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​​​​Guide to FX Transactions - Foreign Investments

​Inward Investments: Registration


​​​Supporting Documents1​​ for Registration of Inward Investments with Banks

​

  1. Proof of Funding​​​​

​Form of Funding

Proof of Funding

  1. In cash

  1. Inward remittance of foreign exchange (FX)​​​

Certificate of Inward Remittance (CIR) of FX through an AAB in the prescribed format (Appendix 10.1), or equivalent document

  1. Constructive remittance of FX funding to a resident’s deposit account


(i.e., FX funding is credited to offshore account of resident investee/intended beneficiary/ onshore bank without actual inward remittance of FX but the investment is accordingly booked onshore in the records of the investee firm)​

  1. Telegraphic transfer/debit-credit arrangement, or equivalent document; or​

  2. Certification issued by the receiving/depository bank attesting to the FX amount and date of its credit to resident’s account, or equivalent document​

  1. FX payments made offshore between non-residents for transfer of onshore investments​​

Proof of funding of initial onshore investment and subsequent FX payment made offshore for transfer of said investment to another non-resident –​


  1. Original BSRD (if transferred investment was registered); or document showing funding for transferred investment (if transferred investment was not registered); and​​​

  2. Deed of Transfer/Deed of Assignment/ Sale/ covering agreement, or equivalent document; or Sworn certification executed by the authorized officer/representative of the investee firm attesting to the transfer/amount paid for the investment and that the payment was made offshore.

  1. Peso balance of non-resident  investor’s onshore peso deposit account and interim peso deposit account​​

Bank certification issued to non-resident investor by the depository bank attesting that the: (a) funding of the peso deposit account of the non-resident is in accordance with Section 3.1 of the FX Manual; and (b) the intende​​d remittance of peso funds for the onshore investment

  1. Reinvestment of peso divestment/sales proceeds or related earnings of investment​

Proof of funding for the previous investment and proof of divestment/sale or earnings (as applicable) –​​​​

  1. For divestment/sales proceeds​​

  1. Original BSRD or BSRDLA (if previous investment was registered); or document showing funding of previous investment (if previous investment was not registered); and​​​

  2. Proof of divestment/sale; or matured certificate/contract; or Proof of redemption; or  Broker’s sales invoice, or equivalent document

  1. For earnings​​​

  1. Original BSRD or BSRDLA (if previous investment was registered); or document showing funding of previous investment (if previous investment was not registered); and​​​​

  2. Covering declaration (e.g., Board Resolution); or proof of interest/coupon payments for investments; or PSE Notice or Corporate Disclosure announcing the issuance of cash dividend for PSE-listed securities, or equivalent document

  1. Conversion of liability (e.g., foreign loan/ bonds/notes/ obligation) to investment (e.g., equity)​

  1. Original BSRD (if liability was registered); or document (e.g., CIR) showing funding of the loan (if liability was not registered); and​​

  2. Deed of Assignment of liability and conversion to investment/covering agreement or equivalent document on the conversion, or equivalent document; or Sworn certification executed by the authorized officer/representative of the investee firm attesting to the conversion of debt to investment.

  1. Exercise of conversion rights to underlying shares [e.g., under Philippine Depository Receipts (PDRs)]​​

  1. Original BSRD [if initial investment (e.g., PDR) was registered]; or document showing funding of the initial investment (if initial investment was not registered); and​

  2. Proof of exercise of the conversion rights, or equivalent document; or certification executed by the authorized officer or the PDR issuer attesting to the following: (i) exercise by the non-resident PDR holder of his conversion rights; and (ii) the number of shares held by the non-resident investor arising from such exercise and that the same is within the ownership limit for non-resident investors under the Constitution of the Republic of the Philippines and existing laws of the Philippines in the case of PDRs.

