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The following post does not create a lawyer-client relationship between Alburo Alburo and Associates Law Offices (or any of its lawyers) and the reader. It is still best for you to engage the services of a lawyer or you may directly contact and consult Alburo Alburo and Associates Law Offices to address your specific legal concerns, if there is any.
Also, the matters contained in the following were written in accordance with the law, rules, and jurisprudence prevailing at the time of writing and posting, and do not include any future developments on the subject matter under discussion.
AT A GLANCE:
eAMEND portal is a user-friendly online filing and submission amendment portal that facilitates the acceptance, processing, approval for payment, and issuance of the digital copy of the Certificate of Amendment of Domestic Stock and Non-stock Corporation.
e – AMEND stands for “Electronic Application for Modification of ENtity Data”
The Securities and Exchange Commission (SEC), by the power and authority granted to it by Republic Act No. 11232, issued Memorandum Circular (MC) No. 3, which sets forth the Guidelines on the Use of the eAMEND Portal. In its pursuit of sustainable practices, streamlined and automated processes, the SEC allows the amendment applications through the eAMEND portal.
The following are some of the requirements and guidelines for the application for amendments under Sections 15 and/or 47 of the Revised Corporation Code, among others:
SECTION 1. COVERAGE AND APPLICABILITY This Memorandum Circular shall cover applications within the competent jurisdiction of the Corporate and Partnership Registration Division (CPRD) of the Company Registration and Monitoring Department (CRMD) and the respective Extension Offices of the Commission
A. Applications Subject to Issuance of Digital Certificate Applications for Amendment of the Articles of Incorporation and/or By-Laws filed by Domestic Stock or Non-stock corporations concerning the following provisions or any combinations thereof:
a. Articles of Incorporation
- Change in the Principal Office Address;
- Increase or Decrease in the Number of the Board of Directors/Trustees;
- Fiscal Year for One Person Corporations (OPCs); or
- Deletion and/or Addition of New Provisions in the Existing Articles of Incorporation except those provisions on purposes, capitalization, and reclassification of shares.
b. By-Laws:
- Date of Annual Meeting of the stockholders/members;
- Fiscal Year.
B. Applications Subject to Regular Processing through the eAMEND Portal:
- Amendment of Partnership;
- Dissolution of Partnership;
- Amendment of Articles of Incorporation of a Domestic Corporation whether stock or non-stock other than those indicated in Section 1.A.a;
- Amendment of By-Laws of a Domestic Corporation whether stock or non-stock other than those indicated in Section 1.A.b;
- Application for Conversion of One Person Corporation (OPC) to Ordinary Stock Corporation (OSC) and vice versa;
- Application for Increase of Capital Stock for One Person Corporation via Cash;
- Combination of any of Section 1.A and Section 1.B;
All other applications not included in the list above shall be filed through the Official electronic mail platforms of the Commission and/or its Extension Offices.
SECTION 2. WHO ARE ALLOWED TO FILE Only registered and active Partnerships and Corporations may apply as stated in Section 1.
SECTION 7. GROUNDS FOR PURGING AND CANCELLATION OF APPLICATION
A. PURGING OF APPLICATION
The application shall be automatically purged by the eAMEND Portal on the following grounds:
- Failure TO COMPLETE the filling up of the required details and TO UPLOAD the documentary requirement in the system within sixty (60) calendar days from the time of the creation of the account; or
- Failure TO COMPLY with the Commission’s compliance order within thirty (30) calendar days from receipt of the system email compliance notification in cases of incomplete or non-compliant submission; or
- Failure TO PAY the amendment fees within forty-five (45) calendar days from the date reflected in the PAF. In any instance, the corporation may re-apply through the e-AMEND portal.
B. CANCELLATION OF APPLICATION
The application may be cancelled motu proprio by the Commission on the following grounds:
- Non-submission of three (3) original sets (in hard copies) to the appropriate SEC Office of the documentary requirements that have been approved in the portal system within thirty (30) calendar days from the date indicated in the digital copy of the Certificate of Amendment; and
- Non-compliance of any lawful order of the Commission in instances of incomplete documentary requirements and/or inconsistent entries of the documents processed in the system with the submitted hard copies of the documentary requirements.
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Alburo Alburo and Associates Law Offices specializes in business law and labor law consulting. For inquiries regarding legal services, you may reach us at info@alburolaw.com, or dial us at (02)7745-4391/ 0917-5772207/ 09778050020.
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