Basic Requirements of Application for Electronic Certificate Authorizing Registration of Transfer of Shares

An electronic Certificate Authorizing Registration (eCAR) must be secured before any transfer of shares is registered in the books of the corporation. In the absence of an eCAR, the SEC will treat the recording of the transfer of shares as invalid and puts the issuing corporation’s Corporate Secretary at risk of being liable to administrative penalties.

The following are the basic requirements:

• Tax Identification number of buyer, seller and issuing corporation
• Original transfer documents as duly notarized/consularized
• Applicable Capital Gains Tax (CGT), Documentary Stamp Tax (DST) and Donor Tax returns
• Official receipts of CGT, DST and Donor's Tax payments, if any, plus penalties, compromise and surcharge, if applicable. (To know more about the basic tax consequences of transfers of shares under the TRAIN law, please click here.)
• Stock certificate/s, if any
• Certification fee of Php100
• Documentary Stamp and fee estimated at Php15
• Audited financial statements of the issuing corporation closest to the year of transaction
• Proof of acquisition of shares by the transferor
• If the application for eCAR shall be done by a representative, a notarized/consularized Special Power of Attorney identifying the specific name of the individual representative

The eCAR shall be valid for five (5) years from date of issue (per RR No. 3-2019).

Read related entry of "The Use of the eCAR System for Registration and Transfer of Real and Personal Properties under Revenue Regulations No. 3-2019".