-

-
{
 APPLICATION FOR REGISTRATION
OF ONE PERSON CORPORATION

What are the requirements:

1. Cover Sheet
2. Articles of Incorporation for One Person Corporation (Natural Person, Trust or
Estate)
Please take note of the Commission’s privacy policy with regard to Articles of
Incorporation filed with it. You may read the Privacy Notice for Registrants of
One Person Corporations at https://www.sec.gov.ph/one-person-
corporations/.
3. Written Consent from the Nominee and Alternate Nominee
4. Other Requirements, if applicable:
a. Proof of Authority to Act on Behalf of the Trust or Estate (for trusts and estates
incorporating as OPC)
b. Foreign Investments Act (FIA) Application Form (for foreign natural person)1
c. Affidavit of Undertaking to Change Company Name, in case not incorporated
in the Articles of Incorporation
d. Tax Identification Number (TIN) for Filipino single stockholder
e. Tax Identification Number (TIN) or Passport Number for Foreign single
stockholder
5. Filing Fees
a. Name Reservation – Php100.00 per company name and/or trade name
b. Articles of Incorporation -1/5 of 1% of the authorized capital stock but not less
than Php2,000.00
c. Legal Research Fee (LRF) - 1% of the Registration/Filing Fee but not less than
Twenty Pesos (Php20.00)
d. FIA Application Fee – Php3,000.00, if the single stockholder is a foreign
national.
e. Documentary Stamp – Php30.00

• 1
A foreign natural person may put up an OPC, subject to the applicable constitutional and statutory
restrictions on foreign participation in certain investment areas or activities.
How to apply for registration:
1. Initially, all name reservation requests shall be submitted manually at the SEC Head
Office. CRMD personnel verifies the proposed company name; trade/business names
by the applicant:
a. If denied, the applicant needs to submit letter of appeal for rejected names
subject to the approval of the CRMD appeal officer.
2. Submit Articles of Incorporation with attached written consent of the nominee and
alternate nominee and other requirements required for registration, for pre-
processing.
3. Pay the Filing Fees (Registration Fee, LRF and Name Reservation Fee)
4. Submit hard copies of signed and notarized documents together with the proof of
payment of filing fees at CRMD Receiving Unit
5. Receive the Approved Certification of Registration as One Person Corporation.

Illustration:
SEC Staff
verifies the
proposed
company
name

Applicant
submits
Registration
Documents
for pre-
processing

Applicant
pays the
Filing Fees.
Applicant submits
hard copies of
signed and
notarized
Registration
Documents
together with the
proof of payment
of filing fees

Applicant
receives the
Approved
Certificate of
Registration.

END OF
PROCESS
 Securities and
Exchange
Commission

S E C Memorandum Circular No. 27

Series of 2020

TO: All Concerned

SUBJECT: GUIDELINES FOR THE CONVERSION O F CORPORATIONS

EITHER TO ONE PERSO N CORPORATION OR TO
ORDINARY S T O C K CORPORATION

In order to operationalize Title XIII, Chapter III of Republic Act No. 11232,
or the Revised Corporation Code of the Philippines (RCC), which allows the
conversion from an Ordinary Stock Corporation (OSC) to a One Person
Corporation (OPC), as well as the conversion from an OPC to an OSC, the
Commission resolved to issue the following guidelines:

PARTI

ORDINARY S T O C K CORPORATION
TO ONE P E R S O N CORPORATION

Section 1. If a natural person of legal age, a trust, or an estate ("single

stockholder") has acquired all of the outstanding capital stocks of an OSC, with
the corresponding Certificate Authorizing Registration/ tax clearance having
been issued by the Bureau of Internal Revenue, the OSC may apply for its
conversion into an OPC, by submitting the following documentary
requirements, which shall be processed as an Amendment of the Articles of
Incorporation:

(1) Cover sheet;

(2) Application for Conversion of an Ordinary Stock Corporation to
a One Person Corporation, signed by the single stockholder
who has acquired all of the outstanding shares of the capital
stock of an ordinary stock corporation and countersigned by the
corporation's corporate secretary in the form prescribed by the
Commission ; 1

1
Copy of an Application for Conversion of an Ordinary Stock Corporation into a One Person
Corporation is hereto attached as Annex "A".
Published:
Manila Bulletin, October 16, 2020
Manila Standard, October 16, 2020
(3) Original or certified true copy of the document/s effecting the
transfer/s of full title / ownership of shares {i.e.: deeds of
assignment, or any legal document transferring the shares to
the single stockholder) and, if applicable, a certified true copy of
proof of authority to act on behalf of the trust/estate;
(4) Certificate Authorizing Registration / tax clearance from the BIR;
(5) Notarized Secretary's Certificate of No Intra-Corporate Dispute;
(6) Articles of Incorporation of an OPC, filed in accordance with the
SEC Guidelines on the Establishment of a One Person
Corporation or such other Guidelines that the Commission may
hereafter issue, in the form prescribed by the Commission,
which shall comply with and/or contain the following:

{
a) Must be duly prepared, signed and acknowledged or
authenticated by the single stockholder and by the
corporation's treasurer;
b) Provision/article indicating the name/s and address/es
of the original incorporator/s of the OSC;
c) Provisions/articles on the number of directors, their
names and addresses, as well as their subscription and
payment details shall be modified to reflect the name,
address, subscription, and payment details of the
single stockholder in the form prescribed by the
Commission;
d) Provision/article on nominee and alternate nominee,
their names, nationalities, residence addresses, and
the extent, coverage, and limitations of their authorities,
e) Other details particular to an OPC shall likewise be
indicated in accordance with Memorandum Circular
No. 07, Series of 2019 or the SEC Guidelines on the
Establishment of a One Person Corporation, and/or
such other guidelines that the Commission may
hereafter issue.

The following shall likewise be added as a new Article in the

Articles of Incorporation of the One Person Corporation -

"Upon issuance by the Securities and Exchange

Commission of the Certificate of Filing of Amended Articles
of Incorporation, reflecting its conversion into a One
Person Corporation, the attached Articles of Incorporation
of the Ordinary Stock Corporation shall be deemed
superseded."

A copy of the latest Articles of Incorporation of the OSC shall be

attached to the Articles of Incorporation of the OPC;

(7) Letter of acceptance of appointment by Nominee and Alternate

Nominee;
(8) Self-appointed Treasurer's Bond, if applicable;
(9) Name reservation;
2 of 7
 (10) Monitoring clearance from other relevant department of the SEC
or from the Compliance Monitoring Division (CMD) of the
Company Registration and Monitoring Department (CRMD),
whichever is applicable;
(11) Endorsement clearance from appropriate government •
agencies, if applicable;
(12) Undertaking to Change Corporate Name duly executed under
oath by the single stockholder or the sole remaining director, if
not yet included in the Articles of Incorporation, and;
(13) Undertaking to Assume All Liabilities of the Ordinary Stock
Corporation, duly executed under oath by the single stockholder
of the OPC, if not yet included in the Articles of Incorporation.

Section 2. Upon issuance of the Certificate of Filing of Amended Articles of

Incorporation by the SEC reflecting the conversion to OPC, the Articles of
Incorporation and By-laws of the OSC shall be deemed superseded. The date
of issuance of the Certificate of Filing of Amended Articles of Incorporation shall
be deemed as the date of approval of the conversion.

Section 3. The Certificate of Filing of Amended Articles of Incorporation shall

bear and retain the corporation's original SEC Registration Number.

Meanwhile, the name of the corporation shall have an "OPC" suffix in

order to reflect its nature as a One Person Corporation.