  1. In kind​

  1. Heavy Equipment and Machinery/ Inventories/Raw Materials/ Supplies/ Spare Parts/ Furniture/ Personal Properties/Motor Vehicle/Sea Vessel/ Aircraft including other tangible assets from abroad​

  1. Shipping documents (e.g., commercial invoice, airway bill/bill of lading), or equivalent document; and​​ 

  2. Bureau of Customs (BOC) import entry declaration or document indicating valuation of imports, or equivalent document

  1. Intangible assets [e.g., intellectual property rights (IPR)]​

  1. System Purchase Agreement or document showing proof of ownership of intangible assets; or​​

  2. Certificate of Registration of IPR, mining permit for mining claims or rights, or equivalent document; or

  3. Deed of Transfer/Assignment/Sale/covering agreement relative to intangible assets or equivalent document

  1. Stock and/or property dividends accruing from onshore investments​

Proof of funding for existing investment and proof of declaration – ​​


  1. Original BSRD (if base/mother shares were registered); or document showing funding of existing investment (if base/mother/original shares was not registered); and​​

  2. Covering declaration (e.g., Stockholder’s Resolution); or PSE Notice/Corporate Disclosure/Circular for Brokers announcing the stock splits/reverse stock splits; or Regulatory clearance/approval or equivalent document

  1. Shares (e.g., share swap)​

Onshore shares:​


  1. Original BSRD or BSRDLA (if investment was previously registered); or document showing proof of investment in shares to be invested  (if investment was not previously registered); and​​​

  2. Deed of Transfer/Assignment/Sale or Share Swap Agreement relative to investment, or equivalent document


​Offshore shares:


Deed of Transfer/Assignment/Sale or Share Swap Agreement relative to investment, or equivalent document​

  1. Others not falling under Items A and B (e.g., stock splits/reverse stocksplits, uplifted shares, investments made prior to 15 March 1973)​​

  1. Original BSRD (if applicable); and​​​

  2. Document evidencing funding of investment; or

  3. Document showing transfer of assets to the Philippines; or

  4. Document showing payment of the investment (either in cash or in kind); or

  5. Document effecting the change in registered investment;

  6. Stock Transfer Agent’s Certificate for investments prior to 15 March 1973; or

  7. Document showing the underlying transaction of the investment and amount involved.



  1. ​Proof of Investment​​

    ​Type of Investment

    Proof of Investment by Non-resident Investor

    1. Debt securities issued onshore by the National Government and other public sector entities (Section 33.2)

    Accredited dealer’s Confirmation of Sale (COS), or equivalent document

    1. Equity securities issued onshore by residents that are listed at an onshore exchang​e [Section 33.3.a.(ii)]

    Purchase invoice or subscription agreement, or equivalent document


    For Investments prior to 15 March 1973: Stock Transfer Agent’s Certification that the investment was made prior to 15 March 1973

    1. Debt securities issued onshore by private sector residents that are listed at an onshore exchange and not covered by the provisions of Part Three, Chapter I of the FX Manual  [Section 33.3.b.(ii)]

    1. Exchange Traded funds (ETFs) issued/created onshore by residents (Section 33.3.c)

    1. PDRs that are listed at an onshore exchange  [Section 33.3.e​.(ii)]

    PDR instrument/certificate/subscription agreement/proof of sale or equivalent document showing non-resident investor’s investment in PDRs

    1. Peso time deposits with an AAB with a maturity of at least 90 days (Section 33.4)

    Bank certificate of peso time deposit

    1. Equity securities issued onshore or offshore by non-residents that are listed at an onshore exchange (Section 34.1)

    Purchase invoice or subscription agreement, stock certificate or equivalent document

    1. Debt securities issued onshore by non-residents that are listed at an onshore exchange (Section 34.2.b)

    1. Instruments under Section 37.2(a-h) used as collateral involving transfer of legal/beneficial ​ownership of the collateral to the non-resident investor

    Document evidencing existence and purchase/acquisition of onshore legitimate investments by non-residents, or equivalent document

     

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    1  a)  Copies of documents may be submitted except as otherwise indicated.         
        b)  Documents which must be in original form shall be presented to, and a copy shall be retained by, the FX selling institution.
        c)  It is understood that when a bank certification regarding its client’s deposit account is required, the owner of the account should have executed a notarized waiver of secrecy of its deposits.

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Created:6/17/2020 3:06 PM   by:  Pambid Frederick D.
Modified:7/15/2020 5:43 PM   by:  Pambid Frederick D.