Definitions.
Section 2
SEC. 2. Definitions.—For purposes of this Act: (a) "Securities" shall include bonds, debentures, notes, evidences of indebtedness, shares in a company preorganization certificates or subscriptions, investments contacts, certificates of interest or participation in a profit sharing agreement, collateral trust certificates, equipment trust certificates (including conditional sale contracts or similar interests or instruments serving the same, purpose), voting trust certificates, certificates of deposit for a security, or fractional undivided interest in oil, gas, or other mineral rights, or, in general, interests or instruments commonly considered to be "securities", or certificates of interests or participation in, temporary or interim certificates for, receipts for, guarantees of, or warrants or rights to subscribe to or buy or sell any of the foregoing; or commercial papers evidencing indebtedness of any person, financial or non-financial entity, irrespective of maturity, issued, endorsed, sold, transferred or in any manner conveyed to another, with or without recourse, such as promissory notes, repurchase agreements, certificates of assignments, certificates of participation, trust certificates or similar instruments; proprietary or non-proprietary membership certificates, commodity futures contracts, transferable stock options, pre-need plans, pension plans, life plans, joint venture contracts, and similar contracts and investments where there is no tangible return on investments plus profits but an appreciation of capital as well as enjoyment of particular privileges and services. (b) “Person” means an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any business organization, or a government or political subdivision thereof. As used in this paragraph, the term “trust” shall include only a trust where the interest or interests of the beneficiary or beneficiaries are evidence by a security. (c) “ Sale ” or “sell” shall include every contract of sale or disposition of security or interest in a security, for value. The terms “offer to sell”, “offer for sale”, or “offer” shall include every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security, for value. (d) “Buy” and “purchase” shall include any contract to buy, purchase, or otherwise acquire. (e) “Issuer” means every person who issues or proposes to issue any security; except that with respect to certificates of deposit, voting trust certificates, or certificates of interest or shares in an incorporated investment trust, not having a board of directors or persons performing similar functions or of the fixed restricted management, or unit type, the term “issuer” means any person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other agreement or instrument under which such securities are issued; and except that with respect to fractional undivided rights in oil, gas, or other mineral rights, claims or properties, the term “issuer” means the owner of any such right or property or of any interest therein, whether whole or fractional, who creates fractional interests therein for the purpose of public offering. (f) “Dealer” means any person engaged in the business of buying and selling securities for his own account, through a broker or otherwise, but does not include any person insofar as he buys or sells securities for his own account, either individually or in some fiduciary capacity, but not as a part of a regular business. (g) “Salesman” shall include every natural person, other than a dealer, employed or appointed or authorized by a dealer, issuer or broker to sell securities in any manner. The partners in a partnership and the executive officers of a corporation or other association registered as a dealer shall not be salesmen within the meaning of this definition. (h) "Broker" means any person engaged in the business of effecting transactions in securities for the account of others but does not include a bank. (i) "Exchange" means any organization, association, or group of persons, whether incorporated or unincorporated which constitutes, maintains, or provides a market place or facilities for bringing together purchasers and sellers of securities or for otherwise performing with respect to securities the functions commonly performed by a stock exchange as that term is generally understood, and includes the market place and the market facilities maintained by such exchange. (j) "Facility", when used with respect to an exchange, includes its premises, tangible or intangible property, whether on the premises or not, any right to the use of such premises or property or any services thereof for the purpose of effecting or reporting a transaction on an exchange including, among other things any system of communication to or from the exchange, by ticker or otherwise, maintained by or with the consent of the exchange, and any right of the exchange to the use of any property or service. (k) "Member", when used with respect to an exchange, means (1) any natural person permitted to effect transactions on the floor of exchange without the services of another person acting as broker, (2) any registered broker or dealer with which such a natural person is associated (3) any registered broker or dealer permitted to designate as a representative such a natural person, and (4) any other registered broker or dealer which agrees to be regulated by such exchange and with respect to which the exchange undertakes to enforce compliance with the provisions of this Act, the rules and regulations thereunder, and its own rules. (l) "Bank" means an institution authorized to operate as such by the Central Bank of the Philippines . (m) "Director" means any director of a corporation or any person performing similar functions with respect to any organization, whether incorporated or unincorporated. (n) "Commission" means the Securities and Exchange Commission. (o) "Clearing agency" means any person who acts as an intermediary in making payments or deliveries or both in connection with transactions in securities or who provides facilities for comparison of data respecting the terns of settlement of securities transactions, to reduce the number of settlements of securities transactions, or for the allocation of securities settlement responsibilities. Such term also means any person, such as a securities depository, who (1) acts as a custodian of securities in connection with a system for the central handling of securities whereby all securities of a particular class or series of any issuer deposited within the system are treated as fungible and may be transferred, loaned, or pledged by bookkeeping entry without physical delivery of securities certificates, or (2) otherwise permits or facilitates the settlement of securities transactions without physical delivery of securities certificates. (p) "Transfer agent" means any person who engages on behalf of an issuer of securities or on behalf of itself as an issuer of securities in (1) countersigning such securities upon issuance; (2) monitoring the issuance of such securities with a view to preventing unauthorized issuance, a function commonly performed by a person called a registrar; (3) registering the transfer of such securities, (4) exchanging or converting such securities; or (5) transferring record ownership of securities by bookkeeping entry without physical issuance of securities certificates. (q) "Underwriter" means any person who has purchased from an issuer with a view to, or offers or sells for an issuer in connection with, the distribution of any security, or participates or has a direct or indirect participation m any such undertaking, or participates or has a participation in the direct or indirect underwriting of any such undertaking; but such term shall not include a person whose interest is limited to a commission from an underwriter or dealer not in excess of the usual and customary distributors or sellers' commission. As used in this paragraph, the term "issuer" shall include, in addition to an issuer any person directly or indirectly controlling or controlled by the issuer, or any person under direct or indirect common control with the issuer. (r) "Promoter" includes (1) any person who, acting alone or in conjunction with one or more other persons, directly or indirectly, takes initiative in founding and organizing the business or enterprise of an issuer; or (2) any person who, in connection with the founding and organizing of the business of an issuer, directly or indirectly, receives in consideration of services or property or both services or property ten (10%) per centum more of any class of securities of the issuer or ten (10%) per centum or more of the proceeds from the sale of any class of such securities. However, a person who receives such securities or proceeds either solely underwriting commissions or solely as consideration of property shall not be deemed a promoter within the meaning of this paragraph if such person does not otherwise take part in founding and organizing the enterprise. (2a)