term.
         
         The amendment must be approved by a vote of a majority of its Board of Directors or Trustees, and by a vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock.
   6. Appraisal Right of Dissenting Stockholders
      
      Any change in corporate term pursuant to Section 11 of the RCC shall be without prejudice to the appraisal right of dissenting stockholders.

(SEC Memorandum Circular No. 22-2020, published 23 August 2020)

• GIS
  
  Corporations, which held their annual stockholders’ or members’ meetings during the previously imposed ECQ and Modified ECQ (MECQ) shall have until 30 September 2020 to submit the hard copies of their GIS.

1. Modes of filing

• SEC Main Office
  
  Submissions to the SEC Main Office shall be made through courier or registered mail only under SEC Express Nationwide Submission (SENS).
  
  To submit reports using SENS, corporations only need to:
  • accomplish the application form at https://sens.secexpress.ph;
  • print the generated mailing label, along with the checklist and undertaking form;
  • bring the printouts and documents to any courier or Philippine Postal Corporation (PHLPost); and
  • pay the corresponding courier fees.
    
    Corporations shall submit three copies of each report or four copies should they wish to receive a return copy.
    
    Corporations may request for their return copies by including in their submissions prepaid return envelopes with stamps. Alternatively, corporations may request for plain or authenticated copies of their AFS, GIS and other documents through the SEC Express System at https://secexpress.ph after two months from receipt.
• SEC Extension Offices
  
  Corporations headquartered outside NCR may submit the hard copies of their AFS and GIS to the nearest SEC Extension Office either in person or through courier or PHLPost without using the SENS facility.
  
  Corporations shall submit four copies of each report or five copies should they wish to receive a return copy.
  
  Corporations may request for their return copies by including in their submissions prepaid return envelopes with stamps. Alternatively, corporations may request for plain or authenticated copies of their AFS, GIS and other documents from the concerned SEC Extension Office after two months from receipt.
• Email Submissions (Optional)
  
  Corporations may send, in advance, the scanned copies of their duly signed and, if applicable, notarized reports through email at the following addresses:

The reports shall be considered received on the date stated in the Acknowledgment Receipt (AR) that the SEC shall email.

The hard copies of the reports, together with the AR, shall still be submitted to the SEC Main Office through SENS or to the SEC Extension Office concerned in person or through courier or mail on or before the adjusted deadlines provided above.

Failure to submit the hard copies of the reports before the deadlines, notwithstanding the submission of the reports through email, shall be subject to penalties.

(SEC Notice, dated 11 August 2020)

The company must maintain a public ownership level of at least 20% at all times after initial listing

• A company applying for listing by way of introduction is required to have at least 20% public float upon and after listing.
• A company doing a backdoor listing is required to have at least 20% public float upon and after listing.

(PSE Memorandum CN No. 2020-76, dated 3 August 2020)

Back to work

Supplemental guidelines on workplace prevention and control of COVID-19

The Department of Trade (DTI) and Industry and Department of Labor and Employment (DOLE) issued Supplemental Guidelines on Workplace Prevention and Control of COVID-19 which provide as follows:

1. The Supplemental Guidelines apply to all private establishments regardless of economic activity including those located inside special economic zones and areas under the jurisdiction of Investment Promotion Agencies.
2. Workplace Safety and Health
   
   Employers are required to implement all necessary workplace safety and health programs, including the following COVID-related programs, at no cost to the employees.
   1. Increase physical and mental resilience
      1. Employers shall provide their employees with psychosocial support, especially those presenting mental health concerns.
      2. Employers shall likewise promote work-life balance through proper scheduling of activities and workforce rotation.
      3. Company policies on prevention and control of COVID-19 should be aligned with minimum government standards and guidelines.
      4. Reducing Transmission of COVID-19
   2. The following minimum public health standards must be complied with in the workplace:
      1. Masks
         • Face masks must be worn at all times.
         • Medical grade masks are highly encouraged and should be properly disposed after use.
         • Masks with vents should not be used.
         • Cloth masks, with additional filter such as tissue paper or similar material, may be used as long as they are clean and washed daily. The filter should be changed daily or after every sneezing or coughing episode and should be properly disposed after use. Hands should be washed/disinfected before replacing the filters.
         • Frequent mask handling and manipulation should be avoided.
      2. Face shields
         • Face shields shall cover the entire face. If possible, face shields should extend to the ears and below the chin.
         • Visor-type face shields shall not be allowed.
         • Face shields and masks should always be worn together when interacting with colleagues, clients and visitors.
         • Face shields may be removed according to the demands of the work or when occupational safety and health requires.
      3. Physical Distancing
         • Physical distancing of at least one meter or two meters when possible shall be observed at all times. This must be practiced in combination with the wearing of masks and face shields.
      4. Frequent Disinfection
         • Frequent handwashing with soap and water or the application of alcohol-based disinfectants shall be mandatory.
           
