フィリピンでの取締役変更の必要手続きについて、弊社の顧問弁護士に
問い合わせた結果がこちら。
一つずつちゃんとやっていかないと、刑事告訴になるよとかいろいろ
怖い文言が書いてあります。
日本とはだいぶ違うので気をつけましょう。
Hi sir. If it is directors only, not stockholders:
1. There should be an annual stockholders meeting, appointing a new set of board of directors
2. Minutes of the annual meeting signed by the new board of directors and certified by the corporate secretary
3. Deed of assignment- a stockholder sells 1 share each to the new directors ( Note: I cannot notarize these documents if I cannot see the stockholder personally with his passport)
4. Payment of capital gains tax
5. BIR certificate authorizing registration
6. Filing of Gis indicating the new directors and other info.
The old stockholders remain stockholders unless they sell all their shares and pays capital gains tax and get BIR Certificate authorizing registration ( CAR)
If you dont comply with the deed of assignments and payment BIR capital gains tax, the assignor/seller and/or corporate officers run the “risk” of being criminally liable for tax evasion AND payment of tax penalties and interest accumulating every year if BIR finds out and corporate secretary may be sued criminally for perjury for indicating false information in the GIS.
Thanks.
