THE Securities and Exchange Commission (SEC) has revoked the corporate registration of Cyfle One Person Corp. (OPC) following findings of unauthorized investment activities.
In an order dated May 16, the SEC’s Enforcement and Investor Protection Department (EIPD) said it canceled Cyfle’s registration due to violations of Section 44 of Republic Act No. 11232, or the Revised Corporation Code (RCC), in relation to Section 6(i), paragraph 2 of Presidential Decree No. 902-A.
The RCC bars corporations from exercising powers beyond those set in their articles of incorporation (AoI).
The SEC also imposed a P1-million fine on Cyfle for offering securities to the public without securing the necessary registration or license.
In addition, the commission directed Cyfle, along with its sole stockholder-director-president, nominee, and alternate nominee, to pay P1 million in administrative sanctions.
Cyfle, incorporated in 2022, declared in its AoI that its primary purpose was to provide management consultancy services. However, the SEC said its investigation found that Cyfle had offered investment products despite a clause in its AoI prohibiting the solicitation, acceptance, or receipt of investments, as well as the issuance of investment contracts.
According to the SEC, Cyfle promoted a scheme promising a 30% return on a minimum investment of P50,000 over a one-year term.
The commission said the structure of the scheme resembled a Ponzi scheme, in which returns to earlier investors are paid using funds from newer participants — an arrangement prohibited under Section 26 of Republic Act No. 8799, or the Securities Regulation Code.
“The investment scheme of [Cyfle] also operates to defraud investors as it deceives the investing public by making it appear that they have the authority to deal in securities,” the order read.
“This also amounts to serious misrepresentation as to what they can do or are doing to the damage and prejudice of the investing public,” it added.
The SEC had issued an advisory against Cyfle in July 2024, warning the public about the company’s unauthorized solicitation of investments. — Revin Mikhael D. Ochave
