The Securities and Exchange Commission used to allow registrant corporations and partnerships to indicate only the city, town, or municipality in their principal office address. This included accepting “Metro Manila” as a valid address in their articles of incorporation/partnership. However, businesses looking to register an office address in the Philippines must now comply with updated SEC requirements specifying a more detailed principal office address.
On February 16, 2006, the Securities and Exchange Commission issued Memorandum Circular No. 3, directing registrant applicants to state in their Articles of Incorporation or Partnership the specific address of their principal office, which shall include, if feasible, the street number, street name, barangay, city, or municipality. The circular also specifies that “Metro Manila” shall no longer be allowed as the address of the principal office. Businesses looking to register an office address in the Philippines must ensure compliance with these requirements to avoid registration issues.
Existing corporations and partnerships that previously stated only “Metro Manila” or a general city, town, or municipality as their principal office address were not required to amend their articles of incorporation or partnership to indicate a specific principal office address. However, it is essential that those affected by this circular adhere to the full disclosure requirements outlined in applicable laws, rules, and regulations.
Recently (February 20, 2014), the SEC issued guidelines directing all affected corporations and partnerships to comply with the following requirements to register an office address in the Philippines:
“Section 1. Existing corporations and partnerships whose articles of incorporation or articles of partnership indicate only a general address as their principal office address, such that it refers only to a city, town or municipality, or “Metro Manila”, are directed to file an amended articles of incorporation or amended articles of partnership in order to specify their complete address…
Section 2. Affected corporations and partnerships are given until 31 December 2014 to effect a change in their principal address and may file the same at the Company Registration and Monitoring Department of the Commission, or at any of the extension office located in the cities of Baguio, Cagayan de Oro, Cebu, Davao, Iloilo, Legazpi, Tarlac and Zamboanga;
Section 4. Affected corporations and partnerships which fail to effect a specific change in their principal office address within the deadline set shall not be penalized for non-compliance; however, the Commission can impose the sanctions of deferment of applications such as amendments, certifications and clearances and the like; “
The guidelines may appear not too compelling among affected companies to amend their articles in view of “no penalty clause”. Nevertheless, it is but wise to conform with the rules to avoid any inconvenience it may cause if it were to be complied with later on simply because a request for certifications, clearances or other amendments and the like with SEC has been put on hold.
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