Tax notes: SEC’s new guidelines on use of corporate and partnership names

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Monday, June 16, 2014


THE Philippine Securities and Exchange Commission (SEC) issued Memorandum Circular 21 (Series of 2013) last Dec. 4, 2013, which provides Omnibus Guidelines and Procedures on the Use of Corporate and Partnership Names. Included in the guidelines are the following:

(1) The corporate name shall contain the word “Corporation” or “Incorporated,” or the abbreviations “Corp.” or “Inc.”, respectively.

(2) The partnership name shall bear the word “Company” or “Co.” and if it is a limited partnership, the word “Limited” or “Ltd.” A professional partnership name may bear the word “Company”, “Associates”, or “Partners”, or other similar descriptions.

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(3) The corporate name of a foundation shall use the word “Foundation”.

(4) A term that describes the business of a corporation in its name should refer to its primary purpose. If there are two such terms, the first should refer to the primary purpose and the second to the secondary purpose.

(5) A business or trade name that is different from the corporate or partnership name shall be indicated in the articles of incorporation or partnership. A company may have more than one business or trade name.

(6) A full name or surname of a person may be used in a corporate or partnership name if he or she is a stockholder, member or partner of the said entity and has consented to such use. If the person is already deceased, the consent shall be given by his or her estate.

(7) Provide restrictions on the use of certain word or phrases, such as Investments, Capital, Association, Organization, among others, in corporate or partnership name.

This memorandum circular amends all issuances, order, rules and regulations of the SEC that may be inconsistent with it and shall take effect immediately. (Source: Punongbayan & Araullo)

Published in the Sun.Star Cebu newspaper on June 17, 2014.

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