           The following disinfecting/washing resources, supplies/materials should be made available to employees and clients/visitors:
           • hand washing stations
           • soap and sanitizers
           • hand drying equipment or supplies
             
         • The foregoing supplies/materials should be placed in the following strategic locations in the workplace:
           • Corridors or hallways
           • Conference areas
           • Elevators
           • Stairways
           • Points of entry
           • Locker rooms
           • Common areas
           • Bathroom
           • Canteen
           • Personal workspace
           • Company vehicles and shuttle services
         • Display of signages/visual cues and reminders to practice proper handwashing and other hygiene behaviors among employees is mandatory. These include:
           • Hand washing with soap and water, or use of hand disinfectants with alcohol-based sanitizers specifically, but not limited to, the following instances:
             • Before and after handling food or eating
             • After using the bathroom
             • Before and after taking off their face mask and/or face shield
             • After touching frequently touched surfaces and objects
             • Before and after touching their face
           • Advising employees to conduct surface disinfection in their workstations before the start of the shift, intermittently during shift and at the end of the shift
           • Discouraging sharing of personal items between employees
             
             Employers classified as large and medium sized private establishments (i.e., those with total assets above PHP15m) are enjoined to provide shuttle services to their employees.
             • Minimum public health standards should be enforced in the shuttle services
             • Employees inside the vehicles should be required to avoid talking to each other, taking phone calls, eating and removing their masks and shields.
             • Signages of “No Talking,” “No Eating,” and “No Taking Phone Calls” should likewise be displayed or posted on the conspicuous areas in the vehicle.
             • All vehicle types, as long as not expressly prohibited by the DOTr through an issuance, may be used for shuttle services.
           • Adequate ventilation should be strictly enforced in the following:
             • Inside the workplace
               • Natural air flow exchange is highly encouraged.
               • If possible, explore the installation of exhaust fans, installation of air filtration devices with High-Efficiency Particulate Air filters or recalibration of building heating, ventilation and air-conditioning systems.
             • Inside the shuttle service
               • If possible, opening of windows with at least three inches of opening while in transit
               • Mandatory observance of physical distancing of at least one meter and wearing of face masks and face shields
               • Mandatory disinfection before and after each use of the vehicle
             • Mandatory advocacy awareness-raising programs
               • The Occupational Safety and Health (OSH) Committee shall facilitate webinars, virtual lectures and trainings on COVID-19, its prevention and control, including best practices to be attended by all employees and management.
               • Topics should include recommended best practices on minimum public health standards and frequent updates on relevant information from the DOH, WHO and other reliable sources.
             • Designated smoking areas in the workplaces shall be provided with individual “booths.” Employers shall require employees to strictly observe physical distancing measures and other applicable health protocols.
   3. Reduce Contact
      1. Most-at-risk population (e.g., senior citizens, pregnant women, individuals with underlying health conditions) and those below 21 years old shall continue to observe work-from-home arrangements. When needed to occasionally report to work, they may be allowed to, provided a certificate of fit to work is secured from the OSH personnel and must stay in the workplace only for a specified number of hours. They shall limit physical contact inside the premises.
      2. Restriction of mass gatherings:
         