Section 4. The One Person Corporation converted from an Ordinary Stock

Corporation shall succeed the latter and be legally responsible for all the latter's
outstanding liabilities as of the date of approval of the conversion.

Section 5. The provisions of Title XIII, Chapter III of the Revised Corporation
Code shall apply primarily to One Person Corporations, while other provisions
of the Code apply suppletorily.

Section 6. The amount of fees for (1) Amendment of Articles of

Incorporation, (2) Name Reservation, and (3) Legal Research under the
Consolidated Schedule of Fees and Charges shall be the applicable fees for
2

an application filed in accordance with Part I (Ordinary Stock Corporation to

One Person Corporation) of this guidelines.

2
SEC Memorandum Circular No. 3, series of 2017.
3 of 7
 PART II

ONE PERSON CORPORATION

TO ORDINARY S T O C K CORPORATION

Section 7. When the shares in an OPC ceases to be held solely by a single

stockholder, the OPC may be converted into an OSC after due notice to the
Commission of such fact/s and of such circumstance/s leading to the
conversion, and after compliance with all the requirements for a stock
corporation, as may be determined by the Commission, after an evaluation of
the following documentary requirements:

(1) Cover sheet;

(2) Notice of Conversion of a One Person Corporation into an
Ordinary Stock Corporation, signed by all holders of shares of
the outstanding capital stock, countersigned by the corporate
secretary in the form prescribed by the Commission ; 3

(3) Original or certified true copy of the document/s effecting the

transfers of full title / ownership of shares (i.e.: subscription
contracts, deeds of assignment, or any legal document
declaring the legal heirs of the single stockholder);
(4) Certificate Authorizing Registration / tax clearance from the BIR;
(5) Articles of Incorporation and Bylaws of an OSC filed in
accordance with the requirements provided under Section 14 of
the RCC, which shall comply with and/or contain the following:

a) Duly prepared, signed and acknowledged or

{
authenticated by the stockholders who voted for their
adoption, and by the corporation's treasurer;
b) Provision/article indicating the name and address of the
original incorporator of the OPC;
c) Provisions / articles reflecting the number of directors,
their names and addresses, as well as their
subscription and payment details, and;
d) Other details particular to an OSC shall likewise be
indicated in accordance with the provisions of the RCC
and guidelines that the Commission has issued and/or
may hereafter issue.

The following shall likewise be added as a new Article in the

Articles of Incorporation of the Ordinary Stock Corporation -

"Upon issuance by the Securities and Exchange

Commission of the Certificate of Filing of Amended Articles
of Incorporation and of Bylaws of this corporation,
reflecting its conversion into an Ordinary Stock

3
Copy of a Notice of Conversion of a One Person Corporation into an Ordinary Stock
Corporation is hereto attached as Annex "B".
4 of 7
 Corporation, the attached Articles of Incorporation of the
One Person Corporation shall be deemed superseded."

A copy of the latest Articles of Incorporation of the OPC shall be

attached to the Articles of Incorporation of the OSC.

(6) Name reservation;

(7) Monitoring clearance from other relevant department of the SEC
or from the CMD of the CRMD, whichever is applicable;
(8) Endorsement clearance from appropriate government
agencies, if applicable;
(9) Undertaking to Change Corporate Name duly executed under
oath by the authorized representative or director of the OSC, if
not yet included in the Articles of Incorporation, and;
(10) Undertaking to Assume All Liabilities of the One Person
Corporation, duly executed under oath by all the stockholders
of the OSC, if not yet included in the Articles of Incorporation.

Section 8. Following the transfer/s of shares in an OPC wherein there

becomes at least two (2) stockholders in the OPC, a Notice of Conversion of
One Person Corporation into an Ordinary Stock Corporation shall be filed with
the Commission within sixty (60) days from such transfer/s of shares. The
period for filing the Notice shall be observed even though the conversion will be
applied for, or will take place, afterwards.

Section 9. For the purpose of submitting the notice required under the
immediately preceding section, the date of transfer of shares shall be deemed
to be the date that the corresponding Certificate Authorizing Registration/ tax
clearance is issued by the Bureau of Internal Revenue.

Section 10. If the Notice of Conversion is filed with the Commission beyond
sixty (60) days from the transfer of shares, the One Person Corporation may
still be approved for conversion into an Ordinary Stock Corporation subject to
prior payment of penalty if found liable for violation of Section 132, in relation to
Section 158 of the Revised Corporation Code.
4

Section 11. Upon issuance by the SEC of the Certificate of Filing of Amended
Articles of Incorporation and of Bylaws reflecting the conversion to an OSC, the
Articles of Incorporation of the OPC shall be deemed superseded. The date of
issuance of the Certificate of Filing of Amended Articles of Incorporation and of
Bylaws shall be deemed as the date of approval of the conversion.

4
Section 158. Administrative Sanctions. - If, after due notice and hearing, the Commission
finds that any provision of this Code, rules or regulations, or any of the Commission's orders
has been violated, the Commission may impose any or all of the following sanctions, taking into
consideration the extent of participation, nature, effects, frequency and seriousness of the
violation:
(a) Imposition of a fine ranging from Five thousand pesos (P5,000.00) to Two million
pesos (P2,000,000.00), and not more than One thousand pesos (P1,000.00) for each day of
continuing violation but in no case to exceed Two million pesos (P2,000,000.00);
(b) Issuance of a permanent cease and desist order;
(c) Suspension or revocation of the certificate of incorporation; and
(d) Dissolution of the corporation and forfeiture of its assets under the conditions in Title
XIV of this Code.
5 of 7
Section 12. The Certificate of Filing of Amended Articles of Incorporation and
of Bylaws shall bear and retain the corporation's original SEC Registration
Number.

Further, the corporation shall not have the "OPC" suffix as part of its
corporate name.

Section 13. The Ordinary Stock Corporation converted from a One Person
Corporation shall succeed the latter and be legally responsible for all the latter's
outstanding liabilities as of the date of conversion.

Section 14. The amount of fees for (1) Amendment of Articles of

Incorporation, (2) Registration of Bylaws, (3) Name Reservation, and (4) Legal
Research, under the Consolidated Schedule of Fees and Charges shall be the
applicable fees for an application filed in accordance with Part II (One Person
Corporation to Ordinary Stock Corporation) of this guidelines.

PART III

PROVISIONS COMMON
TO BOTH KINDS OF CONVERSION

Section 15. In the Articles of Incorporation of the converted corporation, the

signatory/ies thereto must clearly state that they voluntarily agreed to convert
the Ordinary Stock Corporation into a One Person Corporation, or the One
Person Corporation into an Ordinary Stock Corporation, as the case may be, in
the following or similar m a n n e r -

"KNOW ALL MEN BY THESE PRESENTS:

The undersigned stockholder/s, of legal age, voluntarily agreed to

convert a stock corporation under the laws of the Republic of the
Philippines and certify the following".

Section 16. By reason of the nature of these corporations the conversion from
an OSC to OPC shall be deemed as optional. On the other hand, the conversion
= -

from an OPC to OSC shall be deemed as mandatory, unless when winding-up

-

and dissolution is appropriate.

Section 17. Processing of applications for conversion of corporations shall

commence only upon receipt by the CRMD, or by any of the SEC Extension
Offices nationwide, of the complete documentary requirements enumerated in
this guidelines including the proof of payment of the applicable fees. This shall
be done manually by the Commission until further notice.

6 of 7
Section 18. In case an opposition or dispute arises from the conversions
discussed in these guidelines, the aggrieved party may file before the CRMD a
verified Petition for Cancellation of the certificate thus issued, on the ground of
fraud in the procurement thereof in accordance with the applicable laws and
other rules or issuances by the Commission.

