Professional Documents
Culture Documents
Articles of
Incorporation
and By-laws
By:
It bears great emphasis that there is a proper procedure for amending the Articles
of Incorporation in the Philippines. Any revision thereto cannot be done by mere
corporate memo or notice. Hence, should one wish to change the corporate name,
principal office address, number of directors or purpose of the corporation, compliance
with Section 16 of the Corporation Code is mandatory, to wit:
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:
Anent the first 2 requisites, a meeting must be held, whether it be during the
regular annual meeting or a special meeting called for such purpose. The rules regarding
the meeting (i.e. notice, place, etc.) can be found in the corporate by-laws.
The meeting of the stockholders must first take place and the issue of the
amendment must be assented to by stockholders representing at least 2/3 of the
outstanding capital stock. Thereafter, it must be approved by at least a majority of the
board of directors and duly certified by the Corporate Secretary.
To prove that these acts have been complied with, the following documents will
be executed:
If the Securities & Exchange Commission finds the amendment in order, it shall
correspondingly issue a Certificate of Amendment of Articles of Incorporation. It is
worth emphasizing that if a corporation does not properly amend its Articles of
Incorporation, the Corporation shall be penalized by the Securities & Exchange
Commission with an initial fine of Ten Thousand Pesos (P10,000.00) for the first
violation.