         • Depending on the risk classification of the workplace locality, as defined by IATF’s risk severity grading, Employers shall follow the restriction on mass gatherings, (i.e., only 10% of seating capacity for meeting rooms in high/moderate-risk areas (e.g., confined spaces) and a maximum of 50% seating capacity for low-risk areas (e.g., open areas)).
         • Videoconferencing shall always be used for meetings needing large attendance of employees and/or for meetings lasting longer than 15 minutes.
         • The safety officer, which refers to any employee or officer of the company trained by the DOLE and tasked by the employer to implement an occupational safety and health program, and ensure that it is in accordance with the provisions of OSH standards, will determine the maximum number of employees allowed to stay at any given time in areas where they usually converge during breaks, or before/after work shifts (e.g., canteens, locker rooms, changing rooms, lounges, rest rooms or comfort rooms). The safety officer shall ensure that minimum public health standards are followed at all times.
         • Employers shall adopt staggered meal schedules to further restrict contact among its employees. Eating alone in the workstation is highly encouraged.
           Dining in canteens may be allowed provided that employees shall strictly comply with the physical distancing of at least one meter and shall be prohibited from talking to each other. Employers are required to provide signages, physical barriers, and such other means to ensure compliance with these protocols.
           To ensure compliance with the physical distancing requirements, employers may set up makeshift dining areas to complement canteens in the workplace.
           • Masks should be immediately worn after eating.
           • Use of communal items such as, but not limited to, dipping sauces and condiments, utensil dispensers, and straw dispensers shall be prohibited.
           • Serving of buffet meals and other similar set-ups shall be prohibited.
         • Employers shall, as much as practicable, minimize the duration of customer transactions to less than 15 minutes.
      3. Reduce duration of infection
         1. Detection
            Upon entering the building premises / workplaces, employees shall be required to accomplish the Health Declaration Form (see Annex A-1 of DTI-DOLE Joint Memorandum Circular 20-04-A), or any digital iteration thereof. The security staff or other responsible personnel shall immediately screen the accomplished form and perform a temperature check (see Annex B of DTI-DOLE Joint Memorandum Circular 20-04-A).
            • If “Yes” to any item is answered or if with a T> 37.5 degrees Celsius, the employee shall be denied entry and referred to the workplace isolation area for further evaluation by the Safety Officer.
            • If “No” to all items are answered and temperature is <37.5 degrees Celsius, the employee shall be permitted entry.
            • The security staff or other responsible personnel on duty shall immediately give
            • the accomplished health declaration form to the company Human Resources (HR) for appropriate action and storage.
            • Should an online health declaration form be used, the form should be electronically submitted to HR.
            • The Health Declaration Form shall be handled and processed in accordance with the Data Privacy Act and related issuances.
         2. Employers shall direct symptomatic individuals through appropriate health system entry points such as the primary care facility (e.g., Barangay Health Center, Infirmaries, Private Clinics / hospitals) or telehealth consultation. Referral networks shall be established
         3. Employers may contact the Department of Health (DOH) through its hotline 1555 for guidance on the handling and referring symptomatic employees.
      4. Management of asymptomatic and symptomatic employees in the workplace
         1. Remote management of cases and close contacts
            • Employers shall ensure that the employees, regardless of work arrangements, have access to telemedicine services, either through health maintenance organization (HMO), employer-initiated telemedicine services, or Barangay Health Center.
            • Large and medium private establishments are strongly encouraged to provide their own telemedicine services, in the absence of an HMO.
         2. Isolation and referral
            1. Large and medium sized private establishments and establishments with multiple tenants are mandated to designate an isolation area of one room for every 200 employees, which shall be other than the company clinic, and must be situated near the entrance/s or in a nearby facility, for employees needing further assessment due to elevated temperature, presence of flu-like symptoms, any ‘Yes’ answer to the Health Declaration, or exposure history to a COVID-19 case or probable case thereof.
            2. The designated isolation area shall have adequate ventilation and make available Personal Protective Equipment (PPEs) for the health personnel and symptomatic patients. The isolation area shall be provided with chairs and must have a dedicated restroom. It shall be disinfected once every two hours and/or immediately after any infected or confirmed COVID-19 employee leaves the area.
