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Amendment
CORPORATION
Amended Articles of Incorporation (For Stock and Non-Stock Corporations)
| Basic Requirements | |
| 1. | Amended Articles of Incorporation |
| 2. | Directors` or Trustees` Certificate – notarized and signed by majority of the directors or trustees and the corporate secretary, certifying (i) the amendment of the Articles of Incorporation and indicating the amended provisions, (ii) the vote of the directors or trustees and stockholders or members, (iii) the date and place of the stockholders` or members` meeting; and (iv) the tax identification number of the signatories which shall be placed below their names |
| 3. | Notarized Secretary`s Certificate on no pending case of intra-corporate dispute |
| 4. | Compliance Monitoring Division (CMD) Clearance and/or clearance from other Department of the Commission* |
| Additional Requirements | |
| 1. |
Endorsement/clearance from other government agencies, if applicable if the provision to be amended is the corporate name, submit: a. Name Verification Slip b. Affidavit of a director, trustees or officer undertaking to change corporate name.(Not required if already stated in the Al) |
Amended By-Laws (For Stock and Non-Stock Corporations)
| 1. | Amended By-laws; and |
| 2. | Directors’ or Trustees’ Certificate – notarized and signed by majority of the directors or trustees and the corporate secretary, certifying (i) the amendment of the By-laws, indicating the amended provisions, (ii) the vote of the directors or trustees and stockholders or members, (iii) the date and place of the stockholders’ or members’ meeting, and (iv) the tax identification number of the signatories which shall be placed below their names |
| 3. | Notarized Secretary’s Certificate on no pending case of intra-corporate dispute |
| 4. | Compliance Monitoring Division (CMD) Clearance and/or clearance from other Department of the Commission* |
Amendment of One Person Corporation
| Basic Requirements | |
| 1. | Cover Sheet |
| 2. | OPC Resolution stating the name of the single stockholder, corporate name, amended provision/s including the date and place of signing. The OPC resolution MUST be signed by the single stockholder and Corporate Secretary under oath. |
| 3. | Amended Articles of Incorporation reflecting the proposed amendments with the date of meeting indicated therein |
| 4. | Clearance from the Compliance Monitoring Division (CMD) |
| Additional Requirements | |
| a. |
For change of corporate name i. Submit Name Verification Slip (crmd_amend_name@sec.gov.ph) ii. Submit undertaking to change corporate name (not required if the Articles of Incorporation has a provision on this commitment) |
| b. |
For amendment/change of the single stockholder i. Notarized Deed of Assignment reflecting the transfer of shares to the new stockholder ii. Certificate Authorizing Registration (CAR) issued by the BIR representing the transfer of shares |
Increase of Authorized Capital Stock
| 1. | Certificate of Increase of Capital Stock signed by majority of the directors and certified by Chairman and Corporate Secretary of the stockholders meeting |
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| 2. | Treasurer’s Affidavit certifying the increase of capital stock, the amount subscribed and the amount received as payment thereto |
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| 3. | List of stockholders as of the date of the meeting approving the increase, showing the nationalities of the subscribers and their respective subscribed and paid-up capital in the existing authorized capital stock certified by the corporate secretary |
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| 4. | Amended Articles of Incorporation; |
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| 5. | Notarized Secretary’s Certificate on no pending case of intra-corporate dispute |
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| 6. | Directors Certificate – notarized and signed by majority of the directors and the corporate secretary certifying (i) the amendment of the Articles of Incorporation increasing the authorized capital stock, (ii) the votes of the directors and the stockholders, (iii) the date and place of the stockholders’ meeting (iv) the tax identification number of the signatories which shall be placed below their names |
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| 7. | Notarized Secretary’s Certificate attesting that non-subscribing stockholders have waived their pre-emptive rights or attesting the resolution of the stockholders representing at least 2/3 of the outstanding capital stock approving the issuance of shares in exchange for a property or previously incurred indebtedness of the corporation. |
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| 8. | If the foreign equity is increased to more than 40%, compliance with registration under Foreign Investments Act |
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| 9. | Compliance Monitoring Division (CMD) Clearance and/or clearance from other Department of the Commission* |
