AS A juridical person, the corporate entity also goes through many changes in terms of organizational structure, business purposes/ non-stock, non-profit purposes, location, and internal rules and regulations, among others. The corporators, officers and members composing the corporations are expected to introduce some modifications in the course of corporate operations taking into consideration changes in applicable laws, the profitability of the business, local situation, health and safety considerations, and other factors.
The SEC allows for an amendment process for such changes in your articles of incorporation (AOI) and / or in your by-laws (BL).
Here are some frequently asked questions (FAQs) of our clients to guide you through the amendment process:
1. What are proper subjects of proposed amendments? If you intend to amend your AOI, you may amend your corporate name, business / civic / non-stock purposes principal office, the number of the members of the board, authorized capital stock, and such other provisions allowed to be amended under the law. You may NOT amend the names and number of incorporators, the names of members of the board, or the name of the first-designated treasurer. These individuals are named as organizers and the first set of boards whose names appear in the AOI even if they are no longer connected with the corporation.
2. How will incorporators sign the amended AOI / amended BL if they are no longer connected with the corporation upon amendment? Incorporators and first members of the board are not required to sign the amended AOI or amended BL anymore. All that is needed is for their names to appear with the indication that they signed the original AOI, by writing "SGD." before their printed names.
3. What are the other requirements for us to be able to amend our AOI or BL? You will be required to submit five copies of your amended AOI or amended BL, with the amended provisions underlined and indicating the date of approval of amendment; a directors' / trustees' certificate to the effect that the required votes for the approval of the proposed amendment were obtained; a secretary's certificate stating that the corporation has no pending intra-corporate case / dispute, and a monitoring clearance applied for by presenting the latest reports (General Information Sheet and Financial Statements).
4. Are endorsements from other government agencies required for purposes of amendment of the AOI or BL? Under the new guidelines based on the provisions of the Revised Corporation Code, only industries under the supervision of the Insurance Commission and the Bangko Sentral ng Pilipinas are required to be favorably endorsed upon registration or amendment. These include insurance and trust companies, pre-need companies, banks, quasi-banks, money remittance and foreign exchange establishments, gold trading centers and other financial intermediaries.
5. Considering the health and safety protocols being undertaken at present, are we allowed to send applications for amendments through e-mail? Yes, you may initially send digital copies of your documentary requirements through email for evaluation. That way we can check compliance with the requirements and ensure that everything is complete before you submit all the manually-signed original copies of your documents.
For other questions or clarifications on the amendment process, you may reach us at secbaguio@sec.gov.ph.
Keep safe, everyone.