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Additional
Requirements
Depending
on the Kind
of Payment
on
Subscription
Decrease of Authorized Capital Stock
Basic Requirements
1. Cover Sheet
2. Certificate of Decrease of Capital Stock
3. Directors’ Certificate – a notarized document signed by majority of the directors and
Corporate Secretary certifying the amendment of the Articles of Incorporation to
decrease the authorized capital, the votes of the directors and the stockholders thereto,
and the date and place of the stockholders meeting
4. Amended Articles of Incorporation
Additional Requirements
1. Audited financial statements as of the last fiscal year stamped received by BIR and
SEC
2. Long-form audit report of item no. 1 (if it involves return of capital)
3. List of creditor/s (if it involves return of capital certified by the auditor of certified
under oath by the company accountant and written consent of each creditor
4. List of stockholders showing the names, nationalities, and their subscribed and paid-
up before and after the decrease certified under oath by the Corporate Secretary
5. Publisher’s affidavit of the publication of the decrease of capital (once in a newspaper
of general circulation)
6. Notarized Secretary’s Certificate that no pending case involving intra-corporate
dispute
7. Clearance from other departments or other government agency
8. Others
Additional Requirements
1. Endorsement/clearance from other government agencies, if applicable
if the provision to be amended is the corporate name, submit: