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28-BD/28-BDA Application for Registration as a broker dealer and Amendments

SEC registration form for broker dealer/government securities eligible dealer including branch office

Your Browser Doesn't Support Canvas. Showing the Text Content of the PDF Instead: APPLICANT’S/BROKER DEALER’S NAME:___________________________________________________________________
DATE: ____________________________________________

Firm T.I.N ________________________________________

SEC FORM 28 BD/28-BDA
APPLICATION FOR REGISTRATION AS A BROKER DEALER
AND AMENDMENTS THERETO



NEW APPLICATION
AMENDMENTS
This amendment pertains to items _____________________________________________________

1. Check the applicable boxes:

□ Broker □ Dealer

□ Exchange Trading Participant
(Exchange Member)

□ Non-Exchange Broker Dealer
(Non-Exchange Member)

To deal only with:

□ Equity Securities
□ Proprietary Shares
□ Fixed Income/Debt Securities
□ Non-Proprietary Shares
□ Licensed as Government Securities Eligible Dealers (GSED)
□ Clearing Trading Participant
□ Non-Clearing Trading Participant
□ Plans to or Engages in Market Making Transactions
□ Operating a Seat for an Exchange Member
□ Using Trading Rights of an Exchange Member

NOTE: Except for applicants dealing only in proprietary/non-proprietary shares, all applicants who are applying for registration
under the Securities Regulation Code and plan on engaging in market making transactions, as defined in SRC Rule 28.1-1 (E) (iv), are
required under that Rule to have and maintain an unimpaired paid up capital of 100 Million Pesos.
WARNING: Failure to keep this form current and to file accurate supplementary information on a timely basis, or the failure to keep
accurate books and records or otherwise to comply with the Securities Regulation Code and rules and regulations adopted there under
may result in disciplinary, administrative, injunctive or criminal action.
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS MAY CONSTITUTE CRIMINAL VIOLATIONS
2.

Exact name, principal business address, mailing address, if different, and telephone number of applicant.

A.

Full name of applicant (if sole proprietor, state last, first and middle name):
_______________________________________________________________________________________________________

B.

Tax Identification Number:______________________

C.

(1) Name under which applicant’s business primarily is conducted, if different:
_______________________________________________________________________________________________________
(2) List any other name by which the applicant conducts business.

D.

_______________________________________________________________________________________________________
If this filing makes a name change on behalf of the applicant, enter the previous name and specify whether the name change is
the applicant name (2A) or business name (2C):




_______________________________________________________________________________________________________
(2A)
(2C)

E.

Applicant’s main address: (Do not use a P.O. Box) (Number and Street, City, Postal Code)
_______________________________________________________________________________________________________

F.

Mailing address, if different:
_______________________________________________________________________________________________________

G.

Business Telephone Number: ___________________________________

H.

Contact Employee: (Name and Title of Associated Person) _______________________________________________________

Fax No. __________________________________

Tel. No. ______________________________ E-mail address ____________________________________________________
SEC Form 28-BD/28-BDA
February 2004

1

APPLICANT’S/BROKER DEALER’S NAME: _________________________________________________________________
DATE: __________________________________

3.

Indicate in the boxes below each organization with which the applicant is registered or wishes to become a member of or
participant in. If any registration, membership, or participation listed is of a restricted nature, explain fully on Schedule D.
 Securities and Exchange Commission (SEC)
 Philippine Stock Exchange, Inc. (PSE)
 Philippine Association of Securities Broker s and Dealers, Inc. (PASBDI)
 Philippine Association of Club share Brokers, Inc. (PACSBI)
 Others, specify _____________________________________________________________________________________

4.

Indicate date and place applicant obtained its legal status (i.e. place of incorporation, where partnership agreement was filed, or
where applicant entity was formed.)
Date of formation: _____________________ Place of formation: ____________________SEC Reg. No. __________________
(MM/DD/YY)
 CORPORATION
 PARTNERSHIP
 SOLE PROPRIETORSHIP
 OTHERS (Specify)
Applicant’s fiscal year ends: _________________________ Date of Annual Meeting: ________________________________
Schedule A and if applicable, Schedule B must be completed as part of all initial applications. Amendments to these
Schedules must be provided on Schedule C.

5.

If applicant is a sole proprietor, state full residence address and Tax Identification Number.
_______________________________________________________________________________________________________

6.

Is applicant at the time of this filing succeeding to the business of a Broker Dealer?
(Do not report previous successions already reported on SEC Form 19 BD, 28BD or 28BDA)
 YES
 NO
If “yes” answer the questions below and describe the details of the successions on Schedule D
A. Date of succession: __________________________________________
B. Name of predecessor: _________________________________________________________________________________
TIN: __________________________________________ SEC Registration File No. ______________________________

7.

Does any person not named in Schedule A, B, or C directly or indirectly:
A. Control the management or policies of applicant through agreement or otherwise? See instructions for definition of control.
(If yes, state on Schedule D the exact name of each person and describe the basis for the person’s control.)
 YES
 NO
B. Wholly or partially finance the business of applicant in any manner other than by: (1) a public offering of securities pursuant
to the Securities Regulation Code; (2) credit extended in the ordinary course of business by suppliers, banks and others, or a
satisfactory subordination agreement. (If “yes” state on Schedule D the exact name of each person and describe the agreement
or arrangement through which such financing is made available, including the amount thereof.)
 YES
 NO

8.

Background Information
Use Schedule DRP for providing details to “yes” answers to the questions in item 8.

DEFINITIONS:
•

Control Affiliate- A person named in items 7,8,10 or in either Schedules A, B or C as control persons or any other individual or
organization that indirectly controls, is under common control with, or is controlled by the applicant, including any current
employee except one performing only clerical, administrative, support or similar functions, or who, regardless of title, perform
no executive duties or has no senior policy making authority.

•

Investment or Investment-Related – pertaining to securities, investment houses, commodities, banking ,insurance, or real
estate (including, but not limited to acting as or being associated with a broker-dealer, municipal securities dealer, government
securities broker or dealer, investment advisor, futures sponsor, bank).

SEC Form 28-BD/28-BDA
February 2004

2

APPLICANT’S/BROKER DEALER’S NAME: _________________________________________________________________
DATE: __________________________________
•

Involved- doing an act or aiding, abetting, counseling, commanding, inducing, conspiring with or failing reasonably to supervise
another in doing an act.

•

Foreign financial regulatory authority- includes (1) a foreign securities authority; (2) other governmental body or foreign
equivalent of a self-regulatory organization empowered by a foreign government to administer or enforce its laws relating to the
regulation of investment or investment-related activities; and (3) a membership organization, a function of which is to regulate
the participation of its members in the activities listed above.

•

Proceeding- A formal administrative or civil action initiated by a governmental agency, self-regulatory organization or foreign
financial regulatory authority, a felony, criminal indictment or information (or equivalent formal charge), or a misdemeanor
criminal information (or equivalent formal charge). Does not include other civil litigation, investigations, or arrests or similar
charges effected in the absence of a formal criminal indictment or information (or equivalent formal charge).
A.

In the past ten years has the applicant or a control affiliate been convicted of or pleaded guilty or “nolo contendere” (“no
contest”) in a domestic or foreign court to.
Yes
No
(1) a felony or misdemeanor involving:

*investment or investment-related business
*fraud, false statements, or omissions
*wrongful taking or property or
*bribery, forgery, counterfeiting or extortion . . . . . .
(2) any other felony?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B.

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Has any domestic or foreign court:
(1) in the past ten years, enjoined the applicant or a control affiliate in connection with any
investment-related activity?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . [
(2) ever found that the applicant or a control affiliate was involved in a violation of
investment-related statutes or regulations?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [

C.

Has the Securities and Exchange Commission ever:
(1) found the applicant or a control affiliate to have made a false statement or omission?. . . . . . . . . .
(2) found the applicant or a control affiliate to have been involved in a violation of
its regulations or statutes?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3) found the applicant or a control affiliate to have been a cause of an investment-related business
having its authorization to do business denied, suspended, revoked, or restricted? . . . . . . . . . . . . .
(4) entered an order denying, suspending or revoking the applicant’s or a control affiliate’s
registration or otherwise disciplined it by restricting its activities?. . . . . . . . . . . . . . . . . . . . . . . . .
(5) imposed a civil money penalty on the applicant or a control affiliate, or ordered the
applicants or a control affiliate to cease and desist from any activity?. . . . . . . . . . . . . . . . . . . . . . .

D.

Has any other regulatory agency, or foreign financial regulatory authority:
(1) ever found the applicant or a control affiliate to have made a false statement or omission
or been dishonest, unfair, or unethical?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [
(2) ever found the applicant or a control affiliate to have been involved in a violation of
investment-regulations or statutes? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [
(3) ever found the applicant or a control affiliate to have been a cause of an investment-related
business having its authorization to do business denied, suspended, revoked or restricted?. . . . . . [
(4) in the past ten years, entered an order against the applicant or a control affiliate in correction
with an investment related activity?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [
(5) ever-denied, suspended, or revoked the applicant’s or a control affiliate’s registration or license,
prevented it from associating with an investment-related business, or otherwise disciplined
it by restricting its activities?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [
(6) ever revoked or suspended the applicant’s or a control affiliate’s license as an attorney
or accountant?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [

E.

Has any self-regulatory organization or Exchange ever:
(1) found the applicant or a control affiliate to have made a false statement or omission? . . . . . . . .
(2) found the applicant or a control affiliate to have been the cause of an investment-related
business having its authorization to do business denied, suspended, revoked or restricted?. . . .
(3) disciplined the applicant or a control affiliate by expelling or suspending it from
membership, by barring or suspending its association with other members, or by
otherwise restricting its activities?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SEC Form 28-BD/28-BDA
February 2004

3

APPLICANT’S/BROKER DEALER’S NAME: _________________________________________________________________
DATE: __________________________________
Yes

No

Has any foreign government, court, regulatory agency, or exchange ever entered an order
against the applicant or a control affiliate related to investments or fraud other than as
reported in items 8A, B or D?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[

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[

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Is the applicant or control affiliate now the subject of any proceeding that could result in
a “yes” answer to parts A-F of this item?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[

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H.

Has a bonding company denied, paid out on, or revoked a bond for the applicant? . . . . . . . . . . .

[

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[

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I.

Does the applicant have any unsatisfied judgments or liens against it? . . . . . . . . . . . . . . .

[

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[

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J.

Has the applicant or control affiliate of the applicant ever been a Broker Dealer or a control
affiliate of a Broker Dealer that has been declared bankrupt? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [

]

[

]

F.

G.

9.

Does applicant:
A.

Have any arrangement with any other person, firm or organization under which:
(1)

Any of the accounts or records of applicant are kept or maintained by such person,
firm or organization?
………………….

[

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[

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The funds or securities of applicant or any of its customers are held or maintained
by such other person, firm or organization?
…………..

[

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Does applicant engage in any other non-securities business? (if “yes” describe
each other business briefly on Schedule D.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[

]

[

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Does applicant have the required paid-up capital or
Is applicant obtaining the required surety bond? . . . . . . . . . . . . . . . . . . . . . . . . . . .

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(2)

B.

Have any arrangements with any other Broker Dealer under which applicant refers or
introduces customers to such other Broker Dealer?
If the answer to any subsection of item 9 is “yes” furnish full details on Schedule D
as to each such arrangement, including the full name and principal business
address of the other person, firm or organization, and a summary of each arrangement.
Clearly label the subsection of item 9 to which the details of each arrangement are provided.

10.

Directly or indirectly, does applicant control, is applicant controlled by, or is applicant
under common control with any partnership, corporation or other organization engaged
in the securities business?
……………
If the answer to item 10 is “yes”, state full name and principal business address of such
partnership, corporation, or other organization and describe the nature of control on Schedule D.

11.

Check types of business engaged in (or to be engaged in, if not yet active) by applicant.
Do not check any category that accounts for (or is expected to account for) less than
1% of annual revenue.
A.
B.
C.
D.
E.
F.
G.
H.

12.

13.

Exchange Member engaged in retail or institutional business
Broker Dealer selling corporate debt securities
Dealer in Government Securities
Broker Dealer in Proprietary Shares
Non-Exchange Member engaged in retail or institutional business
Non-Exchange Member dealing with proprietary shares
Non-Exchange Member dealing with non-proprietary shares
Mutual Fund Distributor

SEC Form 28-BD/28-BDA
February 2004

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4

APPLICANT’S/BROKER DEALER’S NAME: _________________________________________________________________
DATE: __________________________________
Yes
14.

Is the applicant a member or participant in an Accredited Trust Fund?

No

[

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If yes, list the name of the trust fund and date when membership or
participation became effective.
___________________________________________________________
___________________________________________________________
15.

Is the applicant a participant in a registered clearing agency which is
not solely engaged in the business of a securities depository?
If yes, list the name of such clearing agency and state whether the
Applicant has fulfilled its obligation to contribute to the guarantee fund.
___________________________________________________________
___________________________________________________________

16.

Does the applicant transact a securities business at location other than its principal
place of business? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
If yes, list the address of each branch office below and submit with this application
a completed copy of SEC Form 28-BO for each location/branch, together with the
required branch office registration fee. If additional space is required, attach a list
entitled: “Branch Location-Name of Applicant”
_________________________________________________________________
_________________________________________________________________

EXECUTION: The applicant consents that service of any civil action brought by or notice of any proceeding before the Securities
and Exchange Commission or any self-regulatory organization in connection with the applicant’s Broker Dealer activities, may be
given by registered or certified mail or confirmed telegram to the applicant’s contact employee at the main address, or mailing address
if different, given in items 2E, and 2F.
The undersigned, being first duly sworn, deposes and says that he/she has executed this form on behalf of, and with the authority of
said applicant. The undersigned and applicant represent that the information and statements contained herein, including exhibits
attached hereto, and other information filed herewith, all of which are made a part hereof, are true, accurate, current and complete. The
undersigned and applicant further represent that to the extent any information previously submitted is not amended such infor mation is
currently accurate and complete.

Community Tax Cert.
Date/Place of Issue
Name of Applicant: ___________________________________________ ___________________
_________________________
By:
__________________________________________ ___________________
_________________________
Signature above printed name and Title
Subscribed and sworn before me this______ day of _______________ 20 _____at _____________
[Notary Public]

This page shall always be completed in full with original, manual signature and notarization.
To amend, circle items being amended. Affix notary stamp or seal where applicable.

SEC Form 28-BD/28-BDA
February 2004

5

APPLICANT’S/BROKER DEALER’S NAME: __________________________________________________________________
DATE: __________________________________

Schedule A
DIRECT OWNERS AND EXECUTIVE OFFICERS
1.

Use Schedule A only in new applications to provide information on the direct owners and executive officers of the applicant.
Use schedule B in new applications to provide information on indirect owners. File all amendments on Schedules C. Complete
each column.

2.

List below the names of:
(a)

each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Director and
Individual with similar status or functions;

(b)

In the case of an applicant that is a corporation, each shareholder that directly owns 5% or more of a class of a voting
security of the applicant, unless the applicant is a public company;
Direct owners include any person that owns, has the right to vote, or has the power to sell or direct the sale of 5% or more
of class of a voting security of the applicant. For the purposes of this Schedule, a person beneficially owns any securities (i)
owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother -in-law, father-inlaw, son-in-law, brother-in-law, or sister-in-law, sharing the same residence, or (ii) that he/she has the right to acquire,
within 30 days, through the exercise of any option, warrant or right to purchase the security.

(c)

In the case of an applicant that is a partnership, all general partners and those limited and special partners that have the
right to receive upon dissolution, or have contributed, 5% or more of the partnership’s capital; and

(d)

In the case of an owner that is a trust, the trust and each trustee.

3.

Are there any indirect owners of the applicant required to be reported on Schedule B? [

] Yes [

] No

4.

Complete the “Status” column by entering board/management titles; status as partner, trustee, sole proprietor, or shareholder;
and for shareholders, the class of securities owned (if more than one is issued).

5.

(a) In the “Control Person” column, enter “yes” if person has “control” as defined in the instructions to this form, and enter “no”
if the person does not have control. Note that under this definition most executive officers and all 25% owners, general partners,
and trustees would be “control persons”
(b) In the “PR” column enter “PR” if the owner is a public reporting company.

6. Ownership codes are:
C-25% but less than 50%

NA-less than 5%
D-50% but less than 75%

FULL LEGAL NAME
(Individuals: Last Name, First Name, Middle
Name)

(Note: Use additional sheet/annex if necessary)
SEC Form 28-BD/28-BDA
February 2004

A-5% but less than 10%
E- 75% or more

Date Title or
Status Acquired
Month
Year

Title or
Status

B- 10% but less than 25%

Ownership
Code

Control Person

PR

6

TIN

APPLICANT’S/BROKER DEALER’S NAME: __________________________________________________________________
DATE: __________________________________

Schedule B
INDIRECT OWNERS
1.

Use Schedule B only in new applications to provide information on the indirect owners of the applicant. Use schedule A in new
applications to provide information on direct owners. File all amendments on Schedule C. Complete each column.

2.

With respect to each owner listed on Schedule A, (except individual owners), list below.
(a) In the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the
power to sell or direct the sale of, 10% or more of a class of a voting security of that corporation.
For the purpose of this Schedule, a person beneficially owns any securities (i) owned by his/her child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or
sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 30 days, through the exercise of
any option, warrant or right to purchase the security.
(b) In the case of an owner that is a partnership, all its general partners and those limited and special partners that have the right
to receive upon dissolution, or have contributed, 10% or more of the partnership’s capital; and
(c) In the case of an owner that is a trust, the trust and each trustee.

3.

Continue up the chain of ownership listing all 10% owners at each level.

4.

Complete the “Status” column by entering status as partner, trustee, shareholder, etc., and if shareholder, class of securities
owned (if more than one is issued).

5.

(a) In the “Control Person” column, enter “yes” if person has “control” as defined in the instructions to this form, and enter “no”
if the person does not have control.
(b) In the “PR” column, enter “PR” if the owner is a reporting company.

6.

Ownership codes are:

C-10% but less than 25% D –25% but less than 50% E-50% but less than 75%

FULL LEGAL NAME
(Last Name, First Name, Middle Name)

Entity in
which
Interest is
Owned

Date Title or
Status
Acquired
Mo.
Yr.