            3. Private establishments unable to establish an isolation area may make arrangements with a temporary treatment and monitoring facility nearby or with the Barangay for immediate referral of employees who fulfill the criteria for isolation.
            4. All individuals shall keep their face masks and face shields during isolation at all times
            5. Isolation area personnel shall always wear the recommended PPEs prior to attending to the symptomatic employee, as prescribed in the DOH Department Memorandum (DM) No. 2020-0197, including disposable gown, face shield, medical grade mask and gloves. All used PPEs shall be properly disposed after every use.
            6. Company protocols for transporting the symptomatic employee/s to the nearest health facility, such as ambulance conduction and if necessary, for PCR testing shall be put in place (see Annex C of DTI-DOLE Joint Memorandum Circular No. 20-04-A).
            7. Malls and buildings shall have at least one isolation area near the entrances.
         3. Contact tracing
            1. Employers shall ensure strict compliance with protocols established by the DOH and LGUs for contact tracing of employees in close contact with a COVID-19 case.
            2. Close contacts shall be defined as employees with exposures two (2) days before or within 14 days from onset of symptoms of a suspect, confirmed or probable case. Exposure shall be any of the following:
               • Face-to-face contact with a confirmed case within one (1) meter and for more than 15 minutes, with or without a mask
               • Direct physical contact with a confirmed case; or
               • Direct care for a patient with probable or confirmed COVID-l9 disease without using PPEs.
            3. Contact Tracing among the Workforce
               • Employers shall conduct contact tracing within their workplace to identify close contacts. Workplace CCTV may be used to determine close contacts.
               • Employers shall ensure that close contacts of employees whose RT-PCR test confirmed positive undergo a 14-day quarantine period.
               • During the 14-day quarantine, close contacts shall be required to regularly report to their employer any development, including new symptoms. Symptomatic employees should update their employer regarding their COVID-19 test results from a nationally accredited testing facility.
               • Close contacts who remain asymptomatic for 14 days may return to work without need for a test.
               • Employers shall make available work-from-home (WFH) arrangements for the close contacts when feasible.
            4. Contact tracing of customers and visitors
               • Customers, including visitors, entering private establishments/business premises shall be required to completely accomplish the Contact Tracing Form (see Annex A-2 of DTI-DOLE Joint Memorandum Circular No. 20-04-A)
               • Contact tracing forms shall be surrendered daily to the HR officer for future reference and safekeeping.
               • Employers shall explore the use of technology, such as by using contactless forms.
               • Contactless forms shall be handled with the highest degree of confidentiality and securely disposed of after thirty (30) days.
               • Referral of symptomatic individuals shall be coordinated to the nearest health care facility as provided under the latest DOH interim guidelines (e.g., DOH Department Memorandum No. 2020-00334).
         4. COVID-19 testing
            1. Employers are encouraged to collaborate with the national and/or local government testing efforts like drive-thru or walk-thru testing facilities.
            2. Following the expanded testing strategy in DOH DM No. 2020-0258 and DOH DM No. 2020-0258-A, the priority workers under Section III.D.2 of DTI-DOLE Joint Memorandum Circular 20-04-A shall undergo RT-PCR test.
            3. Testing of symptomatic and close contacts
               • All employees experiencing symptoms of COVID-19, and those who are close contacts must undergo RT-PCR testing. The LGUs having jurisdiction over the workplace and the residences of the symptomatic employees and close contacts should be informed before testing for monitoring purposes
               • Symptomatic employees with travel/exposure to COVID-19 shall undergo 14 days quarantine. Upon its completion and prior to resumption of work, the employee shall present a Certificate of Quarantine Completion from the step-down care facility or local health office, per Philippine Society for Microbiology and Infectious Disease (PSMID) Guidelines on Return-to-Work (see Annex E of DTI-DOLE Joint Memorandum Circular No. 20-04-A).
            4. Testing of asymptomatic employees returning to work
               • RT-PCR or antibody-based tests is neither recommended nor required for asymptomatic employees returning to work.
