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Philippine
Securities Regulation Code
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12.6. Within forty-five
(45) days after the date of filing of the registration statement, or
by such later date to which the issuer has consented, the Commission
shall declare the registration statement effective or rejected,
unless the applicant is allowed to amend the registration statement
as provided in Section 14 hereof. The Commission shall enter an
order declaring the registration statement to be effective if it
finds that the registration statement together with all the other
papers and documents attached thereto, is on its face complete and
that the requirements have been complied with. The Commission may
impose such terms and conditions as may be necessary or appropriate
for the protection of the investors.
12.7. Upon effectively of the
registration statement, the issuer shall estate under oath in every
prospectus that all registration requirements have been met and that
all information are true and correct as represented by the issuer or
the one making the statement. Any untrue statement of fact or
omission to state a material fact required to be stated therein or
necessary to make the statement therein not misleading shall
constitute fraud.
SEC. 13. Rejection and Revocation of
Registration of Securities. - 13.1. The Commission may
reject a registration statement and refuse registration of the
security there under, or revoke the effectively of a registration
statement and the registration of the security there under after due
notice and hearing by issuing an order to such effect, setting forth
its findings in respect thereto, if it finds that:
(a) The issuer:
(i) Has been judicially declared
insolvent;
(ii) Has violated any of the
provisions of this Code, the rules promulgated pursuant thereto, or
any order of the Commission of which the issuer has notice in
connection with the offering for which a registration statement has
been filed;
(iii) Has been or is engaged or
is about to engage in fraudulent transactions;
(iv) Has made any false or
misleading representation of material facts in any prospectus
concerning the issuer or its securities;
(v) Has failed to comply with
any requirement that the Commission may impose as a condition for
registration of the security for which the registration statement
has been filed; or
(b) The registration
statement is on its face incomplete or inaccurate in any material
respect or includes any untrue statement of a material fact or omits
to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; or
(c) The issuer, any
officer, director or controlling person of the issuer, or person
performing similar functions, or any underwriter has been convicted,
by a competent judicial or administrative body, upon plea of guilty,
or otherwise, of an offense involving moral turpitude and/or fraud
or is enjoined or restrained by the Commission or other competent
judicial or administrative body for violations of securities,
commodities, and other related laws.
For purposes of this subsection, the term “competent judicial or
administrative body” shall include a foreign court of competent
jurisdiction as provided for under the Rules of Court.
13.2. The Commission may compel
the production of all the books and papers of such issuer, and may
administer, oaths to, and examine the officers of such issuer or any
other person connected therewith as to its business and affairs.
13.3. If any issuer shall refuse to permit an examination to be made
by the Commission, its refusal shall be ground for the refusal or
revocation of the registration of its securities.
13.4. If the Commission deems it
necessary, it may issue an order suspending the offer and sale of
the securities pending any investigation. The order shall state the
grounds for taking such action, but such order of suspension
although binding upon the persons notified thereof, shall be deemed
confidential, and shall not be published. Upon the issuance of the
suspension order, no further offer or sale of such security shall be
made until the same is lifted or set aside by the Commission.
Otherwise, such sale shall be void.
13.5. Notice of issuance
of such order shall be given to the issuer and every dealer and
broker who shall have notified the Commission of an intention to
sell such security.
13.6. A registration statement
may be withdrawn by the issuer only with the consent of the
Commission.
SEC. 14. Amendments to the Registration
Statement. - 14.1. If a registration statement is on its
face incomplete or inaccurate in any material respect, the
Commission shall issue an order directing the amendment of the
registration statement. Upon compliance with such order, the amended
registration statement shall become effective in accordance with the
procedure mentioned in Subsection 12.6 hereof.
14.2. An
amendment filed prior to the effective date of the registration
statement shall recommence the forty-five (45) day period within
which the Commission shall act on a registration statement. An
amendment filed after the effective date of the registration
statement shall become effective only upon such date as determined
by the Commission.
14.3. If any change occurs in
the facts set forth in a registration statement, the issuer shall
file an amendment thereto setting forth the change.
14.4. If, at any time, the
Commission finds that a registration statement contains any false
statement or omits to state any fact required to be stated therein
or necessary to make the statements therein not misleading, the
Commission may conduct an examination, and, after due notice and
hearing, issue an Order suspending the effectively of the
registration statement. If the statement is duly amended, the
suspension order may be lifted.
14.5. In making such examination
the Commission or any officer or officers designated by it may
administer oaths and affirmations and shall have access to, and may
demand the production of, any books, records or documents relevant
to the examination. Failure of the issuer, underwriter, or any other
person to cooperate, or his obstruction or refusal to undergo an
examination, shall be a ground for the issuance of a suspension
order.
SEC. 15. Suspension of Registration. -
15.1. If, at any time, the information contained in the
registration statement filed is or has become misleading, incorrect,
inadequate or incomplete in any material respect, or the sale or
offering for sale of the security registered there under may work or
tend to work a fraud, the Commission may require from the issuer
such further information as may in its judgment be necessary to
enable the Commission to ascertain whether the registration of such
security should be revoked on any ground specified in this Code. The
Commission may also suspend the right to sell and offer for sale
such security pending further investigation, by entering an order
specifying the grounds for such action, and by notifying the issuer,
underwriter, dealer or broker known as participating in such
offering.
15.2. The refusal to
furnish information required by the Commission may be a ground for
the issuance of an order of suspension pursuant to Subsection 15.1.
Upon the issuance of any such order and notification to the issuer,
underwriter, dealer or broker known as participating in such
offering, no further offer or sale of any such security shall be
made until the same is lifted or set aside by the Commission.
Otherwise, such sale shall be void.
15.3. Upon issuance of an order
of suspension, the Commission shall conduct a hearing. If the
Commission determines that the sale of any security should be
revoked, it shall issue an order prohibiting sale of such security.
Until the issuance of a final order, the suspension of the right to
sell, though binding upon the persons notified thereof, shall be
deemed confidential, and shall not be published, unless it shall
appear that the order of suspension has been violated after notice.
If, however, the Commission finds that the sale of the security will
neither be fraudulent nor result in fraud, it shall forthwith issue
an order revoking the order of suspension, and such security shall
be restored to its status as a registered security as of the date of
such order of suspension.
CHAPTER IV
REGULATION OF PRE-NEED PLANS
SEC. 16. Pre -Need Plans. - No
person shall sell or offer for sale to the public any pre-need plan
except in accordance with rules and regulations which the Commission
shall prescribe. Such rules shall regulate the sale of pre-need
plans by, among other things, requiring the registration of pre-need
plans, licensing persons involved in the sale of pre-need plans,
requiring disclosures to prospective plan holders, prescribing
advertising guidelines, providing for uniform accounting system,
reports and record keeping with respect to such plans, imposing
capital, bonding and other financial responsibility, and
establishing trust funds for the payment of benefits under such
plans.
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