Section 19. This Memorandum Circular shall amend all issuances, orders,
rules, and regulations of the Commission that may be inconsistent with it.

Section 20. This Memorandum Circular shall take effect immediately after its
publication in a newspaper of general circulation.

Done this 25th day of August 2020 , Pasay City. Philippines.

E IKK EuAQUINO
Chairperson

7 of 7
 Annex "A" - APPLICATION FOR CONVERSION, OSC-OPC

APPLICATION FOR CONVERSION

(Ordinary Stock Corporation to One Person Corporation)

I, [NAME OF SINGLE STOCKHOLDER], the sole remaining stockholder of [NAME OF

ORDINARY STOCK CORPORATION] an ordinary stock corporation, hereby request from
the Securities and Exchange Commission the conversion of the said corporation into a One
Person Corporation.

[NAME OF ORDINARY STOCK CORPORATION], an ordinary stock corporation duly

registered and existing under [SEC REGISTRATION NUMBER], has a total of [NUMBER OF
OUTSTANDING SHARES] issued and outstanding shares as of [DATE OF SIGNING], all of
which have been lawfully acquired by me on the said date from the stockholders enumerated
in the following paragraph.

The list of stockholders of the Ordinary Stock Corporation before the transfer/s of
shares are as follows:

Names of Number of Shares Date of Transfer Submitted Proof of

Stockholders Subscribed Transfer

Signed this [DATE OF SIGNING] at [PLACE OF SIGNING].

Sole Remaining Stockholder

TIN -

I [NAME OF CORPORATE SECRETARY], [NATIONALITY], of legal age, residing at

[RESIDENCE ADDRESS], the duly appointed and incumbent Corporate Secretary of [NAME
OF ORDINARY STOCK CORPORATION], hereby certify to the Securities and Exchange
Commission that the information provided in the Application for Conversion above are true
and correct based on my personal knowledge and on the records of [NAME OF ORDINARY
STOCK CORPORATION] as of [ DATE OF SIGNING].

Signed this [DATE OF SIGNING] at [PLACE OF SIGNING].

Corporate Secretary
TIN-
 Annex "B" - NOTICE OF CONVERSION (OPC-OSC]

NOTICE
(One Person Corporation to Ordinary Stock Corporation)

We, the undersigned holders of the outstanding capital stock of [NAME

OF ONE PERSON CORPORATION], hereby notify the Securities and Exchange
Commission of our intention to convert the One Person Corporation into an
Ordinary Stock Corporation.
[NAME OF ONE PERSON CORPORATION], a one person corporation
duly registered and existing under [SEC REGISTRATION NUMBER], has a total
of [NUMBER OF OUTSTANDING SHARES] issued and outstanding shares as of
[DATE OF SIGNING], which lawfully ceased to be held solely by [NAME OF
SINGLE STOCKHOLDER] as a single stockholder.

The list of stockholders of the One Person Corporation as of the date of

signing of this Notice of Conversion are as follows:

Names of Number of Date of Transfer Submitted Proof

Stockholders Shares of Transfer
Subscribed

Signed this [DATE OF SIGNING] at [PLACE OF SIGNING].

Stockholder Stockholder Stockholder

TIN - TIN - TIN-
 Annex "B" - NOTICE OF CONVERSION (OPC-OSC]

I [NAME OF CORPORATE SECRETARY], [NATIONALITY], of legal age,

residing at [RESIDENCE ADDRESS], the duly appointed and incumbent
Corporate Secretary of [NAME OF ONE PERSON CORPORATION], hereby
certify to the Securities and Exchange Commission that the information
provided in the Notice above are true and correct based on my personal
knowledge and on the records of [NAME OF ONE PERSON CORPORATION] as
of [DATE OF SIGNING].
Signed this [DATE OF SIGNING] at [PLACE OF SIGNING].

Corporate Secretary
TIN-
 Mm Securities and
|k Exchange
1^ Commission

SEC Memorandum Circular No. ^

Series of 2019

TO All Concerned

SUBJECT Amended Guidelines and Procedures on

the Use of Corporate and Partnership Names

To keep abreast with developments in business and information technology in the

country, the Commission is adopting the following guidelines and procedures in the
registration of corporate, one person corporate and partnership names:

1. a) The corporate name shall contain the word "Corporation" or "Incorporated,"

or the abbreviations "Corp." or "Inc." respectively;

b) In the case of a One Person Corporation, the corporate name shall contain
the word "OPC" either below or at the end of its corporate name;

c) The partnership name shall bear the word "Company" or "Co." and if it is a
limited partnership, the word "Limited" or "Ltd.". A professional partnership
name may bear the word "Company," "Associates," or "Partners," or other similar
descriptions;

d) The corporate name of a foundation shall use the word "Foundation";

e) The corporate name of all non-stock, non-profit corporations, including non-

governmental organizations and foundations, engaging in microfinance
activities shall use the word "Microfinance" or "Microfinancing"; provided that
said corporations shall state in the purpose clause of their Articles of
Incorporation that they shall conduct microfinance operations pursuant to
Republic Act No. 8425 or the Social Reform and Poverty Alleviation Act.

2. A term that describes the business of a corporation in its name should refer to its
primary purpose. If there are two such terms, the first should refer to the primary purpose
and the second to the secondary purpose.

3. a) The name shall be distinguishable from other corporate or partnership name

registered with the Commission, or with the Department of Trade and Industry,
in the case of sole proprietorships;

b) If the name applied for is similar to that of a registered corporation or

partnership, the applicant shall add one or more distinctive words to the
proposed name to remove the similarity or differentiate it from the registered
name;

However, the addition of one or more distinctive words shall not be allowed
if the registered name is coined or unique unless the board of directors or
R Wished:
Manila BuHstdn, Jure 25, 2019
f4arrila SfcnrJard, June 25, 2019 g e
 majority of the partners of the subject corporation or partnership gives its
consent to the applied name.

c) Punctuation marks, spaces, signs, symbols, and other similar characters,

regardless of their form or arrangement, shall not be acceptable as
distinguishing words for purposes of differentiating a proposed name from a
registered name.

d) A name that consist solely of special symbols, punctuation marks or specially

designed characters shall not be registered.

4. Business or trade name which is different from the corporate or partnership name
shall be indicated in the articles of incorporation or partnership. A company may have more
than one business or trade name.

5. A trade name or trademark registered with the Intellectual Property Office may
be used as part of the corporate or partnership name of a party other than its owner if the
latter gives its consent to such use.

6. a) The full name or surname of a person may be used in a corporate or

partnership name if he or she is a stockholder, member or partner of the said
entity and has consented to such use; if the person is already deceased, the
consent shall be given by his or her estate;

b] A single stockholder of a One Person Corporation (OPC) may use his/her

name; provided, that said name shall be accompanied with descriptive words
aside from the suffix OPC.

The single stockholder may also use the name of another person provided
consent was given by the said person or if deceased, his estate. Provided that the
name shall be accompanied by the descriptive words other than the suffix OPC.

c] The Commission may require a registrant to explain to its satisfaction the

reason for the use of a person's name;

d] The meaning of initials used in a name shall be stated by the registrant in

the Articles of Incorporation, Articles of Partnership or in a separate document
signed by an incorporator, director or partner, as the case may be.

7. The name of an internationally known foreign corporation, or something similar

to it, cannot be used by a domestic corporation unless it is its subsidiary and the parent
corporation has consented to such use.

However, a name written in a foreign language, even if registered in another

country, shall not be registered if the name violates good morals, public order or public
policy, or has an offensive or indecorous meaning in any of the country's official languages
or major dialects.