               • Employees physically reporting to work shall be screened for COVID-19 symptoms, including fever, cough, colds and other respiratory symptoms, and/or determination of travel or exposure to COVID-19 cases within the last 14 days.
               • Asymptomatic employees prior to physically returning to work may be cleared by the local health officer or OSH physician.
         5. OSH Committees
            • Employers shall establish OSH Committees in accordance with Republic Act No. 11058, its IRR, and DOLE Department Order No. 198.
            • The OSH Committee and/or safety officer of the workplace shall oversee enforcement and monitoring of the minimum public health standards for COVID-19 prevention in the workplace and DTI-DOLE Joint Memorandum Circular No. 20-04-A.
            • Monitoring by the OSH Committees shall include evaluation and analysis of the company’s implementation of the minimum health standards and protocols to immediately address the spread of COVID-19 in the workplace, if any, and recommend and implement appropriate preventive measures. Health surveillance may be conducted to determine the cause/s of the spread/transmission of the virus in the workplace.
            • For two or more private establishments housed under the same building, a joint OSH Committee shall also be established in accordance with DOLE Department Order No. 198-2018. They may share resources for a successful implementation of a comprehensive OSH Program, including a COVID-19 Prevention and Control Program.
      5. Notification and reporting
         1. Reporting of COVID-19 test results to the DOH shall be done in accordance with DOH Administrative Order No. 2020-0013.
         2. Even before testing, the OSH Officer/employer must report COVID-19 positive employees, symptomatic employees, and their close contacts, to the local health office having jurisdiction over the workplace and the Barangay Health Emergency Team (BHERT) of their place of residence, in accordance with DOH DM No. 2020-0189.
         3. The data privacy provisions under the Data Privacy Act and DOH DM No. 2020-0189 shall be strictly complied with.
         4. Reporting to the DOLE shall be made in accordance with Section X of the DTI-DOLE Interim Guidelines on Workplace Prevention and Control of COVID-19 using the Work Accident/Illness Report (WAIR) COVID-19 form (see Annex F of DTI-DOLE Joint Memorandum Circular No. 20-04-A).
      6. Disinfection and closure of buildings/workplaces
         1. If one confirmed case of COVID-19 is detected in the workplace, the facility shall be disinfected with an appropriate disinfectant solution (0.5% bleach solution). The conduct of a comprehensive disinfection by specialists is recommended.
            The building must be locked down for 24 hours prior to disinfection. During the disinfection process, all doors and windows should be opened. The building may only be opened 24 hours after the disinfection process.
         2. Case clustering shall be defined as two or more confirmed cases from the same area/ facility whether in the same/ different office spaces.
         3. Employers are encouraged to develop their own company policies on the temporary closure of the workplace, disinfection, and more extensive contact tracing, in the event of case clustering to ensure continuity of operations.
         4. Employers shall ensure that the temporary closure of their establishments for disinfection purposes be done in accordance with the National Task Force Against COVID-19 Memorandum Circular No. 2 dated 15 June 2020 on the Operational Guidelines on the Application of Zoning Containment Strategy in the Localization of the National Action Plan against COVID-19 Response.
         5. Individual businesses and offices, regardless of the community quarantine status in their respective areas, must abide by the directives/advice of their LGU/CESU/RESU on building closure due to case clustering.
      7. Leave of absences and entitlements
         1. Use of leaves of absence and entitlements shall be governed by the pertinent rules and regulations promulgated by the DOLE.
         2. Hospitalization benefits of PhilHealth members shall be based on PhilHealth rules and regulations.
         3. Social Security Benefits shall be according to the policies and regulations of the Social Security System.
         4. Employee’s Compensation Benefits shall be according to Presidential Decree No. 626 and its implementing rules and regulations.
         5. Employers are highly encouraged to provide sick leave benefits, medical insurance coverage, including supplemental pay allowance, for COVID-19 RT-PCR test- confirmed employees or close contacts made to undergo a 14-day quarantine
      8. Compliance monitoring and enforcement
         The DOLE, DTI and concerned LGU’s Health and Sanitation Office shall strictly monitor compliance with this JMC through inspection and post-audit mechanisms.
         In case of findings of non-compliance with DTI-DOLE Joint Memorandum Circular No. 20-04-A, the private establishment shall be temporarily closed until full compliance with the prescribed minimum health protocols.

(DTI-DOLE Joint Memorandum Circular 20-04-A, issued 15 August 2020)