|
The House of Representatives approved on second reading House Bill 8637, otherwise known as the Anti-Racial, Ethnic and Religious Discrimination Bill ("Bill"). The Bill seeks to protect and enhance the rights of all people to human dignity, reduce social, economic and political inequalities, as well as remove cultural inequities. It also aims to ensure that there will be free exercise and enjoyment of religious profession and worship without any form of discrimination or preference.
The Bill defines acts of discrimination as "any act involving distinction, exclusion, restriction, or preference made on the basis of race, color, descent, national or ethnic origin, religion, or religious affiliation or beliefs, which has the effect or purpose of impairing or nullifying the recognition, enjoyment or exercise, on an equal footing, of human rights and fundamental freedoms in the political, economic, social, cultural, civil or any other field of public life."
Under the Bill, any person, natural or juridical, including a government agency or a private corporation, institution or company, who performs a discriminatory act may be held liable and may suffer the penalties prescribed in the proposed law. Any person who requests, instructs, induces, encourages, authorises or assists another to commit acts of discrimination shall also be liable.
It mandates all agencies, corporations, companies, and educational institutions, as well as any individual providing employment, housing, education, and the delivery of basic goods and services to establish a Non-Discrimination and Equal Opportunity Committee, which shall exercise administrative jurisdiction to investigate acts of discrimination. Failure to ensure the effective implementation of the Bill shall be deemed refusal to address the issue of discrimination and shall be considered in itself as an act of discrimination, and shall equally be liable for discrimination.
Violations of the proposed Act shall attract a penalty of imprisonment of 30 days to six months and / or a fine of P10,000 to P100,000, depending on the circumstances and gravity of the offense committed.
The House of Representatives, voting 121-0 without abstention, approved on third and final reading House Bill 8281 ("Bill") or "An Act Providing for the Regulation and Organization of Islamic Banks".
Speaker Gloria Macapagal-Arroyo, the author of the Bill, said that the lack of effective access to responsive financing is one of the main challenges to the growth and development of Micro, Small and Medium Enterprises ("MSMEs") in the country. She highlighted that this obstacle is "doubly experienced by the Filipino Muslim entrepreneurs in the Autonomous Region in Muslim Mindanao ("ARMM")-Bangsamoro Region and in different parts of the country with the absence of banking and financial services that are compliant with the principles of Shari'ah or Islamic law".
Speaker Arroyo said that Islamic banking in the country is limited by three challenges: (i) lack of a clear and regulatory framework for Islamic banking and finance, where existing laws do not provide for the policy infrastructure needed to enable Islamic banks to thrive, and also subject Islamic financing products to more taxes; (ii) lack or scarcity of experts on Islamic banking and finance; and (iii) lack or very low investor awareness and acceptance of Islamic banking and finance.
The Bill defines Islamic banking business as a banking business whose objectives and operations do not involve interest (riba), which is prohibited by the Shari'ah, and which conducts its business transactions in accordance with Shariáh principles.
Under the Bill, Islamic banks may exercise the general powers of a universal bank that are consistent with the principles of Shari'ah. The Bangko Sentral ng Pilipinas ("BSP"), which shall exercise regulated powers and supervision over the operations of Islamic banks, may authorise the creation of Islamic banks. It may also authorise conventional banks to engage in Islamic banking activities through a designated Islamic banking unit within the respective banks, provided that the Islamic banking unit is separate from their conventional banking transactions.
Moreover, the BSP may authorise foreign Islamic banks to establish Islamic banking operations in the Philippines under any of the modes of entry provided for under Republic Act No. 7721, as amended, otherwise known as "The Liberalization of Entry and Operations of Foreign Banks."
Islamic banks will be allowed to perform banking services, such as accepting or creating current, savings accounts and investment accounts, foreign currency deposits, and act as correspondent banks and institutions among others.
The Islamic banks shall be licensed and regulated in the same manner as a universal bank and the BSP shall issue the necessary rules and regulations governing Islamic banking.
Speaker Arroyo said that there are more than 600 Islamic financial institutions operating in more than 75 countries. However, there is only one Islamic bank operating in the Philippines. The enactment of the law is expected to provide a robust ecosystem where more entrepreneurs, especially in the ARMM-Bangsamoro Region, can thrive and prosper, and more opportunities for greater financial inclusion are created.
On 27 November 2018, the Philippines' Securities and Exchange Commission ("SEC"), pursuant to its mandate to assist in the implementation of the Anti-Money Laundering Act to prevent money laundering and terrorist financing purposes, issued Memorandum Circular No. 17, series of 2018 ("MC No. 17-2018").
MC No. 17-2018 revises the current format of the General Information Sheet ("GIS") which will now require all SEC-registered stock and non-stock domestic corporations to disclose the identity, specific residential address, nationality, tax identification number, as well as percentage of ownership, of their respective beneficial owners. Under MC No. 17-2018, a beneficial owner refers to any natural person who "ultimately owns or controls the corporation" or "has ultimate effective control over the corporation".
