Published — July 18, 2022
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 your own lawyer to address your legal concerns, if 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.
After reading “What is the significance of the principal place of business of a corporation stated in the Articles of Incorporation?”, read also “Certificate of Authentication in lieu of notarization of Articles of Incorporation”
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All corporations applying for registration with the SEC should state in their Articles of Incorporation the following: (i) specific address of their principal office, which shall include, if feasible, the street number, street name, barangay, city or municipality.
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If applicable, the name of the building, number of the building, and the name and number of the room or unit; and (ii) specific residence address of each incorporator, stockholder, director, trustee or partner.
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Such principal office of the corporation must be within the Philippines.
The Articles of Incorporation shall state the principal office where the corporation shall hold office, which must be within the Philippines.
The principal place of office of the corporation is considered as its place of residence. Some rules require the residence of a corporation, such as to determine the venue of court actions and the propriety of service of summons and notices. It is likewise material in such manner that chattel mortgage over shares of stocks of the corporation should be registered in its principal place of office.
Stockholders’ or members’ meetings, whether regular or special, shall be held in the principal office of the corporation as set forth in the articles of incorporation, or if not practicable, in the city or municipality where the principal office of the corporation is located. (Section 50, Revised Corporation Code of the Philippines)
The law says:
Section 13 of the Revised Corporation Code of the Philippines provides that:
Section 13. Contents of the Articles of Incorporation. – All corporations shall file with the Commission articles of incorporation in any of the official languages, duly signed and acknowledged or authenticated, in such form and manner as may be allowed by the Commission, containing substantially the following matters, except as otherwise prescribed by this Code or by special law:
xxx
(c) The place where the principal office of the corporation is to be located, which must be within the Philippines;
xxx”
Rules of the Securities and Exchange Commission require the location of the principal office be specifically identified. SEC Memorandum Circular No. 6, Series of 2016 provides that:
“Section 1. All corporations and partnerships applying for registration with the SEC should state in their Articles of Incorporation or Articles of Partnership the following: (i) specific address of their principal office, which shall include, if feasible, the street number, street name, barangay, city or municipality, and if applicable, the name of the building, number of the building, and the name and number of the room or unit; and (ii) specific residence address of each incorporator, stockholder, director, trustee or partner.
Section 2. All foreign corporations applying for license to do business in the country should indicate in their applications the following: (i) specific address of the principal office of the address of the corporation in the country or state of incorporation; (ii) specific address of the resident agent; (iii) specific location where the corporation shall hold office and place in the Philippines where the corporation intends to operate; and (iv) specific addresses of present officers of the corporation.
Section 3. All corporations are required to state in their GIS the specific principal office address and the specific residence address of each stockholder, officer, director, or trustee.”
Any filing that does not comply with the above-stated requirements is deemed non-compliant and is to be considered as not filed.
SEC-OGC Opinion No. 14-23 dated August 26, 2014, in justifying the need for such specific requirements stated that:
“Show cause letters and the like issued by the Commission have to be addressed to the specific place where the principal office of the corporation is to be found so that these can be suitably received by the parties. Furthermore, facilitation of the addressee’s receipt of any and all communications, as well as the proper service of the court and other processes, are sought. In addition, other government agencies, as well as the public, rly on the Commission to provide accurate and up-to-date information regarding corporations registered with it, It is in this light that the Memorandum was issued by the Commission.”
Jurisprudence says:
A corporation has no residence in the same sense in which this term is applied to a natural person. But for practical purposes, a corporation is in a metaphysical sense a resident of the place where its principal office is located as stated in the articles of incorporation. The Corporation Code precisely requires each corporation to specify in its articles of incorporation the “place where the principal office of the corporation is to be located which must be within the Philippines”. The purpose of this requirement is to fix the residence of a corporation in a definite place, instead of allowing it to be ambulatory. (Davao Light & Power Co., Inc. v. Court of Appeals, G.R. No. 111685, August 20, 2001)
The fact that it maintains branch offices in some parts of the country does not mean that it can be sued in any of these places. To allow an action to be instituted in any place where a corporate entity has its branch offices would create confusion and work untold inconvenience to the corporation. (Clavecilla Radio System v. Antillon, G.R. No. L-22238, Feburary 18, 1967)
Since the principal place of business of a corporation determines its residence or domicile, then the place indicated in petitioner’s articles of incorporation becomes controlling in determining the venue for this case. (Hyatt Elevators and Escalators Corp. v. Goldstar Elevators, Phils. Inc., G.R. No. 161026, October 24, 2005)
Should a corporation with a complete and specific address amend its Articles of Incorporation if it wishes to move to another location within the same city or municipality?
In the event that a corporation whose principal office address as indicated in its Articles is already specific and complete, has moved or moves to another location within the same city or municipality, the corporation is not required to filed and Amended Articles of Incorporation. However, it is encouraged to declare its new and current specific address in its GIS. “Metro Manila” shall not be considered a city or municipality for this purpose. (Section 8, par. a of SEC MC No. 06, Series of 2016)
Notwithstanding the above provision, a corporation s not precluded from filing an Amended Articles of Incorporation to indicate its new location within the dame city or Municipality of its former address. (Section 8, par. b of SEC MC No. 06, Series of 2016)
What if the corporation wishes to move to another city or municipality?
In all other cases, the corporation must file an Amended Articles of Incorporation to indicate its new location in another city or municipality within fifteen (15) days from transfer to said location. (Section 8, par. c of SEC MC No. 06, Series of 2016)
Failure on the part of the corporation to file an Amended Articles of Incorporation for change of Address to another city or municipality within the prescribed period shall constitute a violation of Section 16 (now Section 15 of the RCCP) of the Corporation Code of the Philippines and shall subject the corporation to imposition of penalty in accordance with the existing scale of fines. (Section 8, par. d of SEC MC No. 06, Series of 2016)
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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