Amendment of Articles of Incorporation: (Requirements)

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)

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