Corporate amendment process gets overhaul

The Securities and Exchange Commission (SEC) is overhauling how corporations file amendments to their articles of incorporation and by-laws to cut delays and boost efficiency for businesses.  

The SEC said Thursday that it has completed a draft guidelines for public comment on filing amendments through its eAMEND online portal, which also imposes penalties for late or incomplete submissions.  

“The proposed rules provide clear guidance on the filing of amendments through our online portal, thereby streamlining and improving the efficiency of our services. At the same time, the penalties will be put in place to promote transparency, accountability, and strict compliance with the documentary requirements,” SEC Chairperson Francis Lim said.  

The guidelines classify applications into Simple Processing and Regular Processing.

Simple Processing—covering changes like corporate name, office address, number of directors, and term of existence—will be treated as complex transactions and must be processed within seven working days. 

Regular Processing—covering new by-laws, major amendments, dissolution, or corporate conversions—will be considered highly technical transactions with a 21-working-day timeline.  

Under Simple Processing, applicants must submit a notarized amendment form, cover sheet, and relevant clearances or affidavits, and pay filing fees upfront. 

Failure to submit required documents within 15 days triggers penalties, starting at P5,000 if delayed up to 45 days, while non-compliance beyond 45 days cancels the application and fees.  

For Regular Processing, companies must provide comprehensive documentation and complete submissions within five days of account creation. Payments and certificate issuance follow pre-approval and review by the SEC. 

The SEC may allow motions for reconsideration for cancelled applications if penalties are paid and valid reasons are shown.