A Guide To SEC Amendment of Articles of Incorporation Bylaws

A Guide To SEC Amendment of Articles of Incorporation Bylaws

There are instances that the current Articles of Incorporation or Bylaws of the business no longer reflect the current structure, operations, or needs of the business owners or stockholders. This can cover situations such as:

  1. Change of address
  2. Change of primary purpose
  3. Change of officers and duties
  4. Change of annual general meeting, quorum, notice period
  5. Adding a “doing business as” or tradename


To capture these changes, the business must amend its original formation documents with the Securities and Exchange Commission or SEC.


What are the SEC Articles of Incorporation and Bylaws?

The Articles of Incorporation are the main documents containing all information about the business or company. In addition, it tells the company’s primary and secondary purposes and the office location or the place of doing business. 


The Bylaws, on the other hand, outline the matters that are necessary for the proper or convenient transaction of the business. These include:

  1. The time, place, and manner of calling and conducting regular or special meetings of the directors or trustees;
  2. The time and manner of calling and conducting regular or special meetings and mode of notifying the stockholders or members thereof;
  3. The required quorum in meetings of stockholders or members and the manner of voting therein;
  4. The modes by which a stockholder, member, director, or trustee may attend meetings and cast their votes;
  5. The form for proxies of stockholders and members and the manner of voting them;
  6. The directors’ or trustees’ qualifications, duties, and responsibilities, the guidelines for setting the compensation of directors or trustees and officers, and the maximum number of other board representations that an independent director or trustee may have which shall, in no case, be more than the number prescribed by the Commission;
  7. The time for holding the annual election of directors or trustees and the mode or manner of giving notice thereof;
  8. The manner of election or appointment and the term of office of all officers other than directors or trustees;
  9. The penalties for violation of the bylaws; 
  10. In the case of stock corporations, the manner of issuing stock certificates; and
  11. Such other matters as may be necessary for the proper or convenient transaction of its corporate affairs for the promotion of good governance and anti-graft and corruption measures.


What is the Process of Amending the Articles of Incorporation or Bylaws?

The business needs to secure a clean compliance record from the compliance monitoring division. This is proof that the business is current with all the SEC filings. If the business is not current or has not been filing its reports, then a clearance will not be possible. While this compliance is in process, the owners will need to start gathering information or documents to complete the requirements. Please note that amendments to both articles of incorporation or bylaws require two-thirds votes of the stockholders, aside from the majority vote of the board of directors. 


Along with the Compliance Monitoring Division (CMD) Clearance and/or clearance from other Department of the Commission, you need to gather the following documents:

  1. Amended Articles of Incorporation
  2. Directors’ or Trustees’ Certificate
  3. Notarized Secretary’s Certificate on no pending case of intra-corporate dispute


What Does This Mean?

In short, the process is long. As the number of documents suggests, there is a chance that you may experience delays in the processing of your amendment documents. However, unlike a business permit application where you only have to be a sole proprietor and only need yourself to make changes, here, the Securities and Exchange Commission amendment will require a collective effort from all shareholders and directors. 


Get Fast and Professional Documentation Assistance With FilePino

FilePino can help you quicken the process immediately for your corporation. Our company specializes in handling government documents in all departments. Let us know what we need to do, and we will do our part to build your dream company. Ensure that the information you give is accurate and confidential for the specified purpose.