MORNBFI Vol. 1 - Planters Development Bank

§ 4394Q.1508.12.31and completion of the undertaking includingmarketing, where applicable. The QB andthe developer shall be bound by thecontract that establishes joint control of theundertaking. Although the developer maybe designated as operator or manager of theundertaking, it does not, however,absolutely control the undertaking but onlyacts in accordance with the authoritiesgranted to him under the JVA.c. Forms of a joint venture. A QB anda developer may undertake a joint ventureunder the following forms:(1) A jointly-controlled operation/undertaking, which does not involve theestablishment of a corporation, partnershipor other entity, or a financial structure thatis separate from the QB and the developerthemselves. Under this form of jointventure, the rights and obligations of the QBand the developer shall be governedprimarily by their contract that must clearlyspecify the following:(a) authority of the developer todevelop/subdivide the property andsubsequently, to sell the individual lotsunder a special power of attorney;(b) sharing in the sales proceeds of thedeveloped ROPAs or in the developed lots;(c) sharing in taxes;(d) sharing in the assets of the jointventure particularly in the developed/subdivided lots should there still be unsoldlots at the time of termination of the jointventure; and(e) name under which the subdividedlots shall be registered pending their sale.(2) A jointly-controlled entity, whichinvolves the establishment of a newjuridical entity, preferably a corporationthat is separate and distinct from the QBand the developer. A jointly controlledcorporation may be established either forthe purpose of developing properties of QBsfor immediate sale or converting them intoearning assets such as hotels and shoppingmalls.d. Requirements and limitations in ajoint venture. A QB desiring to enter into aJVA with a developer for the purpose ofdeveloping its ROPAs and/or otherproperties acquired as a consequence ofmerger/consolidation shall comply with thefollowing:(1) The JVA shall be approved by theboard of directors of the QB.(2) The QB’s contribution to the jointventure, in whatever form undertaken,shall be limited to ROPAs and propertiesacquired as a consequence of the QB’smerger/consolidation with another QB/FI.(3) The QB shall not recognize incomeout of its contribution to the joint venture,regardless of the agreed valuation of saidproperties.(4) The QB shall not provide funds tothe joint venture either as a loan or capitalcontribution.(5) The JVA or contractualarrangement shall clearly stipulate therights and obligations of the QB and thedeveloper.(6) The QB shall secure prior MonetaryBoard approval of the JVA.e. Application for authority to enterinto JVA. A QB desiring to enter into a JVAwith a developer for the purpose ofdeveloping its ROPAs and other propertiesacquired as a consequence of its merger/consolidation with another QB/FI shallsecure prior Monetary Board approval ofsaid agreement. For that purpose, theconcerned QB shall submit an applicationfor Monetary Board approval to theappropriate department of the SES. Theapplication shall be signed by the QB’spresident or officer of equivalent rank andshall be accompanied by the followingdocuments/information:(1) The name of the developer;(2) Name of the principalstockholders and officers as well asmembers of the board of directors of saidcompany;Manual of Regulations for Non-Bank Financial InstitutionsQ RegulationsPart III - Page 37