I have been dealing with the Securities and Exchange Commission (SEC) for almost two years now.
One of the transactions I do frequently is amending the Articles of Incorporation (AOI) and By-laws of the company. Most of the time, it is just a minor change, like changes in address (Article III of the AOI).
The law requires that these changes are reflected in their records. Complying with them might be a hassle, but it is a requirement if you do not want any bad marks in your soon-to-be business enterprise. Here is a detailed list of requirements and procedure for the entire process. In addition, I added a bonus segment below!
5 Steps in Amending Articles of Incorporation and By-laws
Step 1. Prepare Amended Documents
1. Amended Articles of Incorporation – Prepare four sets of Amended Articles of Incorporation or Amended By-laws.
2. Directors Certificate – a notarized document signed by majority of the directors and the corporate secretary, for example if there are five incorporators in your company you need at least four signatures including the corporate secretary certifying the following:
• The amendment of the Articles of Incorporation or By-Laws and indicating the amended provisions
• The majority vote for amendment of the directors and the stockholders or members
• The date and place of the stockholders or members meeting
• The tax identification number (TIN) of the signatories which shall be placed below their names
3. Secretarys Certificate – a notarized document signed by corporate secretary certifying that there is no intra-corporate dispute in the company.
Step 2. Submit Amended Documents
Submit Director’s Certificate and Amended Articles of Incorporation and Amended By Laws at the Corporate and Partnership Registration Division (CPRD), located at the 2nd floor, SEC Building for pre-processing.
The processor checks the documents if compliant with the provisions of the Corporate Code of the Philippines and other existing laws. If the documents are complete, processor advises applicant to pay filing fee, processor will give you an order of payment (proceed to step 3). If the documents are not complete, processor advises applicant to comply with the requirements first.
Step 3. Pay Filing Fee
Present the order of payment to the cashier, pay the necessary filing fees and cashier will issue an official receipt. The cashier is located at the ground floor, SEC Building.
The fee for amending either the Articles of Incorporation or the By-laws is PhP 510.
Step 4. Receiving of Application
File the application with the Receiving Unit of the Company Registration and Monitoring Division (CRMD) located at the 3rd floor, SEC Building.
After receipt of the application, it is forwarded to the Corporate Filing and Records Division (CFRD) for verification. The assistant director will review the application and forward it to the Director of the Company Registration and Monitoring Department (CRMD) for approval.
Certificates may be claimed after ten (10) working days from filing of application with the Receiving Unit of the CRMD; or you can contact this number for follow up +632 584 0763.
Step 5. Release of Amended Certificate
Present your official receipt to Central Receiving and Records Division (CRRD) located at the ground floor, SEC Building to get your amended certificate.
If the Amended Articles of Incorporation is Article III or the the address, be sure that you will also update your records with the Local Government Units (LGU) like your barangay permit and mayor’s permit and also with the Bureau of Internal Revenue (BIR) to prevent possible problems.
BONUS: Frequently Asked Questions:
1. Can I amend everything in the Articles of Incorporation?
• No. There are some things that you can amend and there are some things you cannot amend.
2. What items can be amended?
• Corporate Name
• Purpose (Primary / Secondary)
• Business Address
• Number of directors
• Authorized capital stock
3. What items cannot be amended?
• Information about the original incorporators
¤ Names of incorporators listed in original Articles of Incorporation
¤ Citizenship and residences of the Incorporators
¤ Names, citizenship and original subscription of the incorporators
¤ Names and contribution of each member. If you want to change names and contribution of each member, you can update it in your General Information Sheet (GIS).
• Name of the designated Treasurer. If you want to change your corporation’s treasurer, you can update it in the General Information Sheet (GIS).