On 21 June 2019, the Securities and Exchange Commission (“SEC”) issued Memorandum Circular No. 13, Series of 2019 (“MC No. 13-19”), promulgating the Amended Guidelines and Procedures on the Use of Corporate and Partnership Names. MC No. 13-19 amended Memorandum Circular No. 5, Series of 2005, as amended by Memorandum Circular No. 8, Series of 2012 (“MC No. 5-05, as amended”).
Among the notable changes to the rules provided under MC No. 13-19 are as follows:
1. The name of One Person Corporations (“OPC”) should contain the word “OPC” either below or at the end of its name. A single stockholder of an OPC may use his/her name, provided that the said name shall be accompanied with descriptive words aside from the suffix “OPC”, or the name of another person, provided consent was given by the said person, or if deceased, his estate.
2. The corporate name of all non-stock, non-profit corporations, including non-governmental organizations and foundations, engaging in microfinance activities shall use the word “Microfinance” or “Microfinancing”, provided that said corporations shall state in the purpose clause of its articles of incorporation that it shall conduct microfinance operations.
3. The requirement for corporate or partnership names is that it must now be distinguishable from other corporate or partnership names, in contract to MC No. 5-05, as amended, which provides that it must not be identical, misleading or confusingly similar from other corporate or partnership names.
4. Companies may now have more than one business or trade name, provided, the same shall be indicated in the articles of incorporation or partnership, in contrast to MC No. 5-05, as amended, which provides that only one business or trade name may be registered for each corporate or partnership name.
5. The use of the word “Philippines” or “Phil.” after the corporate name of a subsidiary owned by a foreign corporation is no longer required.
6. The names of international organizations, such as “International Criminal Police Organization (INTERPOL)”, “International Monetary Fund (IMF)”, and “International Labour Organization (ILO)” may not be used as part of a corporate or partnership name unless duly authorized or allowed by the SEC.
7. The word “ASEAN” may not be used as part of a corporate or partnership name.
8. The word “Investment(s)” may no longer be used by entities organized as holding companies.
9. The name of a dissolved or revoked corporation or partnership cannot be used within a period of five (5) years from the date of approval of dissolution or revocation. The procedures for application for re-registration of an expired corporation are provided in MC No. 13-19.
10. A name, which was previously used by a corporation or partnership but later amended, shall not be re-registered or used by another corporation or partnership for a period of three (3) years from the date of the approval of the adoption of the new corporate or partnership name, unless consent is given by the corporation or partnership which previously owned the used the same.
11. Names of absorbed/constituent corporations may not be used by corporations or partnerships other than the surviving corporation, unless, consent of the said surviving corporation is obtained.
12. The use of the words “red cross”, “red crescent”, or “red crystal” or their translation in any official language and dialect cannot be used or registered as part of a corporate or partnership name, unless with the consent of the Philippine Red Cross.