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Requirements Merger-Consolidation

This document outlines 12 requirements for the merger or consolidation of corporations in the Philippines: 1) Articles of merger or consolidation, 2) Plan of merger or consolidation, 3) List of stockholders/members, 4) Certification of board and shareholder approval, 5) Audited financial statements, 6) Long-form audit report for absorbed corporations, 7) Certification that creditors were informed, 8) Publisher's affidavit if any corporation is insolvent, 9) Certificate of no pending disputes, 10) List of stockholders after merger, 11) Certification of stock allocation, and 12) Clearance from regulatory agencies. Additional requirements apply if there is a related capital stock increase.

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281 views1 page

Requirements Merger-Consolidation

This document outlines 12 requirements for the merger or consolidation of corporations in the Philippines: 1) Articles of merger or consolidation, 2) Plan of merger or consolidation, 3) List of stockholders/members, 4) Certification of board and shareholder approval, 5) Audited financial statements, 6) Long-form audit report for absorbed corporations, 7) Certification that creditors were informed, 8) Publisher's affidavit if any corporation is insolvent, 9) Certificate of no pending disputes, 10) List of stockholders after merger, 11) Certification of stock allocation, and 12) Clearance from regulatory agencies. Additional requirements apply if there is a related capital stock increase.

Uploaded by

marj
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© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Merger/Consolidation

1. Articles of Merger/Consolidation
2. Plan of Merger/Consolidation
3. List of stockholders/members of record of the constituent corporations indicating their
nationalities and respective subscribed and paid-up capital/contribution as of date of the
meeting approving the merger/consolidation certified under oath by the Corporate Secretary
4. Certification by the Corporate Secretary on the meeting of the Board of Directors and
stockholders/Board of Trustees and members of the constituent corporations approving the
merger/consolidation
5. Audited financial statements of the constituent corporations as of a date not earlier than 120
days prior to the date of filing of the application in accordance with PFRS 3 (Accounting
Standard on Business Combination)
6. Long-form audit report of item no. 5 for absorbed corporation(s) (not required if the
surviving company will not issue shares of stock or create additional paid-in capital)
7. Certification under oath by President, Finance Officer or Treasurer of the constituent
corporations stating that all creditors as of cut-off date were informed regarding the
merger/consolidation
8. Publisher's Affidavit on publication of the merger or consolidation, if one or more of the
constituent corporation(s) is/are insolvent
9. Notarized Secretary's Certificate on no pending case of intra-corporate dispute
10. Certified Secretary's list of stockholders/members of record of the surviving corporation
after the merger
11. Notarized Secretary's Certificate certifying that on the basis of the computation of the
Finance Officer, the allocation of shares to be received by the stockholders
of the absorbed company/ies (in case of (merger) and consolidating companies (in case of
consolidation) as indicated in the supporting documents in exchange for the net assets
transferred to the surviving company/consolidated corporation
is in proportion to the shareholdings of the stockholders of record and the treatment of
fractional shares resulting from the the distribution of shares, are true and correct.
12. Compliance Monitoring Division (CMD) Clearance and/or clearance from other Department
of the Commission or government agencies
13. Notification letter by the parties to a merger addressed to the Philippine Competition
Commission, if the value of the transaction exceeds One Billion (P1,000,000,000)
Notes:
a. If the merger is accompanied by application for increase of capital stock, comply with the
requirements for Increase of Capital Stock

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