8. The name of a local geographical unit, site or location cannot be used as corporate
or partnership name unless it is accompanied by a descriptive word or phrase, e.g. Pasay
Food Store, Inc.

9. Pursuant to existing laws, the following words and phrases can be used in the
corporate or partnership name in the manner enumerated below:

Page 2 of 6
 a) "Finance Company," "Financing Company," "Finance and Leasing Company,"
and "Leasing Company," "Investment Company," "Investment House" by entities
engaged in the financing or investment house business (R.A. 8556 and Pres.
Decree 129);

b) "Lending Company" and "Lending Investor" by lending companies (R.A.

9474), or "Pawnshop" by entities authorized to operate pawnshops (P.D.I 14);

c) "Bank," "Banking," "Banker," "Savings and Loan Association" (R.A. 8367),

"Trust Corporation," "Trust Company" or words of similar meaning by entities
engaged in the banking or trust business (R.A. 8791);

d) "United Nations," "UN," in full or abbreviated form exclusively by the United

Nations and its attached agencies (R.A. 226);

e) Bonded" by entities with licensed warehouses (R.A. 247);

f) "SPV-AMC" by corporations authorized to act as special purpose vehicle (R.A.

9182);

g) The name of an international governmental organization, such as

"International Criminal Police Organization" (INTERPOL), "International
Monetary Fund" (IMF), and "International Labour Organization" (ILO) may not
be used as part of a corporate or partnership name unless when duly authorized
or allowed by the Commission"; and

h) ASEAN (protected under Article 6ter of the Paris Convention for the
Protection of Industrial Property, adopted in 1883 and revised in Stockholm in
1967).

10. The practice of a profession regulated by a special law which, among others,
provides for the permissible use of the profession's name in a firm, partnership or
association shall govern the use of the name, e.g. "Engineer" or "Engineering" (R.A. 1582),
"Architect" (R.A. 9266), or "Geodetic Engineer" (R.A. 8560).

Notwithstanding the limitations mentioned above, any association registered by

entities engaged in the listed activities may use the profession's name, e.g. Association of
Engineers of the Philippines, Inc.

11. Unless otherwise authorized by the Commission, the words and phrases
enumerated below can be used only by the entities mentioned:

a) "Investment(s)" or "Capital" by entities organized as investment house or

investment company;

b) "Capital" by entities organized as investment house, investment company or

holding company;

c) "Asset/Investment/Fund/Financial Management," or
"Asset/Investment/Fund/Financial Adviser," or any similar words or phrases by
entities organized as investment company adviser or holders of investment
management activities (IMA) license from the Bangko Sentral ng Pilipinas;

d) "National," "Bureau," "Commission," "State," and other similar words,

acronyms, abbreviations that have gained wide acceptance in the Philippines by
entities that perform governmental functions;

Page 3 of 6
 e) "Association" and "Organization" or similar words which pertain to non-
stock corporations by entities primarily engaged in non-profit activities; and

f) "Stock Exchange/Futures Exchange/Derivatives Exchange," "Stock

Broker/Securities Broker/Derivatives Broker," "Commodity/Financial Futures
Merchant/Broker," "Securities Clearing Agency/Stock Clearing Agency," "Plans"
or any similar words or phrases by entities organized as an exchange, broker
dealer, commodity futures broker, clearing agency, or pre-need company under
the Securities Regulation Code (RA. 8799).

12. Pursuant to Republic Act 10530, or "The Act Defining The Use and Protection Of
The Red Cross, Red Crescent and Red Crystal Emblems", the use of the words "red cross",
"red crescent", or "red crystal" or their translation in any official language and dialect
cannot be used or registered as part of a corporate or partnership name, unless with the
consent of the Philippine Red Cross.

13. The enumeration in paragraphs 10,11 and 12 are not exclusive and may increase
or decrease depending on future legislative issuances or administrative orders of the
appropriate or duly authorized government offices.

14. The name of a corporation or partnership that has been dissolved or whose
registration has been revoked shall not be used by another corporation or partnership
within five (5) years from the approval of dissolution or five (5) years from the date of
revocation, unless its use has been allowed at the time of the dissolution or revocation by
the stockholders, members or partners who represent a majority of the outstanding
capital stock or membership of the dissolved corporation or partnership, as the case may
be.

No application for re-registration of the expired corporation, however, shall be

processed by the Commission unless the application is accompanied by the following
documents:

i. Board Resolution, executed and signed under oath by the hold-over board of
directors/trustees of the expired corporation, attesting that:

a) the applicant for re-registration is a new corporation intending to use the

name of the expired corporation (specially identifying the corporate name and
registration number);

b) the re-registration is approved by the majority vote of the directors or

trustees and the vote of the stockholders representing the majority of the
outstanding capital stock or membership;

c) they shall include a statement in the articles of incorporation of the new

corporation that the same is using the name of the expired corporation; and

d) if applicable, they will no longer file a petition to set aside the order of
revocation.

ii. Latest General Information Sheet of the expired corporation, stamped "received"
by the Commission; and

iii. Affidavit, executed under oath by the hold-over corporate secretary, attesting that:

a) there are no properties owned by the dissolved/revoked corporation due

for liquidation, or in case there are properties owned by the expired corporation,
Page 4 of 6
 no property is transferred to the new corporation or, in case of stock corporations,
used for subscription payment without undergoing corporate liquidation process;

b) there is no pending intra-corporate dispute or claim involving the expired

corporation (**provision from mc no. 14 2017); and

c) that the expired corporation has no derogatory information with the

Commission at the time of its application for re-registration.

Upon approval of the re-registration, the certificate of registration to be issued to

the new corporation shall indicate its new SEC registration number and pre-generated
Tax Identification Number (TIN) as confirmation that the same is a separate and distinct
entity from the expired corporation.

15. A corporate or partnership name, which was previously used but become the
subject of amendment, shall not be re-registered or used by another corporation or
partnership for a period of three (3) years from the date of the approval of the adoption
of the new corporate or partnership name.

An earlier period may be allowed for the registration or use of the former
corporate or partnership name provided that the corporation or partnership, which
previously owned the used corporate or partnership name, gives its consent. The
requirement to wit, as:

For Corporations:

a) Directors/Trustees' Certificate approved by the majority of the

Directors/Trustees approving the use of the former name by another corporation
or partnership; and

b) Secretary Certificate of non-existence of intracorporate dispute from the

Corporation that use the former corporate name.

For Partnerships:

a) Partnership's Resolution approved by the majority of the Partners

approving the use of the former name by another corporation or partnership.

For One Person Corporations:

a) The consent of the sole stockholder or, in cases of incapacity or death,

his/her designated nominee, given in a notarized instrument and countersigned
by the Corporate Secretary.

16. Names of absorbed/constituent corporation may not be used unless it is the

surviving corporation intending to use the said absorbed/constituent corporate name.
Provided, however, that another corporation may use the names of absorbed/constituent
corporation if consent of the surviving corporation is obtained such as:

a) Directors' Certificate of the surviving corporation permitting the usage of

the said absorbed/constituent corporation by another corporation; and

b) Secretary's Certificate of non-existence of intracorporate dispute of the

Corporation from the Surviving Corporation.

17. a) The reservation or notice of availability of a name shall not constitute an

approval of the use of such name or an application for a change of name;
Page 5 of 6
 b) No erasures, changes, modifications or alterations on a name reservation
form shall be allowed; and

c) Appeals from or opposition to the approval of corporate and partnership

names of new companies, or complaints against proposed new names of existing
companies or partnerships, shall be resolved by the Company Registration and
Monitoring Department (CRMD). The decisions of CRMD may be appealed to the
Commission En Banc through the Office of the General Counsel.

