Read also: ONLINE OR VIRTUAL NOTARIZATION
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Securities and Exchange Commission will accept for registration Articles of Incorporation that are accompanied by a Certificate of Authentication signed by all incorporators in the form prescribed by the Commission.
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And through the mode of authentication, both the Articles of Incorporation and the Certificate of Authentication need not be notarized nor consularized.
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But, the registration of a corporation, which has procured its Certificate of Registration through fraud or misrepresentation, shall be revoked.
To bolster the ease of doing business in the Philippines, particularly with respect to starting a new corporate business, Securities and Exchange Commission adopted new guidelines on the authentication of Articles of Incorporation for easy company registration.
Under SEC Memorandum Circular No. 16 Series of 2020 or Guidelines on Authentication of Articles of Incorporation in Applications for Registration of New Domestic Corporations:
The Securities and Exchange Commission will accept for registration Articles of Incorporation that are accompanied by a Certificate of Authentication signed by all incorporators in the form prescribed by the Commission. And through the mode of authentication, both the Articles of Incorporation and the Certificate of Authentication need not be notarized nor consularized.
However, the incorporators, if they so choose, may still acknowledge the Articles of Incorporation before a notary public in accordance with the applicable laws and rules, and the same will likewise be accepted by the Commission. If the documents are executed outside the Philippines, the Articles of Incorporation may be: (1) apostilled or (2) notarized or authenticated by a Philippine diplomatic or consular.
But, the registration of a corporation, which has procured its Certificate of Registration through fraud or misrepresentation, shall be revoked. Furthermore, those responsible for the formation of a corporation through fraud, or who assisted directly or indirectly therein, shall be punished with a fine ranging from Two hundred thousand pesos (P200,000.00) to Two million pesos (P2,000,000.00). When the violation is injurious or detrimental to the public, the penalty shall be a fine ranging from Four hundred thousand pesos (P400,000.00) to Five million pesos (P5,000,000.00). Further, willfully certifying a report required under the Revised Corporation Code, knowing that the same contains incomplete, inaccurate, false, or misleading information or statements, shall be punished with a fine ranging from Twenty thousand pesos (P20,000.00) to Two hundred thousand pesos (P200,000.00). When the wrongful certification is injurious or detrimental to the public, the responsible person may also be punished with a fine ranging from Forty thousand pesos (P40,000.00) to Four hundred thousand pesos (P400,000.00).
Alburo Alburo and Associates Law Offices specializes in business law and labor law consulting. For inquiries, you may reach us at info@alburolaw.com, or dial us at (02)7745-4391/0917-5772207.
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