Status

Ownership
Code

F- 75% or more

Control
Person

PR

(Note: Use additional sheet/annex if necessary)
SEC Form 28-BD/28-BDA
February 2004

7

TIN

APPLICANT’S/BROKER DEALER’S NAME: __________________________________________________________________
DATE: __________________________________

Schedule C
AMENDMENTS TO SCHEDULES A & B
(Amendments to answers for Schedules A and B of SEC Form 28BD)
1.

This Schedule C is used to amend Schedules A and B of SEC Form 28BD. Refer to those schedules for specific instructions for
completing this Schedule C. Complete each column. File with a completed Execution Page (Page 1 of SEC Form 28BD)

2.

In the “Type of Amendment” Column, indicate “A”(addition), “D”(deletion) or “C”(change in information about the same
person)

3.

Ownership codes are:

NA-less than 5% A-5% but less than 10% B-10% but less than 25%
C-25% but less than 50% D-50% but less than 75% E-75% or more

List below all changes to Schedule A: (DIRECT OWNERS AND EXECUTIVE OFFICERS)

FULL LEGAL NAME
(Individuals: Last Name, First Name,
Middle Name)

Type of
Amendment

Date Title
or Status
Acquired
Mo.
Yr.

Title or
Status

Ownership
Code

Control
Person

PR

TIN

Ownership
Code

Control
Person

PR

TIN

List below all changes to Schedule B: (INDIRECT OWNERS)
LEGAL NAME
(Individuals: Last Name, First
Name, Middle Name)

Type
Of
Amend
-ment

Entity in
Which
Interest is
Owned

Date Title
or Status
Acquired
Mo.

Status

Yr.

(Note: Use additional sheet/annex if necessary)
SEC Form 28-BD/28-BDA
February 2004

8

APPLICANT’S/BROKER DEALER’S NAME: __________________________________________________________________
DATE: __________________________________

Schedule D
CONTINUATION SHEET

Use this Schedule D to report details of answers to SEC Form 28BD items except item 8 and the other Schedules.
File with a completed Execution Page (Page 1)
Use this Schedule D only to report new information or changes/updates to previously submitted details. Do not repeat previously
submitted information.
Provide complete and concise information.

ITEM OF FORM
Item # and Letter

SEC Form 28-BD/28-BDA
February 2004

ANSWER

9

APPLICANT’S/BROKER DEALER’S NAME: __________________________________________________________________
DATE: __________________________________

SCHEDULE E

AUTHORIZED CAPITAL

NO. OF STOCKHOLDERS
N/A

TYPES OF
SHARES

CODE

NUMBER

AMOUNT

NO. OF
SHARES/TYPE

PAR/STATED
VALUE

AMOUNT

SUBSCRIBED CAPITAL

FILIPINO
FOREIGN

TOTAL
PAID-UP CAPITAL
FILIPINO
FOREIGN
TOTAL
STOCKHOLDERS
NAME & ADDRESS

TYPE/CLASS

AMOUNT
PAID

NATIONALITY

TOTAL

TOTAL

TOTAL

TOTAL

TOTAL

TOTAL

TOTAL
TOTAL

(Note: Use additional sheet/annex if necessary)

SEC Form 28-BD/28-BDA
February 2004

10

TAXPAYERS’
ID NO.

APPLICANT’S/BROKER DEALER’S NAME: _________________________________________________________________
DATE: __________________________________

Schedule DRP
DISCLOSURE REPORTING PAGE
(Answer for SEC Form 28BD item 8)
•
•
•
•
•

This schedule DRP must be filed upon occurrence of an event reportable under item 8 of SEC Form 28-BD.
Use a separate schedule for each event or proceeding. An event or proceeding may be reported for more than one person or
entity using one Schedule DRP. File with a completed Execution Page (Page 1of SEC Form 28BD)
One event may result in more than one “yes” answer in item 8; if so, use only one schedule to report all information relating to
the single event.
Provide clear and concise answers for each item on this Schedule.
It is not a requirement that the documents be provided for each event or proceeding. Should they be provided, they will not be
accepted as disclosure in lieu of answering the questions on this Schedule..

1. A The person(s) or entity(ies) for whom this Schedule DRP is being filed is (are) (check only one box)




The Applicant
One or more control affiliates
Applicant and one or more control affiliates

If this Schedule DRP is being filed for a control affiliate, give the full name of the control affiliate below (for individuals, Last
Name, First Name, Middle Name). If the control affiliate is registered with the SEC, provide the T.I.N. If not, indicate “nonregistered” in the space for the T.I.N.
Control Affiliate Name:
Control Affiliate Name:
Control Affiliate Name:
Control Affiliate Name:

TIN
TIN
TIN
TIN

B.

