SEC: Companies may now amend incorporation online

THE Securities and Exchange Commission (SEC) announced on Thursday that corporations can now use its online portal to amend their incorporation papers, aligning with its efforts for streamlining and automation.

Applications for amendments to a corporation’s articles of incorporation (AoI) and bylaws can be made through the electronic application for modification of entity data (eAMEND) portal starting Feb. 23, the SEC said in a statement.

“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.

Applications have two classifications: those that will be issued a digital certificate and those that will be given original certification.

The first classification applies to applications for amendment of the AoI and/or bylaws by domestic stock and nonstock corporations. These include changes in the principal office address, an increase or decrease in the number of directors or trustees on the board, fiscal year adjustments for one-person corporations (OPC), the deletion or addition of new provisions in their existing AoI, as well as modifications to the date of the annual meeting of stockholders or members and the fiscal year.

The applications should be filed together with supporting documents. Upon payment, the corporation will receive the digital certificate of filing of amendment via the eAMEND portal.

On the other hand, applications that will be given original certification include the amendment of partnership, dissolution of partnership, conversion of OPC to an ordinary stock corporation and vice versa, and increase of capital stock of an OPC via cash.

Also included under this classification are changes in provisions regarding purposes, capitalization, and reclassification of shares of corporations, as well as other amendments to the articles of incorporation not covered in the first classification.

“The original certificate shall be issued only upon submission of the hard copies of application documents and after payment has been made. No digital certificate shall be issued for applications under this classification,” the SEC said.

Meanwhile, the SEC will automatically purge applications for failure to provide the required details and upload the documentary requirements; failure to comply with the compliance order from the receipt of e-mail notification, in cases of incomplete or noncompliant submission; and failure to pay the amendment fees, within 60, 30, and 45 calendar days, respectively.

“Applications may likewise be cancelled by the commission upon non-submission of documentary requirements and noncompliance with any lawful order of the SEC, in instances of incomplete requirements and/or inconsistent entries in the documents provided,” the commission said. — Revin Mikhael D. Ochave