Corporations may now file amendments to their articles of incorporation (AoI) or by-laws online, as the Securities and Exchange Commission (SEC) continues to launch new digital systems that will streamline and automate its processes.
The Commission on January 15 issued SEC Memorandum Circular No. 3, Series of 2024, providing the Guidelines on the Use of the Electronic Application for Modification of Entity Data (eAMEND) Portal.
Starting February 23, applications for amendments to a corporation’s AoI and/or by-laws shall be made through the eAMEND Portal, in line with the Commission’s shift to electronic filing, mandated under Republic Act No. 11232, or the Revised Corporation Code of the Philippines.
“The eAMEND Portal is the Commission’s newest innovation that will make filing documents faster, easier, and more efficient for the transacting public,” SEC Chairperson Emilio B. Aquino said.
“As the SEC continues its digital transformation journey, we will endeavor to provide more solutions that will push the corporate sector forward in the digital world, while also reaching our targets on sustainability and good governance,” he added.
The SEC Cebu Extension Office Director, Atty. Sheara Lupango-Tamayo, vocalized her support in the Commission’s latest initiative, “We will strive for the seamless implementation of the eAMEND portal into our pre-existing processes to improve the ease of doing business within our jurisdiction.”
Applications with digital certificate
Applications are classified into those that will be issued a digital certificate and those to be given original certification. The first classification applies to applications for amendment of the (AoI) and/or by-laws by domestic stock and non-stock corporations.
Such applications may include a change in the principal office address, an increase or decrease in the number of directors or trustees in the board, fiscal year for one person corporations (OPC), and the deletion or addition of new provisions in their existing AoI.
In addition, changes in the date of the annual meeting of stockholders or member and the fiscal year shall fall under this classification.
Applications must be filed together with supporting documents, including a Cover Sheet for Amendment and Amendment Form; monitoring clearance from the necessary department; and the certification and/or favorable endorsement of the appropriate government agency or from other departments of the SEC, if applicable.
Upon payment of the amendment fees, the corporation will receive their Digital Certificate of Filing of Amendment through the eAMEND portal, which will also be sent to the applicant’s email.
Applications with original certification
Meanwhile, applications that will undergo regular processing shall include those for the amendment of partnership, dissolution of partnership, conversion of OPC to an ordinary stock corporation and vice versa, and increase of capital stock of an OPC via cash.
Changes in provisions regarding purposes, capitalization, and reclassification of shares of corporations, as well as other amendments to the AoI not covered in the first classification, shall likewise undergo regular processing.
Documentary requirements for these applications are provided in the Commission’s Citizen’s Charter, available on the SEC website.
The original certificate shall be issued only upon submission of the hard copies of application documents and after payment has been made. No digital certificate shall be issued for applications under this classification.
The SEC shall automatically purge applications due to failure to provide the required details and upload the documentary requirements; failure to comply with the compliance order from the receipt of email notification, in cases of incomplete or non-compliant submission; and failure to pay the amendment fees, within 60, 30, and 45 calendar days, respectively.
Applications may likewise be cancelled by the Commission upon nonsubmission of documentary requirements and non-compliance with any lawful order of the SEC, in instances of incomplete requirements and/or inconsistent entries in the documents provided.
The amendment form shall form part of the original AoI and/or by-laws of the corporation. Any changes made to the AoI and/or by-laws shall be considered official and legally valid when presented to other government agencies.
With the implementation of eAMEND starting February 23, all applications submitted through email may opt to proceed with their email application or apply through eAMEND. Those that have been filed and paid prior to the said date shall proceed through email for approval.
Upon implementation of the online portal, only system-generated amendment forms shall be accepted for applications under the first category. Any alteration, erasure, modification, or revision in the system-generated application under the first category and uploaded application under the second category shall be automatically cancelled for non-compliance.
