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Amending Articles of Incorporation

The document discusses the process for amending articles of incorporation in the Philippines. It notes that major changes like a change in address, name, purpose, or agent must be reported to the state. The key requirements for amending articles of incorporation are: 1) a majority vote of the board of directors, 2) written assent of 2/3 of shareholders, and 3) approval by the Securities and Exchange Commission. To complete the amendment, corporations must submit resolutions, certificates, and the amended articles to the SEC along with any additional documents required.

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317 views2 pages

Amending Articles of Incorporation

The document discusses the process for amending articles of incorporation in the Philippines. It notes that major changes like a change in address, name, purpose, or agent must be reported to the state. The key requirements for amending articles of incorporation are: 1) a majority vote of the board of directors, 2) written assent of 2/3 of shareholders, and 3) approval by the Securities and Exchange Commission. To complete the amendment, corporations must submit resolutions, certificates, and the amended articles to the SEC along with any additional documents required.

Uploaded by

neo14
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Good day, please take note of the following in the proposed changes in the Articles of Incorporation.

Why Are Corporate Articles Amended?


Articles of incorporation are amended to make major changes that the state needs to know about.
These changes you must inform your state about include:
 a change of address,
 a change in purpose,
 a change in your official company name,
 a change in your registered agent (you must include acceptance by the new registered agent)
 a change in type of corporation (from a general corporation to a professional corporation, for
example,
 or to change stock information.

The pertinent provisions of the Corporation Code of the Philippines on amendments are as follows:
“Sec. 16. Amendment of Articles of Incorporation. – Unless otherwise prescribed by this Code or by
special law, and for legitimate purposes, any provision or matter stated in the articles of incorporation
may be amended by a majority vote of the board of directors or trustees and the vote or written assent of
the stockholders representing at least two-thirds (2/3) of the outstanding capital stock, without prejudice
to the appraisal right of dissenting stockholders in accordance with the provisions of this Code, or the
vote or written assent of at least two-thirds (2/3) of the members if it be a non-stock corporation.

The original and amended articles together shall contain all provisions required by law to be set out in the
articles of incorporation. Such articles, as amended shall be indicated by underscoring the change or
changes made, and a copy thereof duly certified under oath by the corporate secretary and a majority of
the directors or trustees stating the fact that said amendment or amendments have been duly approved by
the required vote of the stockholders or members, shall be submitted to the Securities and Exchange
Commission.

The amendments shall take effect upon their approval by the Securities and Exchange Commission or
from the date of filing with the said Commission if not acted upon within six (6) months from the date of
filing for a cause not attributable to the corporation.”

As can be gleaned from the foregoing, there are three (3) basic requirements for amending the Articles of
Incorporation, namely:

1. Majority vote of the board of directors


2. Written assent of the stockholders representing at least 2/3 of the outstanding capital stock
3. Approval by the Securities and Exchange Commission

To prove that these acts have been complied with, the following documents will be executed:

1. Resolution of the Stockholders


2. Board Resolution
3. Directors’ Certificate
4. Secretary’s Certificate

The aforementioned documents, together with the amended Articles of Incorporation must be submitted
to the Securities & Exchange Commission. If the amendment refers to the corporate purpose which
requires a secondary license from a government agency, then the endorsement or license from such
government agency must also be submitted. If there is an increase in the authorized capital stock, then a
Treasurer’s Affidavit and corresponding Bank Certificate must be submitted to prove such fact.

The following is a screen grab of the requirements posted under the SEC (Securities and Exchange
Commission)

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