18. At the time of its registration, a corporation or partnership shall submit an

affidavit containing an unqualified undertaking to change its change the name
immediately upon receipt of notice from the Commission that another corporation,
partnership or person has acquired a prior right to the use of such name, that the name
has been declared not distinguishable from a name already registered or reserved for the
use of another corporation, or that it is contrary to law, public morals, good customs or
public policy. The affidavit shall be signed by at least two incorporators or partners in the
form prescribed by the Commission. This affidavit shall not be required if the undertaking
is already included as one of the provisions of the Articles of Incorporation or Partnership
of the registrant.

19. This Memorandum Circular shall amend all issuances, orders, rules and
regulations of the Commission that may be inconsistent with it, and shall take effect
immediately.

21 J u n e . 2019 Pasay City, Philippines.

Page 6 of 6
 Se curities and
Ex c h a n g e
C ommission

SEC Memorandum Circular No. 22

Series of 2020

TO: ALL CONCERNED

SUBJECT GUIDELINES ON CORPORATE TERM

(Section 11 of the Revised Corporation Code of the Philippines]

WHEREAS, Republic Act No. 11232, otherwise known as "An Act Providing for the
Revised Corporation Code of the Philippines" (RCC) was signed into law on February 20, 2019
and took effect on February 23, 2019;

WHEREAS, under Section 11 of the RCC, a corporation shall have perpetual existence
unless its articles of incorporation provides otherwise; and

WHEREAS, under paragraph 2 of Section 11 of the RCC, a corporation with certificate of

incorporation issued prior to the effectivity of the RCC, and which continue to exist shall have
perpetual existence, unless the corporation, upon a vote of its stockholders representing a
majority of its outstanding capital stock, notifies the Commission that it elects to retain its specific
corporate term pursuant to its articles of incorporation, without prejudice to the appraisal right
of dissenting stockholders in accordance with the provisions of the RCC;

NOW THEREFORE, to implement Section 11 of the RCC, the Commission hereby

promulgates the following guidelines:

Section 1. Corporations Incorporated under R.A. No. 11232 (Revised Corporation Code of
the Philippines)

Corporations incorporated under the RCC shall have perpetual existence unless its
articles of incorporation provides a specific corporate term.

Section 2. Corporations Incorporated under B.P. No. 68 (Corporation Code of the

Philippines) and Act No. 1459 (The Corporation Law)

a. The corporate term of a corporation with certificate of incorporation issued prior to

the effectivity of the RCC and which continue to exist, shall be deemed perpetual upon
the effectivity of the RCC, without any action on the part of the corporation. The
corporation, subject to payment of filing fees, may amend Article Four to reflect its
perpetual corporate term in its Articles of Incorporation, by a vote of majority of its
Board of Directors or Trustees and by a vote of its stockholders representing a
majority of its outstanding capital stock including the non-voting shares, or a
majority of the members, in case of a non-stock corporation. Provided that, for all
other provisions to be amended in one same amended articles of incorporation, the
required vote should be vote of majority of its Board of Directors or Trustees and
vote of its stockholders representing a two-thirds (2/3) of its outstanding capital
stock or members, in case of a non-stock corporation.

E l PI C C Se cr et a ri a t Building, P a s a y City | » (+632) 818-6120 / (+632) 818-9763

www.s e c . g o v. p h | inquiry@se c.g ov.ph

Published:
Philippine Daily Inquirer, August 23, 2020
Philippine Star, August 23, 2020
 Page 2 of 3

b. A corporation with certificate of incorporation issued prior to the effectivity of the

RCC and which continue to exist, that elects to continue with their present corporate
term pursuant to the corporation's Articles of Incorporation, shall notify the
Commission by filing a Notice with attached Directors' Certificate, certifying that the
decision to retain the specific corporate term as specified in the Articles of
Incorporation was approved in a meeting duly held for the purpose by a majority
vote of the Board of Directors or Trustees and by the vote of the stockholders
representing a majority of the outstanding capital stock, including the non-voting
shares, or a majority of the members, in case of a non-stock corporation.
c. The Notice to be submitted to the Commission must be signed by at least a majority
of the members of the Board of Directors or Trustees, and attested by the Corporate
Secretary. The corporation may follow the attached sample format of the Notice to
facilitate its compliance with the requirement of the RCC.
d. The Notice must be submitted to the Securities and Exchange Commission, Company
Registration and Monitoring Department (CRMD), any SEC Satellite Office or SEC
Extension Office, within a period of two years from February 23, 2019, or until
February 23, 2021, pursuant to Section 185 of the RCC. A Certificate of Filing Notice
to Retain Specific Corporate Term shall be issued to the corporation.
e. The corporate term of corporations which fail to comply with the required
notification shall be treated as perpetual after the lapse of the two-year period.

Section 3. Amendment to Extend or Shorten the Corporate Term

a. Corporations incorporated under the RCC whose articles of incorporation provide for
a specific term of existence and existing corporations incorporated under the The
Corporation Code and The Corporation Law that opted to retain its specific corporate
term, may file an amendment of articles of incorporation to extend or shorten the
specific corporate term pursuant to Section 11, paragraph 3 of the RCC. The
amendment must be approved by vote or written assent of majority of the Board of
Directors or Trustees and vote or written assent of the stockholders representing
at least two-thirds (2/3) of the outstanding capital stock of the corporation.
b. In no case shall any extension of corporations mentioned in the preceding paragraph
be made earlier than three (3) years prior to the original or subsequent expiration
date of the corporate term, unless there are justifiable reasons for extension as may
be determined by the Commission.
c. Extension of the corporate term shall take effect only on the day following the original
or subsequent expiry date (s).

Section 4. Amendment to Change Specific Corporate Term to Perpetual Corporate Term

Corporations incorporated under the RCC whose articles of incorporation provide

for a specific term of existence and existing corporations incorporated under The
Corporation Code and The Corporation Law that notified the Commission of the decision
to retain the specific corporate term, may subsequently amend its specific corporate term
to perpetual term of existence. The amendment must be approved by vote or written
assent of majority of the Board of Directors or Trustees and vote or written assent of
the stockholders representing at least two-thirds (2/3) of the outstanding capital
stock of the corporation.

Section 5. Amendment to Change Perpetual Corporate Term to Specific Corporate Term

Corporations incorporated under the RCC whose articles of incorporation provide

for perpetual term of existence, corporations incorporated under the Corporation Code of
the Philippines and Old Corporation Code existing at the time of effectivity of the RCC
 Page 3 of 3

whose corporate terms were treated perpetual for failure to comply with the notification
required under Section 2 of this Memorandum Circular, as well as corporations that
amended their articles of incorporation to reflect their perpetual term of existence, may
subsequently amend its perpetual term of existence to specific corporate term. The
amendment must be approved by vote or written assent of majority of the Board of
Directors or Trustees and vote or written assent of the stockholders representing at
least two-thirds (2/3) of the outstanding capital stock of the corporation.

Section 6. Appraisal Right of Dissenting Stockholders

Any change in the corporate term pursuant to Section 11 shall be without

prejudice to the appraisal right of dissenting stockholders in accordance with the
provisions of the RCC.

This Memorandum Circular shall take effect immediately after its publication in a
newspaper of general circulation.

