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Amendment for Foreign Corporation Documents before the Philippines SEC

Amendment for Foreign Corporation Documents before the Philippines SEC

Under the Revised Corporation Code of the Philippines, a foreign corporation is one formed, organized or existing under any laws other than those of the Philippines and whose laws allow Filipino citizens and corporations to do business in its own country or state.

 

What provisions can be subject of an amendment in the Articles of Incorporation and By-laws of a Foreign Corporation?

 

According to the SEC the subject of an amendment in the AOI and By-laws of a Foreign Corporation are the following:

 

  • Change of Corporate Name;
  • Change of Purpose;
  • Change of Resident Agent;
  • Change of Address;
  • Change of Fiscal year (SEC, Licensing of Foreign Corporation, FAQs, www.sec.gov.ph/faqs)

 

How much is the filing fee for a Petition for Amendment of License of license of a foreign corporation?

 

Under SEC Memorandum Circular No. 9 s. 2004, the filing fee is P3,000.00, 1% of the filing fee (LRF).

 

What are the requirements for change of Foreign Corporation’s name?

 

According to the SEC, the requirement for a foreign corporation’s change of name is an authenticated board resolution approved and signed by the Directors;

 

  • Name of Verification slip;
  • Undertaking to Change Name;
  • Authenticated Articles of Incorporation;
  • Petition/Letter

 

How much is the filing fee for a change of name?

 

SEC Memorandum Circular No. 9 s. 2004 provides that the filing fee is P2,020.00. However, if the parent company effected a change of name abroad, there is an additional payment amounting to P2,020.00.

 

May the Foreign Corporation add, change or modify their purpose? How?

 

Yes, by way of filing an application for Amendment of purpose. (SEC, Licensing of Foreign Corporation, FAQs, www.sec.gov.ph/faqs)

 

What are the requirements for Change of purpose?

 

The requirements for Change of purpose are as follows:

 

  • Authenticated Board Resolution approved and signed by majority of the Directors;
  • Amended Articles of Incorporation;
  • Petition/Letter. (SEC, Licensing of Foreign Corporation, FAQs, www.sec.gov.ph/faqs)

 

How much is the filing fee for change of purpose?

 

According to SEC Memorandum Circular No. 9 s. 2004, the filing fee is P2,020.00.

 

What are the requirement/s for Change of resident agent?

 

According to the SEC, the requirements for change of resident agent are as follows:

 

  • Petition for Change of Resident Agent (RA)
  • Authenticated copy of the Board Resolution approving the change/appointment of RA
  • Acceptance by the new RA (not required if RA is the signatory to the Petition)
  • Monitoring/Clearance from appropriate SEC Department/Division
  • Endorsement/Clearance from appropriate government agencies

 

How much is the filing fee for change of residence?

 

SEC Memorandum Circular No. 9 s. 2004 states that the filing fee for change of resident.

 

What is the requirement/s for Change of address or change of fiscal year?

 

Section 5 of SEC Memorandum Circular No. 30 states that change of address or change of fiscal year can be amended by filing a Notification Update Form.

 

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