SEC streamlines amendment process for corporations

The Securities and Exchange Commission (SEC) is streamlining the procedure for amending a corporation’s articles of incorporation (AOI) and bylaws, to ensure consistency and efficiency in such transactions.

The Commission on January 12 issued Memorandum Circular No. 3, Series of2026, providing for the Guidelines on the Classification, Processing, and Submission of Amendment Applications Filed through the Electronic Application for Modification of Entity Data (eAMEND) Portal, and Imposition of Penalties for Non-submission of Amendment Documents.

The guidelines expand the number of transactions that may undergo Simple Processing under eAMEND, allowing applicants to submit an affidavit of undertaking in lieu of a monitoring clearance, and provide for graduated penalties for late or non-submission of the documentary requirements, among others.

It also seeks to further reduce processing times for amendments of the AOI and By-Laws even shorter than the corresponding processing periods prescribed by the Ease of Doing Business and Efficient Government Service Delivery Act of 2018 (EODB Act), through digitalization, standardized forms, and clearer transaction classification.

“The SEC is committed to making every transaction seamless and efficient to make it easier for the public to avail of our services, and to comply with the laws, rules and regulations we implement,” SEC Chairperson Francis Lim said.

“With the issuance of this memorandum circular, the Commission provides clear and consistent guidance on amendments in the AOI and the by-laws of companies, enabling faster transactions so companies can direct their efforts on growing their business, rather than spend time with regulatory roadblocks,” he added.

Processing times

The SEC launched eAMEND in 2024 to digitalize the acceptance, processing, and approval of payment for amendment applications of corporations.

Applications through the portal are currently classified into two options: Simple Processing and Regular Processing.

Amendment applications that undergo Simple Processing are eligible to receive the digital certificate of their amended AOI upon initial system approval, while those under Regular Processing shall be issued only after review and approval by the SEC.

Under the guidelines, applications that will undergo Simple Processing through eAMEND are classified as complex transactions under the EODB Act, or those that require evaluation by the concerned government employee for the resolution of complicated issues and must be processed within seven working days.

Meanwhile, applications under Regular Processing are classified as highly technical transactions, or those that involve technical knowledge, specialized skills, or training in the processing and/or evaluation of such transactions.

The EODB Act sets the processing time of highly technical transactions to within 21 working days.

Transactions under Regular Processing include applications for new by-laws, amendments to by-laws involving five or more provisions, and dissolution through shortening of corporate term, amendments of articles of partnership, and dissolution of partnerships.

It also covers conversion of stock corporations to non-stock corporations; one-person corporations to ordinary stock corporations, or vice versa; and corporation soles to ordinary non-stock corporations.

The guidelines expanded the list of transactions under Simple Processing to 28, from only four amendment applications previously.

In addition to amendments to principal office address, increase/decrease in number of directors/trustees, annual meeting and fiscal year, Simple Processing will now accommodate change of corporate name, primary and secondary purposes, shortening of term of existences, audit of books and dividends, provision for the undertaking to change name, and the term of office of all officers other than directors/trustees, among others.

The reform is designed to simplify documentary requirements and improve overall efficiency.

All applications approved under Simple Processing are issued a digital certificate through the eAMEND portal, reinforcing ease of doing business through digitalization and streamlined processes.

Amendment forms

Applications processed under Simple Processing make use of system-generated and downloadable amendment forms.

Through standardized, system-generated documentation, the SEC ensures greater consistency, completeness, and faster evaluation of applications.

All Simple Processing applications approved through eAMEND are issued a digital certificate, completing the transaction efficiently and entirely online.

Penalties under Simple Processing

Among the requirements for simple processing is the submission of amendment documents within 15 days from payment of the required filing fees. Failure to do so will subject the company to penalties.

Applicants that will submit after the 15-day prescribed period, but within 45 days from the issuance of the digital certificate will face a P5,000 penalty.

Meanwhile, companies that will fail to submit the hard copies within 45 days will result in the cancellation of the application and will render the company’s digital certificate null and void. The application and fees paid shall then be forfeited in favor of the Commission.

Companies whose amendment applications will be purged by the system or cancelled by Commission may re-apply, subject to the requirements and conditions that may be prescribed by the SEC.