If the control affiliate is registered with the SEC, has the control affiliate submitted a DRP (with SEC Form 28-S) or Schedule
DRP to the SEC for the event?




YES
NO
If answer is no, then complete items 2-9 below. If answer is yes, no other information on this Schedule must be provided but a
copy of the DRP or Schedule DRP submission must be attached.
NOTE: The completion of this form does not relieve the control affiliate of its obligation to update its SEC records.

2.

This Schedule DRP relates to the following questions in item 7. (CIRCLE APPROPRIATE NUMBERS)
8A(1)
8A(2)
8B(1)

8B(2)
8C(1)
8C(2)

8C(3)
8C(4)
8C(5)

8D(1)
8D(2)
8D(3)

8D(4)
8D(5)
8D(6)

8E(1)
8E(2)
8E(3)

8F
8G
8H

8I
8J

3.

Is this schedule being filed to change or update any information regarding a previously reported event or proceeding?

YES

NO

4.

Who initiated this event or proceeding. (Enter name of firm, regulator, customer, etc.)
_______________________________________________________________________________________________________

5.

What type of event or proceeding was this? (i.e. Civil, Administrative, Criminal)
_______________________________________________________________________________________________________

6.

On what date was the event the proceeding initiated?
_______________________________________________________________________________________________________

7.

Identify the docket or case number of the event or proceeding (if any).
_______________________________________________________________________________________________________

8.

What were the allegations against the applicant and/or control affiliate? (Include amounts of actual or alleged damages or claims,
the type of product involved, and the name, if different from the current applicant).
_______________________________________________________________________________________________________

SEC Form 28-BD/28-BDA
February 2004

11

APPLICANT’S/BROKER DEALER’S NAME: _________________________________________________________________
DATE: __________________________________

9.

A. What is the current status of the event or proceeding? _________________________________________________________
B. On what date was this status reached?______________________________________________________________________
C. What was the result? (include felony/misdemeanor, a description of the penalties, amount of fine, payment or settlement,
terms of the disposition, length of suspension or restriction, etc.)________________________________________________

10.

You may provide a brief summary of this event or proceeding (Optional) on your attachment sheet.

SEC Form 28-BD/28-BDA
February 2004

12

APPLICANT’S/BROKER DEALER’S NAME: _________________________________________________________________
DATE: __________________________________
TERMS AND CONDITIONS FOR REGISTRATION AND SUBSEQUENT RENEWAL OF LICENSE UNDER SRC RULE
28.1-1 E:
1.

Applicable to an Applicant who is an Exchange Trading Participant:
i.
ii.
iii.

2.

Membership in good standing in an Exchange; provided, however that any applicant who is not a member of an Exchange
may only be granted registration conditioned upon future membership in an Exchange;
Membership or participation in a Trust Fund accredited by the Commission under SRC Rule 36.4 5 (a);
Where the Broker Dealer is a participant in a registered clearing agency, fulfillment of its obligation to contribute to the
guarantee fund.

Applicable to an Applicant who is either Exchange Trading Participant or Non-Exchange Broker Dealer:
iv.

Net Capital in the amount of Five Million Pesos or five percent (5%) of aggregate indebtedness whichever is higher,
calculated in accordance with SRC Rule 49.1 par. 1 for firms falling under par. V (a) and (b) below; or the Net Capital in
the amount of Two Million Five Hundred Thousand (P2.5Million) or two and one half percent (2.5%) of his aggregate
indebtedness whichever is higher for firms falling under paragraph (v) (c); provided, however, that the Commission may
set a different requirement for those firms authorized to use the Risk-based capital adequacy model.
“Risk Based Capital Adequacy Requirement/Ratio shall refer to the minimum levels of capital that has to be maintained by
firms which are licensed, or securing a Broker Dealer license, taking into consideration the firm size, complexity and
business risk. Such risks that are considered in determining the capital requirement including among others, Operational,
Position, Counterparty, Large Exposure, Underwriting and Margin Financing Risks.”

v.

a.

Unimpaired paid up capital of One Hundred Million Pesos (P100Million) for the following types of Broker Dealers:
(1)
(2)

First time registrants who will be participating in a registered clearing agency upon the effectivity of the
Securities Regulation Code;
Those acquiring the business of existing Broker Dealer firms pursuant to SRC Rule 28.1, par. 2 and will be
participating in a registered clearing agency. Provided, however, that the Commission may authorize a lower
capitalization for applicants not participating in a registered clearing agency.

b.

c.

vi.

