How to Change Company Shareholders in the Philippines

August 31, 2023

In the intricate world of corporate law and business ownership, company shares and shareholders play a pivotal role in shaping a company’s structure and ownership dynamics. Understanding how to transfer company shareholders in the Philippines is essential for business owners and investors. In this article, we will explore the process of changing company shareholders, the roles and responsibilities of shareholders, potential challenges, and the methods for confirmation, considering both the Department of Trade and Industry (DTI) and the Securities and Exchange Commission (SEC) procedures.

Company Shares: The Building Blocks of Ownership

Company shares represent ownership interests in a corporation. They are essentially portions of a company’s ownership that investors or shareholders hold. Each share typically grants its holder certain rights, such as a proportionate claim to the company’s assets, profits, and decision-making processes. The number of shares a corporation may have is determined by its articles of incorporation, which outline the company’s capital structure. These shares can be of different types, such as common and preferred shares, each with distinct rights and privileges.

Understanding Company Shareholders

A company shareholder is an individual or entity holding corporate shares. Shareholders are considered owners of the company to the extent of their shareholdings. Their role involves:

  • Participating in major decision-making processes
  • Electing the board of directors
  • Approving significant corporate actions
  • Receiving dividends as a return on their investment

Company shareholders are commonly associated with business structures such as corporations, where ownership is divided into shares.

The Process of Changing Company Shareholders

Adding Company Shareholders:

  1. Board Approval: The first step is obtaining board approval to add new shareholders. This involves a resolution passed by the board of directors to issue new shares to the interested parties.
  2. Share Subscription Agreement: The new shareholders and the company must enter a share subscription agreement. This agreement outlines the terms of the share issuance, including the number of shares, the price per share, payment terms, and any other relevant conditions.
  3. Registration with DTI/SEC: Registration with the SEC is necessary for corporations. The necessary documents, such as the amended Articles of Incorporation reflecting the new shareholdings, must be submitted for approval.
  4. Payment and Issuance: The new shareholders make the agreed-upon payment for the shares, and the company issues the shares to them. Depending on the company’s practices, this process may involve issuing physical share certificates or electronic records.

Removing Company Shareholders:

  1. Board Approval: Similar to adding shareholders, the board of directors must approve the removal of a shareholder. This often involves a decision based on shareholder disputes, non-compliance, or other valid reasons.
  2. Share Transfer Agreement: A share transfer agreement is executed between the exiting shareholder and the incoming shareholder, outlining the terms of the share transfer.
  3. Registration: The transfer of shares needs to be documented and registered with the DTI/SEC. The transfer of shares involves updating the company’s records and submitting the necessary documents.

Potential Challenges and Solutions

Changing company shareholders can encounter various challenges, including disputes over share values, shareholder conflicts, and regulatory hurdles. Companies should have clear bylaws and agreements to mitigate these issues. Seeking legal advice and mediation can also help address disputes amicably.

Confirmation of Shareholder Changes


To confirm shareholder changes with the DTI, businesses need to update their business name registration through the Business Name Registration System. Changes in ownership structure, shareholding, and the list of owners should be accurately reflected in the updated registration records.


For corporations, confirming shareholder changes with the SEC involves submitting the necessary documents related to share transfers or issuances. Once the SEC approves the changes, the updated Articles of Incorporation and other relevant documents will reflect the new shareholders.

Changing company shareholders in the Philippines involves a structured process encompassing board approvals, legal agreements, and regulatory compliance. Shareholders are critical in the corporate landscape, influencing major decisions and contributing to the company’s success. By understanding the procedures and responsibilities associated with changing shareholders, businesses can navigate this process smoothly and maintain transparent ownership records. However, it’s important to note that legal requirements may evolve, and seeking professional advice or consulting the latest regulations is essential for accurate and up-to-date information.

Is Assistance Available?

Yes. If you would like assistance changing your company’s shareholders, please contact us through one of the channels below to schedule an initial consultation with one of our business experts:

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