The SEC issued an advisory to the public against investing in MAX4UNLIMITED CO. and MAX4 UNLI CORPORATION. The full text of the advisory reads:
The Commission has received and verified information that certain companies, MAX4UNLIMITED CO. and MAX4 UNLI CORPORATION, are engaged in soliciting investments from the public. Part of the scheme being offered by the said entities is a promise of a guaranteed 50% return on investments every six (6) months.
Such invitation to invest which is publicly made through presentation in public or commercial place amounts to public offering of securities as defined under the 2015 Implementing Rules and Regulations (IRR) of the Securities Regulation Code (SRC), to wit:
Rule 3.1.17 – “Public Offering is any offering of securities to the public or to anyone who will buy, whether solicited or unsolicited. Any solicitation or presentation of securities for sale through any of the following modes shall be presumed to be a public offering:
- Publication in a newspaper, magazine or printed reading material which is distributed within the Philippines or any part thereof;
- Presentation in any public or commercial place;
- Advertisement or announcement in any radio, telephone, electronic communications, information communication technology or any other forms of communication; or
- Distribution and/or making available flyers, brochures or any offering material in a public or commercial place, or to prospective purchasers through the postal system, information communication technology and other means of information distribution.” (Emphasis supplied.)
Further, said IRR defines solicitation as the act of seeking or asking for business or information which includes the act of providing information about a security or investment product being offered for sale with the view of making another person a client or closing or bringing in a sale or purchase of security or investment product. The solicitor need not be a signatory to any contract relative to such offer or sale of the security.
The investment scheme being publicly offered by MAX4UNLIMITED CO. and MAX4 UNLI CORPORATION are considered as securities as defined in Section 3, paragraph 3.1 of the SRC, as follows:
“SEC.3 Definition of Terms. — 3.1. “Securities” are shares, participation or interest in a corporation or in a commercial enterprise or profit-making venture and evidenced by a certificate, contract, instrument, whether written or electronic in character. It includes: xxx
(b). Investment contracts, certificates of interest or participation in a profit-sharing agreement, certificates of deposit for a future subscription; xxx.” (Emphasis supplied)
Based on the records of the Commission, MAX4UNLIMITED CO. is registered with the Commission as a partnership under Company Registration No. PG201131333. MAX4 UNLI CORPORATION, on the other hand, is registered with the SEC as a corporation under Company Registration No. CS201030261. Both companies are engaged in the business of trading of all kinds of goods, commodities, wares and merchandise, of every kind and description.
However, said registration only grants authority to the subject entities to engage in the business of trading as stated in its Articles of Partnership and Articles of Incorporation, respectively. The public is hereby warned that MAX4UNLIMITED CO. and MAX4 UNLI CORPORATION have not been issued licenses or permits to publicly offer or sell securities by the SEC. Section 8 of the SRC specifically provides that securities shall not be publicly offered for sale or distribution in the Philippines without a registration statement filed with and approved by the Commission.
Those who act as salesmen, brokers, dealers or agents in selling or convincing people to invest in MAX4UNLIMITED CO. and MAX4 UNLI CORPORATION including soliciting investments or recruiting investors through the internet may be held criminally liable under Section 28 of the SRC and penalized with a maximum fine of Five Million Pesos (Php5,000,000.00) or imprisonment of Twenty-One (21) years or both pursuant to Section 73 of the SRC (SEC vs. Oudine Santos, G.R. No. 195542, 19 March 2014).
In view thereof, the public is hereby advised to STOP INVESTING in the investment scheme being offered by MAX4UNLIMITED CO. and MAX4 UNLI CORPORATION.
Should you have any information regarding the solicitation of MAX4UNLIMITED CO. and MAX4 UNLI CORPORATION, please call the Enforcement and Investor Protection Department (EIPD) at telephone number 8818-6047 or visit EIPD at its office located at the Ground Floor, North Wing Hall, Secretariat Building, PICC Complex, Pasay City.
For the guidance of the public.