SEC: Amendments may now be filed online

The Securities and Exchange Commission (SEC) announced that corporations may now file amendments to their articles of incorporation (AOI) or by-laws online as part of its efforts to launch new digital systems that will streamline and automate its processes. The Commission recently 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 Feb. 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. He added that “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.” 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) 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. (James A. Loyola)