SEC cancels papers of Boracay Capital

A holding company supposedly soliciting P5 million from the public and claiming to be an investment management firm had its certificate of incorporation revoked after the Securities and Exchange Commission (SEC) found that it did not have the required licenses to do so.

In a 10-page order dated Sept. 4, the corporate watchdog said Boracay Capital Holdings Inc. offered investment contracts to the public and promised to invest the money in stocks, investment funds or bonds.

Based on the company’s Articles of Incorporation, it is not allowed to “act as stock broker or dealer in securities nor solicit, take, accept and/or issue investment and/or investment contracts from public investors.”

The SEC pointed out that Boracay Capital was not registered as a lender nor a broker, as confirmed with the SEC Markets and Securities Regulation Department, as well as the Corporate Governance and Finance Department.

“Boracay Capital is offering investment opportunities to the public where the would-be investors are promised high profits and passive income,” the commission said in its order, adding that these investment offers were considered securities under the Securities Regulation Code.

The SEC Enforcement and Investor Protection Department (EIPD) issued a show cause order against Boracay Capital directors Christine Grace Tolentino and Antonio Echavez on Feb. 29 after the company, which is based in Makati City, was found to be posting about the scheme through its website.

For its part, Boracay Capital explained that its website was not operational and “still considered a work in progress,” adding that the posts were “mere templates” created by its web designer, pending approval from company officials.

“The website contents were not approved … and have undergone so many design versions of the said templates,” Boracay Capital said in its joint verified answer to the show cause order. “They were not meant to solicit investments.”

The EIPD also noted that Tolentino was posting photos on Facebook to supposedly solicit investments, an allegation that Boracay Capital likewise denied, saying that the “opinions” of the commission were “based not on the facts and law, but on their interpretations of the photo opportunities.”

Still, the SEC argued that the company claimed to be engaged in investment management, showing “clear proof that it is indeed engaged in investment-solicitation activities.” As a result, the commission revoked Boracay Capital’s certificate of incorporation.

Once this happens, the company can no longer engage in business activities.

Under the SEC’s current table of fees, companies that want to petition the SEC to set aside a suspension or revocation order may pay up to P3,000.

Tolentino and Echavez were also found liable for fraud and disqualified from being a director of a corporation for five years.