News & Updates

Christianne Grace F. Salonga | Samantha Joie G. Tamayo

In line with the Securities and Exchange Commission’s continuing commitment to ease of doing business, it issued Memorandum Circular No. 3, Series of 2026 (“Guidelines”), which provides further guidance on the process and submission of applications for amendment of Articles of Incorporation, Articles of Partnership, and By-Laws through the SEC’s Electronic Application for Modification of Entity Data (“eAMEND”) platform: https://eamend.sec.gov.ph/login

Under the Guidelines, the SEC introduces a revised processing procedure, new documentary requirements under the modified eAMEND system, and the imposition of graduated penalties for late submission or non-submission of the hard copies of amendment documents.

Applications for amendments filed through the eAMEND portal are classified either under Simple Processing or Regular Processing.

Applications under Simple Processing

Amendments covered under Simple Processing include changes in the corporate name, primary and/or secondary purpose, principal office address, number of directors/trustees, and all other amendments not covered by Regular Processing or expressly excluded from the coverage of the Guidelines.

For applications under Simple Processing, the following documentary requirements must be submitted through the eAMEND portal:

1. Cover Sheet (system-generated);
2. Amendment Form (system-generated);
3. Monitoring Clearance or Affidavit of Undertaking;
4. Name Reservation Slip, if applicable; and
5. Certification and/or Favorable Endorsement of the appropriate government agency, if applicable.

Applications approved under Simple Processing are issued digital certificates through the eAMEND portal. Hard copies of the amendment documents, together with proof of payment of filing fees, must be submitted in two (2) sets within fifteen (15) calendar days from issuance of the digital certificate.

A penalty of Fifty Thousand Pesos (PHP50,000.00) shall be imposed if submission is made beyond the fifteen (15)-day period but before the lapse of forty-five (45) days. After the lapse of forty-five (45) days, the approved amendment application shall be cancelled and all filing fees shall be forfeited, without prejudice to re-application.

Applications under Regular Processing

The following amendment applications are covered under Regular Processing:

1. New By-Laws;
2. Amendments of By-Laws concerning five (5) or more provisions;
3. Dissolution through shortening of corporate term;
4. Amendment of Articles of Partnership;
5. Conversion of Stock Corporations to Non-Stock Corporations;
6. Conversion of One Person Corporation to Stock Corporation and vice versa; and
7. Conversion of Corporation Sole to Ordinary Non-Stock Corporation.

For applications under Regular Processing, the following documentary requirements shall be submitted through the eAMEND portal:

1. For corporations:
   a. Cover Sheet (system generated);
   b. Amended Articles of Incorporation and/or By-Laws or New By-Laws;
   c. Directors’/Trustees’ Certificate;
   d. Monitoring Clearance or Affidavit of Undertaking;
   e. Certification and/or Favorable Endorsement of the appropriate government agency, if applicable; and
   f. Additional documentary requirements as may be required depending on the type of application.
   
   
2. For partnerships:
   a. Cover Sheet;
   b. Amended Articles of Partnership; and
   c. Additional requirements, as applicable.

Hard copies of the amendment documents and proof of payment of filing fees must be submitted in two (2) sets within thirty (30) calendar days upon payment of the filing fees. Failure to submit within the thirty (30)-day period will result in the cancellation of the amendment application, and any filing fees shall be forfeited, without prejudice to re-application. 

Excluded Applications

The following amendment applications are excluded from the coverage of the Guidelines:

1. Increase or decrease of capital stock;
2. Reclassification or declassification of shares;
3. Change in par value of shares;
4. For foreign corporations:
   a. Amendment of license;
   b. Conversion of license;
   c. Withdrawal of license;
   d. Change of resident agent;
5. Conversion of domestic market enterprise to export market enterprise and vice versa; and
6. Conversion of Representative Office to Branch Office or vice versa.

The Guidelines took effect immediately after its publication on 12 January 2026.

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