In addition to disclosing the identity of the beneficial owners, domestic corporations are also required to identify any intermediate layers of the company's ownership structure if a corporation is owned through multiple layers. The information shall be declared in the GIS and illustrated in an ownership chart to be attached thereto showing the intermediate layers with their corresponding ownership amounts.
Compliance with MC No. 17-2018 shall be required beginning 1 January 2019.
The Senate has passed on third and final reading Senate Bill No. 1280 ("SB 1280") which seeks to amend Batas Pambansa Bilang 68 or the Corporation Code of the Philippines (the "Corporation Code"). The measure was authored and sponsored by Senate Minority Leader Franklin M. Drilon and co-sponsored by Senate Majority Leader Juan Miguel F. Zubiri. It was approved with 20 affirmative votes.
Some significant amendments proposed by SB 1280 are as follows:
- One Person Corporation. SB 1280 proposes that a single shareholder, who may be a natural person, a trust, or an estate, may form a corporation on its own, with the requirement that it must carry the letters "OPC" either below or at the end of its corporate name. Currently, the Corporation Code requires at least five (5) incorporators to form a corporation.
- Perpetual existence of corporations. Under the Corporation Code, corporations have a maximum term of 50 years. Under SB 1280, corporations shall have perpetual existence unless otherwise provided in its Certificate of Incorporation. It is also proposed that corporations whose respective terms have expired may, at any time, apply for a revival of its corporate existence. Upon approval of the Securities and Exchange Commission ("SEC"), an amended certificate of incorporation shall be issued, giving it perpetual existence.
- Requirements on corporate officers. Under the Corporation Code, the president is the only officer who is required to be a director. The elected treasurer of a corporation may or may not be a director, and neither the president or the treasurer is required to be a resident of the Philippines. Under SB 1280, it is proposed that both the president and the treasurer must be directors of the corporation and at least one (1) of them must be a resident of the Philippines.
- Disqualification of directors, trustees or officers. Under the Corporation Code, there are two disqualifications that may prevent a person from qualifying as a director, trustee or officer in any corporation: (1) conviction by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years; or (2) a violation of the Corporation Code. SB 1280 proposes to add three more disqualifications, namely: (1) conviction by final judgment of a violation of Republic Act No. 8799, otherwise known as the Securities Regulation Code; (2) conviction by final judgment or being found administratively liable for any offense involving fraud, theft, estafa, counterfeiting, misappropriation, forgery, bribery, false oath, perjury and other fraudulent acts; and (3) conviction by final judgment by a foreign court or equivalent foreign regulatory authority of acts, violations or misconduct similar to the foregoing.
- Securities deposit requirement for foreign corporations. The Corporation Code currently requires foreign corporations to deposit with the Securities and Exchange Commission securities consisting of bonds or other evidence of indebtedness, for the benefit of present and future creditors, with an actual market value of at least one hundred thousand pesos (₱100,000.00). It is proposed that the actual market value of the required securities deposit be increased from ₱100,000.00 to ₱500,000.00.
Other measures are sought to strengthen the powers of the SEC through additional powers of investigation and increased penalties. The Corporation Code only imposes a fine of ₱1,000.00 to ₱10,000.00. Under the proposed revisions, it has been proposed that fines ranging from ₱1,000.00 to ₱5 million be imposed.
Please note that whilst the information in this Update is correct to the best of our knowledge and belief at the time of writing, it is only
intended to provide a general guide to the subject matter and should not be treated as a substitute for specific professional advice.
|
|
Gatmaytan Yap Patacsil Gutierrez & Protacio (C&G Law) 30/F 88 Corporate Center Sedeño cor. Valero Streets Salcedo Village, Makati City 1227 Philippines http://www.cagatlaw.com
Contacts: Ben Dominic R YapManaging PartnerD +632 8894 0377F +632 8552 1978bdryap@cagatlaw.comJaime Renato B GatmaytanPartnerD +632 8894 0377F +632 8552 1978jrbgatmaytan@cagatlaw.comAnthony Mark A GutierrezPartnerD +632 8894 0377F +632 8552 1978amgutierrez@cagatlaw.comNorma Margarita B PatacsilPartnerD +632 8894 0377F +632 8552 1978nmbpatacsil@cagatlaw.comRajah & Tann Asia is a network of legal practices based in Asia. | Member firms are independently constituted and regulated in accordance with relevant local legal requirements. Services provided by a member firm are governed by the terms of engagement between the member firm and the client. | This update is solely intended to provide general information and does not provide any advice or create any relationship, whether legally binding or otherwise. Rajah & Tann Asia and its member firms do not accept, and fully disclaim, responsibility for any loss or damage which may result from accessing or relying on this update. |
|
|