18 August 2020 at Pasay City, Philippines.

 NOTICE

SECURITIES AND EXCHANGE COMMISSION

Secretariat Building, PICC Complex
Roxas Boulevard, Pasay City

Gentlemen:

I, the undersigned Corporate Secretary of (name of corporation)

notifies the Securities and Exchange Commission ("Commission") that the majority of the
Board of Directors/Trustees and the stockholders representing a majority of the
outstanding capital stock, including the non-voting shares/majority of the members of the
corporation, elected to retain its specific corporate term of existence of (no. of
years) as specified in the Articles of Incorporation/Amended Articles of Incorporation
approved on .

Attached is a copy of Directors' Certificate dated .

Date at .

Corporate Secretary
 DIRECTORS' CERTIFICATE

KNOW ALL MEN BY THESE PRESENTS:

We, the undersigned majority of the Directors/Trustees and the Corporate Secretary of
hereby certify that the majority of the Board
of Directors/Trustees and the stockholders representing a majority of the outstanding capital stock,
including the non-voting shares/majority of the members of the corporation, approved to retain the
corporation's specific corporate term of existence of (no. of years) , as specified in
the Articles of Incorporation/Amended Articles of Incorporation approved on
, without prejudice to the appraisal right of dissenting stockholders in
accordance with the provisions of the Revised Corporation Code, during a meeting held on
at the principal office of the corporation.

The Corporate Secretary, , was likewise

authorized to notify the Securities and Exchange Commission pursuant to Section 11 of the Revised
Corporation Code, that the corporation elected to retain its specific corporate term.

IN WITNESS WHEREOF, we have hereunto signed this certificate this day of

at .

Director Director
TIN- TIN-

Director Director
TIN- TIN-

Director Corporate Secretary

TIN- TIN-

SUBSCRIBED AND SWORN to before me this day of at

by the above-named persons who exhibited to me their valid
government identification cards as indicated below:

NAME IDENTIFICATION DETAILS DATE AND PLACE ISSUED

NOTARY PUBLIC

Doc. No.:.
Page No.:.
Book No.:
Series of
{
|
{
 Securities and
Exchange
Commission
P H I L I P P I N E S

SEC Memorandum Circular No. 16

Series of 2019

TO ALL CONCERNED

SUBJECT GUIDELINES ON THE NUMBER AND QUALIFICATIONS

OF INCORPORATORS UNDER THE REVISED
CORPORATION CODE

WHEREAS, Section 10 of Republic Act No. 11232, otherwise known as the Revised
Corporation Code of the Philippines, allows any person, partnership, association or
corporation, singly or jointly w i t h others but not more than fifteen (15) in number, to
organize a corporation for any lawful purpose or purposes;

WHEREAS, the Securities and Exchange Commission (SEC) deems it necessary to

issue guidelines for the clear and proper implementation of the foregoing provision of
law;

WHEREFORE, the SEC adopts the following guidelines on the composition of

incorporators for the registration of domestic corporations under the Revised
Corporation Code:

Section 1. Number of Incorporators

For the purpose of forming a new domestic corporation under the Revised
Corporation Code, two (2) or more persons, but not more than fifteen (15), may
organize themselves and form a corporation.

Only a One Person Corporation (OPC) may have a single stockholder, as well as
a sole director. Accordingly, its registration must comply w i t h the
corresponding separate guidelines on the establishment of an OPC.

Section 2. Definition of Incorporators

Incorporators are those stockholders or members mentioned in the Articles of

Incorporation as originally forming and composing the corporation, and who
are signatories thereof.
Published:
Philippine Daily Inquirer, August 1, 2D19 1

Manila Times, August 1, 2019

Section 3. Qualifications of Incorporators

Each incorporator of a stock corporation must own, or be a subscriber to, at

least one (1) share of the capital stock. Each incorporator of a nonstock
corporation must be a member of the corporation.

The incorporators may be composed of any combination of natural person/s,

SEC-registered partnership/s, SEC-registered domestic corporation/s or
association/s, as well as foreign corporation/s.

Incorporators who are natural persons must be of legal age, and must sign the
Articles of Incorporation / Bylaws.

Section 4. Partnerships as Incorporators

In the event that an SEC-recorded partnership is made an incorporator, the

application for registration must be accompanied by a Partners' Affidavit, duly
executed by all the partners, to the effect that they have authorized the
partnership to invest in the corporation about to be formed and that they have
designated one of the partners to become a signatory to the incorporation
documents.

Partnerships under "dissolved" or "expired" status w i t h the SEC shall not be

authorized to become an incorporator.

Section 5. Domestic Corporations or Associations as Incorporators

In the event that an SEC-registered domestic corporation or association is made

an incorporator, its investment in the new corporation must be approved by a
majority of the board of directors or trustees and ratified by the stockholders
representing at least two-thirds (2/3) of the outstanding capital stock, or by at
least two thirds (2/3) of the members in the case of nonstock corporations, at
a meeting duly called for the purpose.

A Directors'/Trustees' Certificate or a Secretary's Certificate, indicating the

necessary approvals, as well as the authorized signatory to the incorporation
documents, shall be executed under oath and submitted by the applicant.

Domestic corporations under "delinquent", "suspended", "revoked" or

"expired" status w i t h the SEC shall not be authorized to become an
incorporator.

Section 6. Foreign Corporations as Incorporators

In the event that a foreign corporation is made an incorporator, the application

for registration must be accompanied by a copy of a document (i.e. Board
Resolution, Directors' Certificate, Secretary's Certificate, or its equivalent), duly

2
 authenticated by a Philippine Consulate or w i t h an apostille affixed thereto,
1 2

authorizing the foreign corporation to invest in the corporation being formed

and specifically naming the designated signatory on behalf of the foreign
corporation.

Section 7. Signatories of the Articles of Incorporation

Each individual signing the Articles of Incorporation / Bylaws must indicate the
capacity upon which he/she is affixing his/her signature thereto, (i.e.
Incorporator or Representative ofXYZ Corp.)

An individual designated to sign the Articles of Incorporation / Bylaws on behalf

of an incorporator, which is not a natural person, must also indicate the
corporate or partnership name of the entity being represented and for whom
he/she is executing the Articles of Incorporation / Bylaws.

The Taxpayer Identification Number (TIN) of the principal, as well as the

designated signatory, should both be indicated in the Articles of Incorporation.

No application for incorporation shall be accepted unless the registration

documents reflect the TIN or passport number of all its foreign investors other
than foreign corporations which have not yet been issued a Taxpayer
Identification Number.

After incorporation, all the foreign investors, natural or juridical, shall secure a
Taxpayer Identification Number. All documents to be filed w i t h the SEC after
incorporation (e.g. General Information Sheets) shall not be accepted unless the
TIN of all its foreign investors, natural or juridical, resident or non-resident, are
indicated therein.

Section 8. Designation of Incorporators as Directors or Trustees

An individual who signs the Articles of Incorporation on behalf of an

incorporator, which is not a natural person, may not be named as a director or
trustee in the same Articles of Incorporation, unless when the said individual is
also the owner of at least one (1) share of stock, or is also a member, of the
corporation being formed.

Section 9. Foreign Nationals in the Articles of Incorporation

The inclusion of foreign nationals in the Articles of Incorporation shall be

subject to the applicable constitutional, statutory, and regulatory restrictions,
as well as conditions, w i t h respect to foreign participation in certain investment
areas or activities.

1
For documents executed in countries and territories which are not Apostille-contracting parties.
2
For documents executed in countries and territories which are Apostille-contracting parties.
3
Section 10. Additional Requirements for Certain Corporations

No Articles of Incorporation of banks, banking and quasi-banking institutions,

preneed, insurance and trust companies, NSSLAS, pawnshops, and other
financial intermediaries shall be approved unless accompanied by a favorable
recommendation of the appropriate government agency to the effect that the
Articles of Incorporation are in accordance w i t h law.