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| 10. | Endorsement/clearance from other governmen agencies,if applicable. |
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| Additional Requirements Depending on the Kind of Payment on Subscription | ||
Increase of Authorized Capital Stock - One Person Corporation
| 1. | Certificate of Increase of Authorized Capital Stock; |
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| 2. | Subscription Contract |
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| 3. | Treasurer’s Affidavit |
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| 4. | Resolution |
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| 5. | Form for Appointment of Officers |
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Decrease of Authorized Capital Stock
| Basic Requirements | |
| 1. | Cover Sheet |
| 2. | Certificate of Decrease of Capital Stock |
| 3. | Directors’ Certificate – a notarized document signed by majority of the directors and Corporate Secretary certifying the amendment of the Articles of Incorporation to decrease the authorized capital, the votes of the directors and the stockholders thereto, and the date and place of the stockholders meeting |
| 4. | Amended Articles of Incorporation |
| Additional Requirements | |
| 1. | Audited financial statements as of the last fiscal year stamped received by BIR and SEC |
| 2. | Long-form audit report of item no. 1 (if it involves return of capital) |
| 3. | List of creditor/s (if it involves return of capital certified by the auditor of certified under oath by the company accountant and written consent of each creditor |
| 4. | List of stockholders showing the names, nationalities, and their subscribed and paid-up before and after the decrease certified under oath by the Corporate Secretary |
| 5. | Publisher’s affidavit of the publication of the decrease of capital (once in a newspaper of general circulation) |
| 6. | Notarized Secretary’s Certificate that no pending case involving intra-corporate dispute |
| 7. | Clearance from other departments or other government agency |
| 8. | Others |
PARTNERSHIP
Amended Articles of Partnership - (Amendment of Partnership Name)
| 1. | Name Verification Slip |
| 2. | Amended Articles of Partnership showing the amendment of Partnership Name; |
| 3. | Affidavit of a partner to change partnership name (not required if already reflected in the original Articles of Partnership) |
| 4. | Endorsement/clearance from other government agencies, if applicable |
Amended Articles of Partnership - (Change of Partners and Other Amendments)
| 1. | Amended Articles of Partnership; and |
| 2. | Deed of Assignment of partnership interest and or documents showing withdrawal, resignation, retirement and death of a partner |
Dissolution of Partnership
| 1. | Articles of Dissolution of Affidavit of Dissolution |
| 2. | BIR Tax Clearance |
FOREIGN CORPORATION
Amendment of License/Conversion of License of Foreign Corporations
| Basic Requirements | |
| 1. | Petition for Amendment/Conversion of license |
| 2. | Authenticated copy of the Board Resolution approving the amendments/conversion |
| 3. | Monitoring/Clearance from appropriate Department of the Commission* |
| 4. | Endorsement/Clearance from appropriate government agencies |
| 5. | Endorsement/Clearance from the Board of Investments (for RHQ and ROHQ) |
| Additional Requirements for Amendment of Corporate Name | |
| 1. | Name Verification Slip |
| 2. | Affidavit of a Director/Resident Agent/Local Agent undertaking to change the new name |
| 3. | Authenticated copy of Amended Articles/By-laws of Incorporation/Association with an English translation if in foreign language other than English |
| Additional Requirement for Conversion of License to Stock Branch Office (DME) and ROHQ | |
| 1. | Proof of compliance with the minimum assigned capital/remittance |
| 2. | Application Form (not required if Petition contains all the items in the prescribed Application Form) |
Change of Resident Agent
| 1. | Petition for Change of Resident Agent (RA) |
| 2. | Authenticated copy of the Board Resolution approving the change/appointment of RA |
| 3. | Acceptance by the new RA (not required if RA is the signatory to the Petition) |
| 4. | Monitoring/Clearance from appropriate SEC Department/Division |
| 5. | Endorsement/Clearance from appropriate government agencies |
Withdrawal of License
| 1. | Petition for withdrawal of License; |
| 2. | Authenticated copy of the Board Resolution authorizing the withdrawal of license |
| 3. |
Audited Financial Statements (AFS) a. as of the last fiscal year b. stamped received by the BIR and SEC |
| 4. | List of creditors, if any, and their consent, OR notarized certification as to non-existence of creditors (Note: to be verified against the AFS) |
| 5. | Original license issued by SEC |
| 6. | Publisher’s affidavit evidencing the publication of the notice of withdrawal ( once a week for three [3] consecutive weeks ) |
| 7. | Endorsement/Clearance from the Board of Investments (for RHQ and ROHQ) |
| 8. | Endorsement/Clearance from appropriate government agencies |
| 9. | BIR Tax Clearance |