Applications for Amendment of the Articles of Incorporation and/or By-Laws filed by Domestic Stock or Non-stock corporations concerning the following provisions or any combinations thereof:
Articles of Incorporation:
- Change in the Principal Office Address;
- Increase or Decrease in the Number of the Board of Directors/Trustees;
- Fiscal Year for One Person Corporations (OPCs); or
- Deletion and/or Addition of New Provisions in the Existing Articles of Incorporation except those provisions on purposes, capitalization and reclassification of shares.
By-Laws:
- Date of Annual Meeting of the stockholders/members
- Fiscal Year
Applications Subject to Regular Processing through the eAMEND Portal:
- Amendment of Partnership;
- Dissolution of Partnership;
- Amendment of Articles of Incorporation of a Domestic Corporation whether stock or non-stock other than those indicated in Section 1.A.a;
- Amendment of By-Laws of a Domestic Corporation whether stock or non-stock other than those indicated in Section 1A.b;
- Application for Conversion of One Person Corporation (OPC) to Ordinary Stock Corporation (OSC) and vice versa;
- Application for Increase of Capital Stock for One Person Corporation via Cash;
- Combination of any of Section 1.A and Section 1.B;
All other applications not included in the list above shall be filed through the Official electronic mail platforms of the Commission and/or its Extension Offices.
Only Registered and active Partnerships and Corporations may apply as stated in Section 1.
The Applicant shall submit the following documents;
- System-generated/downloaded Cover Sheet for Amendment;
- System-generated/downloaded, signed and notarized or apostilled/authenticated Amendment Form;
- Monitoring Clearance from the Compliance Monitoring Division (CMD) or from other Department/s of the Commission and proof of payment, if applicable;
In lieu of the Monitoring Clearance from the Compliance Monitoring Division (CMD), applicant shall have the option to submit an Affidavit of Undertaking to submit CMD Monitoring Clearance and proof of payment; and
Note: Affidavit of Undertaking is not applicable to corporations which are under supervision and monitoring with the Corporate Governance and Finance Department (CGFD) and Markets and Securities Regulation Department (MSRD).
Certification and/or Favorable Endorsement of the appropriate government agency or from other Department/s of the Commission, if applicable.
Articles of Incorporation:
| Business Activity/Industry | Government Agency |
| Banks, banking and quasi-banking institutions, Non-stock Savings and Loan Associations (NSSLAs), pawnshops and other financial intermediaries | Bangko Sentral ng Pilipinas (BSP) |
| Preneed, insurance and trust companies | Insurance Commission (IC) |
By –Laws:
| Business Activity/Industry | Government Agency |
| Banks, banking institutions, building and loan association, Non-stock Savings and Loan Associations (NSSLAs), pawnshops and other financial intermediaries |
Bangko Sentral ng Pilipinas (BSP) |
| Preneed, insurance and trust companies | Insurance Commission (IC) |
| Public Utility | Government Agency concerned |
| Educational Institutions | Commission on Higher Education (CHED) Department of Education (DepEd) Technical Education and Skills Development Authority (TESDA) |
| Other activities governed by special laws | Other government agency concerned |
Documentary requirements provided in SEC’s latest Citizen’s Charter as posted in the SEC Website
The filing of the hard copies shall be filed and submitted to the appropriate addresses of SEC Offices chosen by the applicant as indicated in Annex “D”.
Digital Certification
For applications subject to Section 1.A, a Digital Certificate of Filing of Amendment will automatically be issued through the eAMEND Portal upon payment of the amendment fees and shall be received by the applicant in their e-mail.
The amendment documents submitted shall be subjected to post-evaluation/post-audit to determine completeness and consistency of the information provided in the system vis-a-vis the hard copies. If found compliant, the original copy of the Certificate of Filing of Amendment will be released.
Original Certification
For applications subjects to Section 1.B, the Original Certificate shall be issued only upon submission of the hard copies of application documents after the necessary payment has been made. No digital certification shall be issued through the eAMEND Portal.
Purging of Application
The application shall be automatically purged by the eAMEND Portal on the following grounds:
- Failure TO COMPLETE the filling up of the required details TO UPLOAD the documentary requirement in the system within sixty (60) calendar days from the time of the creation of the account; or
- Failure TO COMPLY with the Commission’s compliance order within thirty (30) calendar days from receipt of the system email compliance notification in cases of incomplete or non-compliant submission; or
- Failure TO PAY the amendment fees within forty-five (45) calendar days from the date reflected in the PAF.
In any instance, the corporation may re-apply through the eAMEND portal.
Cancellation of Application
The application may be cancelled motu proprio by the Commission on the following grounds:
- Non-submission of three (3) original sets (in hard copies) to the appropriate SEC Office of the documentary requirements that have been approved in the portal system within thirty (30) calendar days from the date indicated in the digital copy of the Certificate of Amendment; and
- Non-compliance of any lawful order of the Commission in instances of incomplete documentary requirements and/or inconsistent entries of the documents processed in the system with the submitted hard copies of the documentary requirements.
INTER-AGENCY RECOGNITION OF THE AMENDMENT FORMS
The Amendment Form shall form part of the original Articles of Incorporation and/or By-Laws of the corporation and any changes made to the Articles of Incorporation and/or By-Laws, as provided in the Amendment Form and duly approved by the Commission, shall be considered official and legally valid when presented to other government agencies for any purpose.
TRANSITION GUIDELINES
Pursuant to the implementation of the eAMENDED starting on 23 February 2024, please be guided by the following procedures:
- All applications (such as on-going, unpaid and expired PAF) submitted through the electronic mail platform may opt to proceed with the email application or apply through the eAMEND portal;
- All applications that have been filed and paid prior to the implementations of the eAMEND Portal, shall proceed through the electronic mail platform for approval.
Beginning 23 February 2024, only system generated Amendment Form shall be acceptable for applications covered under Section 1.A. Any alteration, erasure, modification, or revision in the system-generated application under Section 1.A and the uploaded application under Section 1.B shall result in the automatic cancellation of the application after non-compliance of any lawful order of the Commission.
ANNOTATION ON THE ARTICLES OF PARTNERSHIP, ARTICLES OF PARTNERSHIP, ARTICLES OF INCORPORATION, AND BY-LAWS
For purposes of effecting the implementation of the eAMEND Portal provided for and adopted in this Circular, an annotation to the Articles of Partnership, Articles of Incorporation, the By-Laws, as the case may be, filed through the eAMEND Portal undertaken by the Corporation, shall be listed therein.
APPLICABILITY OF OTHER RULES
The pertinent provisions of the Rules of Procedure of the Commission and the Rules of the Court of the Philippines may, in the interest of expeditious dispensation of justice and whenever practicable, be applied by analogy or in a suppletory character and effect.
In compliance with the Commission’s future issuances, specifically those focused on digitalization, the eAMEND Portal shall promptly incorporate any applicable requirements into its framework, provided they are relevant to the scope outlined in the Memorandum Circular.