Securities and
Exchange
Commission
NOTICE
Notice is hereby given that the Commission en Banc in its meeting on May 11, 2017,
resolved to amend Financial Reporting Bulletin (FRB) No. 6,as Revised, dated 24 January
2013, the details of which are as follows:
Bulletin Date Subject Clarification/Details
No. Matter
006, (As May 11, Deposit for FRB No. 6 d a t e d 24 January 2013 provides that:
revised) 2017 Future
Subscription " . . . a n entity shall classify a contract to
(The deliver its own equity instruments under
original FRB equity as a separate account (e.g.,
No. 6 was Deposit for Future Stock Subscription)
dated 16 from "Outstanding Capital Stock" if and
February only if, all of the following elements are
2012 and present as of end of the reporting period:
the same
was 1) The unissued authorized capital of
amended the entity is insufficient to cover the
on 24 amount of shares indicated in the
January contract;
2013) 2) There is Board of Directors' approval
on the proposed increase in
authorized capital stock (for which a
deposit was received by the
corporation);
3) There is stockholders' approval of
said proposed increase; and
4) The application for the approval of
the proposed increase has been filed
with the Commission." (emphasis
supplied)
The Commission has received various requests
from companies a n d auditing firms to revisit the
existing FRB No. 6, particularly the elements for
recognizing DFFS as a n equity instrument. It is
believed that with the recent a d o p t i o n of " o n e -
d a y processing" policy of applications to
increase authorized c a p i t a l stock (ACS), there is
a n e e d to u p d a t e the guidelines to a d h e r e with
the changes in the policies a n d procedures of
the Commission.
In view of the foregoing, the Commission in its
meeting held on May 11, 2017 a p p r o v e d the
a m e n d m e n t of the a b o v e - c i t e d provision of the
FRB a n d b e revised as follows:
" . . . a n entity shall classify a contract to
deliver its own equity instruments under
equity as a separate account (e.g..
Deposit for Future Stock Subscription)
from "Outstanding Capital Stock" if and
only if, all of the following elements are
present as of end of the reporting period:
1) The unissued authorized capital of
the entity is insufficient to cover the
amount of shares indicated in the
contract;
2) There is Board of Directors' approval
on the proposed increase in
authorized capital stock (for which a
deposit was received by the
corporation);
3) There is stockholders' approval of
said proposed increase; and
4) The application for the approval of
the proposed increase has been
presented for filing or has been filed
with the Commission." (emphasis
supplied)
To deter abuse of the Rule, it is e x p e c t e d that
the approval of the application to increase ACS
b e o b t a i n e d within o n e (1) year from the d a t e
the said application was presented to the
Commission through its C o m p a n y Registration
a n d Monitoring Department.
Issued this May 15, 2017 at Pasay City, Philippines.
TERESITA J. HERBOSA
Chairperson
Bulletin Date Subject •
Clarification/Details
No. Matter
006, (As May 11, Deposit for
revised) 2017 Future 32, Financial Instruments: Presentation, defines an
Subscription equity instrument as "any contract that
(The evidences a residual interest in the assets of an
original entity after deducting all of its liabilities." The
FRB No. 6 standards provide that "a contract that will be
was settled by the entity delivering a fixed number of
dated 16 its own equity instruments in exchange for a fixed
February amount of cash or another financial asset is an
2012 and equity instrument."
the same
was Under Section 36 of the Corporation Code of the
amended Philippines ("Code"), a corporation has the
on 24 power to issue or sell stocks to subscribers in
January accordance with the Code. The requirements for
2013) the issuance of shares are provided under Section
38 of the Code which provides, as follows:
"SEC. 38. Power to increase or decrease capital
stock; incur, create or increase bonded
indebtedness. — No corporation shall increase or
decrease its capital stock or incur, create or
increase any bonded indebtedness unless
approved by a majority vote of the board of
directors and, at a stockholders' meeting duly
called for the purpose, two-thirds (2/3) of the
outstanding capital stock shall favor the increase
or diminution of the capital stock, or the incurring,
creating or increasing of any bonded
indebtedness. Written notice of the proposed
increase or diminution of the capital stock or of
the incurring, creating, or increasing of any
bonded indebtedness and of the time and place
of the stockholders' meeting at which the
proposed increase or diminution of the capital
stock or the incurring or increasing of any bonded
indebtedness is to be considered, must be
addressed to each stockholder at his place of
residence as shown on the books of the
corporation and deposited to the addressee in
the post office with postage prepaid, or served
personally.
A certificate in duplicate must be signed by a
majority of the directors of the corporation and
countersigned by the chairman and the
secretary of the stockholders' meeting, setting
forth:
XXX XXX
Any increase or decrease in the capital stock or
1
Bulletin Date Subject Clarification/Details
No. Matter
the incurring, creating or increasing of any
bonded indebtedness shall require prior approval
of the Securities and Exchange Commission."
Considering the requirements of the Corporation
Code on increase in authorized capital stock and
PAS 32 or Section 22.3 of PFRS for SMEs defining an
equity instrument as "any contract that
evidences a residual interest in the assets of an
entity after deducting all of its liabilities," it can be
held that the contract or agreement between
the corporation and its contracting party (i.e., a
stockholder or an investor) must create a right in
favor of that party to claim over the residual
interest in the net assets of the corporation. Such
right could only arise when there are Board of
Directors' and stockholders' approvals and, most
importantly, regulatory imprimatur over the
increase in capital stock.
In view of the foregoing, an entity shall classify a
contract to deliver its own equity instruments
under equity as a separate account (e.g..
Deposit for Stock Subscription) from "Outstanding
Capital Stock" if and only if, all of the following
elements are present as of end of the reporting
period:
1) The unissued authorized capital of the
entity is insufficient to cover the amount
of shares indicated in the contract;
2) There is Board of Directors' approval on
the proposed increase in authorized
capital stock (for which a deposit was
received by the corporation);
3) There is stockholders' approval of said
proposed increase; and
4) The application for the approval of the
proposed increase has been presented
for filing or has been filed with the
Commission.
It is understood from the foregoing that there is a
subscription agreement which, among other
things, states that the corporation is not
contractually obliged to return the consideration
received and that the corporation is obliged to
deliver a fixed number of its own shares of stock
for a fixed amount of cash or property paid or to
be paid by the contracting party. Thus, it is
expected that the approval of the application to
increase ACS be obtained within one (1) year
from the date the said application was presented
2
Bulletin Date Subject Clarification/Details
No. Matter •
Registration and Monitoring Department.
In its financial statements for the reporting period,
the corporation shall disclose at a minimum the
following information with respect to the subject
transaction, among other things:
a) the value received and nature of such
consideration (whether cash or noncash
and if noncash, the basis of
measurement);
b) the relationship with the contracting
party (i.e., stockholder, investor, or other
related party (indicate relationship);
c) the treatment used in the recognition of
the transaction (whether as an equity or
a liability) and the reason for such
recognition;
d) if the transaction has been recognized as
an equity, the fact that the corporation
has met all the conditions required for
such recognition as at the end of the
reporting period (disclose relevant dates
of presentation for filing, filing and
approvals);
e) information about the increase in the
authorized capital stock (i.e., old and
new authorized capital stock, number of
shares, par value per share, etc.); and
f) if the approval is obtained subsequently
before the issuance of the financial
statements, the date of the Commission's
approval.
All companies that adopted either PFRS for
SMEs or the full PFRS as their financial reporting
framework should have observed the strict
definition of equity instruments under Section
22.3 or PAS 32 that have been effective since
01 January 2010 and 01 January 2005,
respectively.
