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Accounting Alert

Divestment of Equity Investments

Background

As stated in the Manual of Regulations of Banks (MORB), banks may invest in equities of allied or non‐allied undertakings, including corporate affiliations or structures, subject to approval of the BSP. Sections 372 to 378 of the MORB lay out the undertakings allowed by the BSP to which the banks may invest, including the financial and non-financial limitations per activity. Non-compliance to the required registrations to the BSP, breach in the limitations set forth in the MORB, or non-compliance to other applicable laws and regulations, will lead to sanctions to be imposed to the bank and to the directors of the entity who approved the investment. The bank will also be directed to divest the equity investment per Section 379 of the MORB.

The Monetary Board, in its Resolution No. 805 dated July 11, 2024, approved amendments to the MORB on divestment of equity investments which are not allowed under applicable laws, or which do not comply with applicable regulations.

The Amendments

BSP Circular No. 1199 lays out the following amendments to the MORB:

  • Sanctions – Equity investments which are not allowed under applicable laws or do not comply with applicable regulations shall be divested. Divestment of equity investments should be performed within the period prescribed below:
    • Transactions not allowed under applicable laws - equity investments should be divested immediately without the need of a notice from the BSP.
    • Transactions which do not comply with applicable regulations, including those disapproved by the BSP - equity investments shall be divested within a period not exceeding six (6) months from receipt of notice from the BSP.

Divestment may be made for the whole transaction or, in case of divisible transactions, on the portion which does not comply with applicable regulations or not allowed under applicable laws. Subsequent non-compliance of the bank on the timeline prescribed in the MORB shall result to a fine to be determined by the Monetary Board, which in no case should exceed P1.0 million for each investment.

  • Compliance with Ceilings on Equity Investments – Shares of stock of another corporation acquired in settlement of loans shall be excluded from total equity investments for purposes of determining compliance with the prescribed ceilings on equity investments under Secs. 373,374,375,376-A and 378: Provided, That confirmation of the Monetary Board shall be required in the following cases within thirty (30) days from the date of acquisition thereof.  That said confirmation shall be subject, among others, to the condition that such shares of stock shall be disposed of within a reasonable period not to exceed three (3) years from the date of acquisition thereof.

Please see the attached summary of limitation on equity investments of banks for reference.

  • Compliance of Banks – A bank which has been directed to divest specific equity investments shall submit to the appropriate supervising unit of the BSP a divestment plan duly approved by the Board of Directors, together with the Board resolution or Secretary’s certificate approving the same within 15 days from the receipt of notice to divest from the BSP.  A progress or status report/s of the said divestment plan, which should be noted by the bank’s board as documented in a Board resolution or Secretary’s certificate, shall also be submitted within 5 days from the end of quarter.

Effectivity

The Circular shall take effect 15 banking days after its publication either in the Official Gazette or in a newspaper of general circulation in the Philippines.

Banks directed to divest equity investment prior to the effectivity of the Circular but have not fully complied with such shall divest said investment within ninety (90) calendar days following the effectivity of the Circular.

Please see attached limitations on the equity investments of banks as lifted from the MORB, as amended, and BSP circular for further details.

Copy text of article
BSP Circular No. 1199

BSP Circular No. 1199

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AA2024-41: Limitations of Equity Investments of Banks

AA2024-41: Limitations of Equity Investments of Banks

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