Other existing Broker Dealer applicants not meeting the One Hundred Million Pesos (P100Million) capitalization
and not seeking authorization to engage in market making transactions shall maintain a Ten Million Pesos
(P10Million) unimpaired paid up capital and file the required surety bond in lieu of the P100 Million pesos as
prescribed under SRC Rule 28.1 5;
Unimpaired paid up capital of Two Million Five Hundred Thousand Pesos (P2.5Million) for applicants dealing
purely in proprietary shares and who are not holding securities.

Registration of each branch office;

vii. At least one trained and registered Salesman at each registered branch office. All salesmen of the applicant shall apply for
registration as a salesman under SRC Rule 28.1 par. 4;
viii. At least one registered Associated Person. Any person with supervisory responsibility for the applicant shall apply for
registration as an Associated Person under SRC Rule 28.1 par. 4;
ix.

A sufficient number of back office staff at the main office of the applicant;

x.

A computerized and effective recording and accounting system;

xi.

Separate bank accounts for client funds;

xii. Separate bank account for firm funds;
xiii. Reporting, using SEC Form 28-BDA of changes in information provided in the application form to the Commission within
seven (7) days of such changes;
xiv. Compliance with the provisions of the Code of Corporate Governance and Anti-Money Laundering Act;
xv.

Filing of reports required under the rules and regulations, including but not limited to the filing of Manuals on Good
Governance and Anti-Money Laundering; and

xvi. A certificate of Membership in good standing from a duly accredited or recognized broker/dealer association; and
xvii. Such other requirements which the Commission may prescribe.
SEC Form 28-BD/28-BDA
February 2004

13

APPLICANT’S/BROKER DEALER’S NAME: _________________________________________________________________
DATE: __________________________________

LIST OF EXHIBITS REQUIRED TO BE SUBMITTED WITH THE APPLICATION UNDER SECTION 28 OF THE CODE
AND SRC RULE 28.1-1 D:
i.

Continuing authorization for the Commission’s duly authorized representative to verify all of the applicant’s bank
accounts;

ii.

Proof of compliance with paid up capital requirements pursuant to SRC Rule 28.1-1 (E) (v) par. 1;

iii.

Certified True Copy of valid work permit of foreigners who are employees of officers of the applicant corporation duly
issued by the Department of Labor and Employment (DOLE) or any appropriate agency;

iv.

Copies of identity card/passports of the following:
1.
Individual applicants (salesman/associated person);
2.
Officers;
3.
Directors; and
4.
Persons who control more than ten percent (10%) of a class of voting securities of corporate applicants.

v.

Written supervision and control procedures, including procedures for establishing and maintaining a “Chinese Wall” in
accordance with SRC Rule 34.1 par. 2; taking into consideration the applicable requirements under the Anti-Money
Laundering Act of 2001 (RA 9160, as amended) and the Code of Corporate Governance (SEC Memorandum Circular No.
2, series of 2002);

vi.

A schedule of minimum commission charges as required by SRC Rule 30.2 par. 5;

vii. Calculation of net capital requirements in accordance with SRC Rule 28.1-1 (E) (ii) and SRC Rule 49.1, par. 1 or any other
financial ratio/measure which the Commission may in the future mandate;
viii. Certified True Copy of educational, professional/technical or other academic qualifications of Officers, Associated Persons
and Salesmen;
ix.

Latest audited financial statement;

x.

Where applicant has been in existence for more than one year , certified copies of income tax returns for the two years
preceding date of application;

xi.

Organization chart, including branch offices;

xii. If the applicant is a corporation, a certified copy of the following documents, under oath by the corporate secretary:
1.

2.
3.

With respect to a foreign corporation, certificate that the board of directors has authorized, in a resolution, the
President and Secretary to sign an irrevocable consent to service of process upon the Commission as service to
the corporation;
Articles of Incorporation indicating that the purpose of the applicant is to engage in the business of a Broker
Dealer;
Board Resolution attesting to particulars contained in the application.

xiii. Business plan regarding proposed and/or current operations, including projected volume of business. Such plan should
reflect applicant’s ability and plans to engage in a profitable level of business;
xiv. A yearly schedule/timetable on the implementation of the training program for the staff, which specifies, among others, the
description of the training program, date of implementation and name of participants in accordance with SRC Rule 30.2 D
xv.

If the applicant is not a member of or participant in an SRO, or has not applied for such membership or participation
therein, a written undertaking that he will become a member or participant in an SRO in the near future;
xvi. List of the Board of Directors, Officers and Employees with their corresponding positions duly signed by the company’s
President; and
xvii. Two (2) pcs. current 2x2 colored ID picture of all the Directors and Officers of the company. The dorsal side of each ID
picture must contain the signature and printed name of the respective director/officer. The ID pictures must be attached on
a separate sheet by stapling each ID picture on the top edge for easy inspection of the signature and printed name on its
dorsal side. The separate sheet containing the ID pictures of all the directors and officers of the company must be duly
certified by the company President.

