The Securities and Exchange Commission (SEC) has revoked the corporate registration of Boracay Capital Holdings Inc. after it was found to be offering securities to the public without the necessary licenses from the Commission.
In an order dated Sept. 4, 2024, the SEC Enforcement and Investor Protection Department (EIPD) canceled the corporate registration of Boracay Capital Holdings for violating Section 6(i), paragraphs 2 and 3 of Presidential Decree (PD) 902-A.
PD 902-A authorizes the Commission to suspend or revoke the corporate registration of corporations for serious misrepresentation as to what it can do to the great prejudice of or damage of the general public and for failure to submit reportorial requirements.
Boracay Capital’s articles of incorporation stated that its primary purpose is to engage in the real property business, while its secondary purpose is to engage in information technology products and services, as well as hotel and resort management.
However, the EIPD found Boracay Capital to be representing itself as a business engaged in strategic global advisory, wealth management, fund management, asset management, real estate and management solutions on its website.
The company was also found to be enticing the public to invest or make an initial deposit of P5 million into the company by showcasing its alleged accomplishments on its social media platforms and its website. The funds will supposedly be invested in stocks, investment funds, or bonds.
“Such invitation to offer or sell securities to the public without the corresponding registration with the Commission is illegal and is punishable by law pursuant to Section 8 in relation to Section 73 of the [Republic Act No. 8799, or the Securities Regulation Code (SRC)],” the order read.
Section 8 of the SRC prohibits the selling or offering of securities without a registration statement duly filed with and approved by the Commission.
Any form of deceptive solicitation of securities such offering or selling of investment schemes without a secondary license or permit from the Commission also constitutes investment fraud under RA No. 11765, or the Financial Products and Services Consumer Protection Act.
Further, the company has not been issued a secondary license nor does it have a pending application with the Commission to offer or sell securities to the public.
Additionally, Boracay Capital failed to comply with its reportorial requirements, including the submission of its General Information Sheet and Audited Financial Statements for the years 2023 and 2024, Beneficial Ownership Transparency Form, as well as its compliance with Memorandum Circular No. 28, Series of 2020.