Section 11. Processing of Applications

The processing of applications for registration in accordance w i t h the new

provisions of the Revised Corporation Code shall be done manually by the
Company Registration and Monitoring Department and the Extension Offices of
the SEC, until further notice.

Section 12. Repealing Clause

This Memorandum Circular shall amend all issuances, orders, rules and
regulations of the Commission that may be inconsistent w i t h it.

Section 13. Effectivity

This Memorandum Circular shall take effect immediately upon its publication
in a newspaper of general circulation.

30 July 2019 Pasay City, Philippines.

EMILH IBYAQUINO
Chairjperson

4
 Securities and
Exchange
Commission
P H I L I P P I N E S

SEC Memorandum Circular No. 16

Series of 2019

TO ALL CONCERNED

SUBJECT GUIDELINES ON THE NUMBER AND QUALIFICATIONS

OF INCORPORATORS UNDER THE REVISED
CORPORATION CODE

WHEREAS, Section 10 of Republic Act No. 11232, otherwise known as the Revised
Corporation Code of the Philippines, allows any person, partnership, association or
corporation, singly or jointly w i t h others but not more than fifteen (15) in number, to
organize a corporation for any lawful purpose or purposes;

WHEREAS, the Securities and Exchange Commission (SEC) deems it necessary to

issue guidelines for the clear and proper implementation of the foregoing provision of
law;

WHEREFORE, the SEC adopts the following guidelines on the composition of

incorporators for the registration of domestic corporations under the Revised
Corporation Code:

Section 1. Number of Incorporators

For the purpose of forming a new domestic corporation under the Revised
Corporation Code, two (2) or more persons, but not more than fifteen (15), may
organize themselves and form a corporation.

Only a One Person Corporation (OPC) may have a single stockholder, as well as
a sole director. Accordingly, its registration must comply w i t h the
corresponding separate guidelines on the establishment of an OPC.

Section 2. Definition of Incorporators

Incorporators are those stockholders or members mentioned in the Articles of

Incorporation as originally forming and composing the corporation, and who
are signatories thereof.
Rjhlished:
Pnilippine Daily Irqurirer, August 1, 2019 1

Manila Times, August 1, 2019

Section 3. Qualifications of Incorporators

Each incorporator of a stock corporation must own, or be a subscriber to, at

least one (1) share of the capital stock. Each incorporator of a nonstock
corporation must be a member of the corporation.

The incorporators may be composed of any combination of natural person/s,

SEC-registered partnership/s, SEC-registered domestic corporation/s or
association/s, as well as foreign corporation/s.

Incorporators who are natural persons must be of legal age, and must sign the
Articles of Incorporation / Bylaws.

Section 4. Partnerships as Incorporators

In the event that an SEC-recorded partnership is made an incorporator, the

application for registration must be accompanied by a Partners' Affidavit, duly
executed by all the partners, to the effect that they have authorized the
partnership to invest in the corporation about to be formed and that they have
designated one of the partners to become a signatory to the incorporation
documents.

Partnerships under "dissolved" or "expired" status w i t h the SEC shall not be

authorized to become an incorporator.

Section 5. Domestic Corporations or Associations as Incorporators

In the event that an SEC-registered domestic corporation or association is made

an incorporator, its investment in the new corporation must be approved by a
majority of the board of directors or trustees and ratified by the stockholders
representing at least two-thirds (2/3} of the outstanding capital stock, or by at
least two thirds (2/3) of the members in the case of nonstock corporations, at
a meeting duly called for the purpose.

A Directors'/Trustees' Certificate or a Secretary's Certificate, indicating the

necessary approvals, as well as the authorized signatory to the incorporation
documents, shall be executed under oath and submitted by the applicant.

Domestic corporations under "delinquent", "suspended", "revoked" or

"expired" status w i t h the SEC shall not be authorized to become an
incorporator.

Section 6. Foreign Corporations as Incorporators

In the event that a foreign corporation is made an incorporator, the application

for registration must be accompanied by a copy of a document (i.e. Board
Resolution, Directors' Certificate, Secretary's Certificate, or its equivalent), duly

2
 authenticated by a Philippine Consulate or w i t h an apostille affixed thereto,
1 2

authorizing the foreign corporation to invest in the corporation being formed

and specifically naming the designated signatory on behalf of the foreign
corporation.

Section 7. Signatories of the Articles of Incorporation

Each individual signing the Articles of Incorporation / Bylaws must indicate the
capacity upon which he/she is affixing his/her signature thereto, (i.e.
Incorporator or Representative ofXYZ Corp.)

An individual designated to sign the Articles of Incorporation / Bylaws on behalf

of an incorporator, which is not a natural person, must also indicate the
corporate or partnership name of the entity being represented and for whom
he/she is executing the Articles of Incorporation / Bylaws.

The Taxpayer Identification Number (TIN) of the principal, as well as the

designated signatory, should both be indicated in the Articles of Incorporation.

No application for incorporation shall be accepted unless the registration

documents reflect the TIN or passport number of all its foreign investors other
than foreign corporations which have not yet been issued a Taxpayer
Identification Number.

After incorporation, all the foreign investors, natural or juridical, shall secure a
Taxpayer Identification Number. All documents to be filed w i t h the SEC after
incorporation (e.g. General Information Sheets) shall not be accepted unless the
TIN of all its foreign investors, natural or juridical, resident or non-resident, are
indicated therein.

Section 8. Designation of Incorporators as Directors or Trustees

An individual who signs the Articles of Incorporation on behalf of an

incorporator, which is not a natural person, may not be named as a director or
trustee in the same Articles of Incorporation, unless when the said individual is
also the owner of at least one (1) share of stock, or is also a member, of the
corporation being formed.

Section 9. Foreign Nationals in the Articles of Incorporation

The inclusion of foreign nationals in the Articles of Incorporation shall be

subject to the applicable constitutional, statutory, and regulatory restrictions,
as well as conditions, w i t h respect to foreign participation in certain investment
areas or activities.

1
For documents executed in countries and territories which are not Apostille-contracting parties.
2
For documents executed in countries and territories which are Apostille-contracting parties.
3
Section 10. Additional Requirements for Certain Corporations

No Articles of Incorporation of banks, banking and quasi-banking institutions,

preneed, insurance and trust companies, NSSLAS, pawnshops, and other
financial intermediaries shall be approved unless accompanied by a favorable
recommendation of the appropriate government agency to the effect that the
Articles of Incorporation are in accordance w i t h law.

Section 11. Processing of Applications

The processing of applications for registration in accordance w i t h the new

provisions of the Revised Corporation Code shall be done manually by the
Company Registration and Monitoring Department and the Extension Offices of
the SEC, until further notice.

Section 12. Repealing Clause

This Memorandum Circular shall amend all issuances, orders, rules and
regulations of the Commission that may be inconsistent w i t h it.

Section 13. Effectivity

This Memorandum Circular shall take effect immediately upon its publication
in a newspaper of general circulation.

3 0 J u l
y 2019 Pasay City, Philippines.