SEC Form 28-BD/28-BDA
February 2004

14

SECURITIES AND EXCHANGE COMMISSION
SEC FORM 28-BD/28-BDA
APPLICATION FOR REGISTRATION AS A BROKER DEALER
AND AMENDMENTS THERETO

GENERAL INSTRUCTIONS

INTRODUCTION
Section 28 of the Securities Regulation Code provides that no person shall engage in the business of purchasing or selling securities in
the Philippines as a broker or dealer unless registered as such with the Securities and Exchange Commission. Application for
registration as a Broker Dealer is made by filing SEC Form 28-BD and paying the prescribed fee with the Commission at the SEC
Building, EDSA, Mandaluyong City, Metro Manila.
Initial filing of SEC Form 28-BD or application for registration as a Broker Dealer shall be accompanied by SEC Form 28-S
applications for all Salesmen, 28-AP applications for all Associated Persons, and SEC Form 28-BO for all Branch Offices.
INSTRUCTIONS:
1. UPDATING- SRC Rule 28.1-1 requires all Broker Dealers to update all information filed under SEC Form 28-BD. A change in
information shall be reported by filing SEC Form 28-BDA within seven (7) days from the occurrence of such change.
Amendments shall be indicated by filling out and encircling the number corresponding to the item (information) being changed.
2. CONTACT EMPLOYEE- The Associated Person listed on page 1 as the contact employee must be authorized to receive all
compliance information, communications and mailings and be responsible for disseminating it within the applicant’s organization.
3. FORMAT
▪

The Execution Page (page 6) with original manual signatures to the initial SEC Form 28-BD filing and each amendment to the
Form. Amendments to Schedules C, D and DRP shall also be accompanied by an Execution Page. Schedules A & B are
amended by filing Schedule C.

•

Type all information.

•

Give the name of the Broker Dealer and date on each page.

•

Use only the current version of SEC Form 28-BD and its schedules or a reproduction of them.

4. DEFINITIONS
•

Applicant means the Broker and/or Dealer applying for registration or amending information previously filed under SEC Form
28 BD.

•

Control means the power, directly or indirectly, to direct the management or policies of a company, whether through ownership
of securities, by contract, or otherwise. Any person that (i) is a director, general partner or officer exercising responsibility (or
having similar status or functions): (ii) directly or indirectly has the right to vote ten percent (10%) or more of a class of a voting
security, or has the power to sell or direct the sale of ten percent (10%) or more of a class of voting securities; or (iii) in the case
of a partnership, has the right to receive upon dissolution, or has contributed, ten percent (10%) or more of the capital, i s
presumed to control the company.

•

Person means an individual, partnership, corporation or other organization.

5. SCHEDULES A, B & C – File Schedules A and B only with initial applications for registration. Use schedule C to update
Schedules A and B.
6. SCHEDULE D- Schedule D provides additional space for explaining “yes” answers to SEC Form 28-BD items (except for item
8), but not for continuing Schedules A, B or C. To continue Schedules A, B, or C, use copies of the schedule being continued.
7. SCHEDULES E - Filed with initial application and whenever there are amendments thereto. If the spaces are not sufficient,
please use additional sheet, and label the same Schedule E-1, etc.

SEC Form 28-BD/28-BDA
February 2004

15

8. SCHEDULE DRP- All information relating to an event reportable under item 8 shall be provided in Schedule DRP except that an
attachment sheet may be used to respond to item 11. Applicant may submit a partially completed Schedule DRP (as specified in
the Schedule) only if the applicant or control affiliate for whom the Schedule is being filed has submitted a fully-completed
Schedule DRP (in connection with another SEC Form 28-BD filing) or a DRP Page (in connection with a SEC Form 28-S or SEC
Form 28-AP filing) relating to the occurrence of the same event. In such cases this fully completed Schedule DRP or DRP Page
must be attached to the applicant’s Schedule DRP.
9. The completed application, along with required Exhibits shall be submitted in five (5) copies.
To register, pay in cash or cashier’s or manager’s check payable to the Securities and Exchange Commission the amount of:
P 25,000

Broker plus P250.00 research fee

P 25,000

Dealer (including government securities eligible dealer) plus P250.00 research fee

P 50,000

Broker Dealer plus P500.00 research fee

P 5,000

Per Branch Office (Broker or Dealer) plus P50 research fee

P 10,000

Per Branch Office (Broker Dealer) plus P100 research fee

SEC Form 28-BD/28-BDA
February 2004

16
 
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