Re: Conversion of Stockholder's Loan to APIC to Wipe Out Deficit

March 19, 2018SEC-OGC OPINION NO. 03-18RE: CONVERSION OF STOCKHOLDER'S LOAN TO APIC TO WIPE OUT DEFICITPhilippine Bio-Sciences Co.105 Paseo de Roxas19th Floor Unit C, Strata 100 Bldg., Emerald AvenueOrtigas Center 1650, Pasig CityAttention: Mr. Romark Peralta and Antonio De CastroManagers of Legal Office and Accounting OfficeDear Sirs :This refers to your letter requesting an opinion on whether or not it is mandatory to seek the Commission's approval for the conversion of stockholder's advances to a corporation into additional paid-in capital (APIC) of the corporation without issuance of new shares and for the use of such APIC to wipe out the capital deficit of the corporation. Please be informed that the Commission has adopted the policy of allowing corporations, at their option, to apply for the Commission's approval of the creation of APIC, subject to the payment of the filing fee applicable for such application. 1 The Commission already had the opportunity to address a similar issue wherein a corporation proposed the creation of APIC without issuance of shares. In the said Opinion, the Commission stated...