EMILICTBJA QUINO
Ch lirperson

4
"I ••••

Republic of the Philippines

Department of Finance
Securities and Exchange Commission
SEC Building, EDSA, Greenhills, Mandaluyong Ci

SEC MEMORANDUM CIRCULAR NO.8

Series of 2013

TO ALL CORPORATIONS ENGAGED IN NATIONALIZED OR PARTLY

NATIONALIZED ACTIVrnES

SUBJECf GUIDELINES ON COMPLIANCE WITH THE FILIPINO-FOREIGN

OWNERSHIP REQUIREMENTS PRESCRIBED IN THE CONSTITUTION
AND/OR EXISTING LAWS BY CORPORATIONS ENGAGED IN
NATIONALIZED AND PARTLY NATIONALIZED ACTIVrnES

WHEREAS, the Constitution, the Foreign Investments Act of 1991, ("FIA'') as amended, and other
existing laws mandate that a certain percentage of ownership in corporations engaged in identified areas of
activities and enterprises be reserved to Philippine Nationals;

WHEREAS, Section 15 of the Corporation Code of the Philippines provides that a corporation which
will engage in business or activity reserved for Filipino citizens shall include in its Articles of Incorporation a
provision stating that no transfer of stock or interest which shall reduce the ownership of Filipino citizens to
less than the required percentage of the capital stock as provided by existing laws, shall be allowed;

WHEREAS, Section 17 of the Corporation Code provides that the Securities & Exchange Commission
may reject or disapprove articles of incorporation or amendments thereto if the percentage of ownership of
the capital stock to be owned by citizens of the Philippines has not been complied with as required by
existing laws or the Constitution;

WHEREAS, Section 14 of the FIA empowers the Commission to impose administrative sanctions
provided therein for violation of the FIA and its implementing rules and regulations ("IRR");

1
WHEREAS, the Supreme Court in Heirs of Gamboa v. Teves et al, ruled that the term 'capital' in
Section 11, Article XII of the 1987 Constitution refers only to shares of stock entitled to vote in the election
of directors;

WHEREAS, Section 1 (b) of the IRR of FIA clearly requires the existence of full beneficial ownership
of the stocks and appropriate voting rights in determining whether stocks are owned and held by Philippine
nationals;

WHEREAS, it is essential to ensure that full beneficial ownership and effective control of the
appropriate voting rights lie with Philippine nationals;

WHEREAS, Section 143 of the Corporation Code and Sections 5 and 72 of the Securities Regulation
Code ("SRC'') empower the Commission to promulgate guidelines, rules and regulations that will enable it to
implement the provisions and purpose of the laws it implements;

NOW, THEREFORE, the Commission hereby issues and promulgates the following guidelines on
compliance with the ownership requirements in the Constitution and/or existing laws by corporations
engaged in nationalized or partly nationalized activities:

Section 1. This Circular shall apply to all corporations ("covered corporations") engaged in identified
areas of activities or enterprises specifically reserved, wholly or partly, to Philippine Nationals by the
Constitution, the FIA and other existing laws, amendments thereto and IR s of I ffi'xl.1f8~
Os
oth~rwise be provided therein. -1-PAGE OF....:l::- P~ES

, G.R.No. 176579,October9, 2012. Pl!l~~ilY !rqJirer, ""Y

Busmess Mi.rr'at, May 22,
~,J~ I
LJ.w I
OFF1CE OF THE COMMISSION SECRETARY
 Guidelines on Compliance with the Filipino-Foreign Ownership Requirements
Prescribed in the Constitution and/or Existing Laws by Corporations Engaged in
Nationalized and Partly-Nationalized Activities
Page 2 of 2

Section 2. All covered corporations shall, at all times, observe the constitutional or statutory
ownership requirement. For purposes of determining compliance therewith, the required percentage of
Filipino ownership shall be applied to BOTH (a) the total number of outstanding shares of stock entitled to
vote in the election of directors; AND (b) the total number of outstanding shares of stock, whether or not
entitled to vote in the election of directors.

Corporations covered by special laws2 which provide specific citizenship requirements shall comply
with the provisions of said law.

Section 3. All Corporate Secretaries of covered corporations are directed to monitor and observe
compliance with the provisions on ownership requirements provided in the Constitution, the FIA, its IRR,
other applicable laws, rules and regulations and with the provisions of this Circular.

The Corporate Secretary cannot delegate the responsibility of complying with the provisions of this
Circular without the express authority from the Board of Directors or Trustees, as the case may be.

Section 4. This Circular shall take effect immediately after its publication in two (2) national
newspapers of general circulation, provided: that all existing covered corporations which are non-compliant
with Section 2 hereof shall be given a period of one (1) year from the effectivity of this Circular within which
to comply with said ownership requirement. The Commission may extend the period of compliance but only
in meritorious and exceptional cases, and upon proper petition.

Failure to comply with this Circular shall subject the juridical entity, any person, and the corporate
officers responsible, to sanctions provided in Section 14 of the Foreign Investments Act of 1991, as
amended.

Signed this 20th day of May 2013, Mandaluyong City, Philippines.

By Authority of the Commission En Banc:

,J'.. ~---
TERESrfA J. HERBOSA
Chairperson

CERTIFIED XEROXED COPY

-2:::. PAGES

rr
~PAGE Of

I
OFACE OF THE COMMISSION SECRETARY
I
2For example, R.A. 9474, also known as the Lending Company Regulation Act of 2007, R.A. ~::>::>\),also
known as Financing Company Act of 1998 and P.O. 129, also known as the The Investment Houses Law.
 Republic of the Philippines
Department of Finance
Securities and Exchange Commission
SEC Building, EDSA, Greenhills, Mandaluyong City

MEMORANDUM CIRCULAR No. _8_

Series of 2012

To facilitate the amendment of corporate and partnership names, the Commission En

Bane, in its meeting on September 27, 2012, resolved to amend SEC Memorandum
Circular NO.5, Series of 2008 (Guidelines and Procedures on the Use of Corporate and
Partnership Names) as follows:

1. Amendment of the first paragraph of Section 17 of the said Circular from:

"17. At the time of its registration, a corporation or partnership shall submit an

affidavit containing an unqualified undertaking to change its name immediately
upon receipt of notice or directive from the Commission that another corporation,
partnership or person has acquired a prior right to the use of that name or that the
name has been declared as misleading, deceptive, confusingly similar to a
registered name or contrary to public morals, good customs or public policy. The
affidavit shall be signed by at least two incorporators or partners in the form
prescribed by the Commission. This affidavit shall not be required if the undertaking
is already included as one of the provisions of the Articles of Incorporation or
Partnership of the registrant."

to -

"17. At the time of its registration, a corporation or partnership shall submit an

affidavit containing an unqualified undertaking to change its name, as originally
registered or as amended thereafter, immediately upon receipt of notice or directive
from the Commission that another corporation, partnership or person has acquired
a prior right to the use of that name or that the name has been declared as
misleading, deceptive, confusingly similar to a registered name or contrary to public
morals, good customs or public policy. The affidavit shall be signed by at least two
incorporators or partners in the form prescribed by the Commission. This affidavit
shall not be required if the undertaking is already included as one of the provisions
of the Articles of Incorporation or Partnership of the registrant."

2. Deletion of the last paragraph of Section 17 ot'the said Circular which reads "In
the case of amendment of the corporate name of an existing company or
partnership, the affidavit shall be signed by any of the directors or partners.
•

In view of the foregoing amendments, the relevant undertaking required to be included

in the Articles of Incorporation shall be written in the following manner:

{ 3
"That we, on behalf of the said corporation/partnership, hereby undertake to change
its corporate/partnership name, as herein provided or as amended thereafter,
immediately upon receipt of notice or directive from the Commission that another
corporation, partn~rship or person has acquired a prior right to the use of that name
or that the name has been declared as misleading, deceptive, confusingly similar to
a registered name or contrary to public morals, good customs or public policy."

This Memorandum Circular shall be effective immediately.

October 8,2012, Mandaluyong City.

,;7./ -
Teresita J. Herbosa
Chairperson