Our SEC filing and amendment services guarantee a corporation’s full compliance with the Revised Corporation Code (RCC) of the Philippines and other regulations of the Securities and Exchange Commission (SEC). We help safeguard corporate standing and maintain accurate, legally recognized records with the regulatory body.
Why Take SEC Filings and Amendments Seriously
Corporations are legally obliged to maintain accurate and updated records for proper governance, transparency, and accountability. Precise documentation of corporate information, board resolutions, and ownership structures is essential to uphold shareholder rights, facilitate lawful business transactions, and satisfy regulatory obligations.
Strict compliance with SEC filing and amendment requirements is imperative. Timely and accurate filings ensure that corporate records conform to the Revised Corporation Code (RCC) and SEC regulations, prevent administrative sanctions or suspension of corporate powers, and preserve the corporation’s legal standing.
Why Trust Duran & Duran-Schulze Law
Our corporate compliance team at Duran & Duran-Schulze Law brings extensive experience and a proven track record in handling SEC filings and corporate amendments. We apply deep expertise in Philippine corporate law to navigate complex regulatory requirements, anticipate compliance issues, and ensure that filings and amendments are accurately prepared, timely submitted, and strategically positioned for SEC approval.
Our SEC Filing Services
We assist corporations anywhere in the Philippines with end-to-end SEC filing requirements and ensure compliance with the Revised Corporation Code (RCC) and other SEC regulations. We draft, review, and file corporate documents accurately and on time to help avoid penalties and maintain good standing:
SEC MC 28 Compliance
We handle compliance with SEC Memorandum Circular No. 28 Series of 2020 (MC28-2020), which mandates all registered corporations to submit official and alternate email addresses and mobile numbers for SEC eFAST registration.
General Information Sheet (GIS) Filing
We prepare and file the annual General Information Sheet (GIS) accurately and on time, i.e., within 30 calendar days from the annual meeting or SEC registration anniversary date, to avoid fines and possible suspension of SEC registration.
Audited Financial Statements (AFS) Filing
We also assist in the preparation, review, and audit of financial statements in accordance with Philippine Financial Reporting Standards (PFRS). We ensure that these are filed on time, i.e., normally, within 120 calendar days from the fiscal year-end.
Our SEC Amendment Services
Apart from regular SEC filings, we also handle various SEC amendments required to update or correct corporate records. We prepare the necessary board resolutions, amended documents, and filings and ensure that changes are properly recorded with the SEC.
Change of Company Name
We assist in changing registered corporate names and, where applicable, in registering, adding or deregistering doing business as (DBA) or trade names. We ensure that the amended Articles of Incorporation (AOI) and related filings are properly approved and submitted to the SEC.
Change of Purpose
We facilitate amendments to the primary and secondary purposes of corporations to reflect changes in business direction or industry classification. We prepare the required board and stockholder approvals and file the amended AOI with the SEC.
Change of Business Address
We assist in updating the corporation’s principal office address, whether the relocation is within the same city or to another. We ensure the correct amendment of the AOI and/or GIS, as required by SEC rules.
Change in Number of Directors
We handle amendments arising from changes in the number or composition of directors due to resignation, death, or restructuring. We prepare amended Articles of Incorporation, board resolutions, and other related SEC filings.
Change of Authorized Capital Stock
We assist with the increase or decrease of authorized capital stock (ACS), including documentation, compliance requirements, and SEC filings. We ensure proper valuation, approval, and submission of all supporting documents for this complex amendment.
Change of Accounting Period
We help corporations amend their accounting period, whether from calendar year to fiscal year or vice versa. We prepare the necessary board approvals and coordinate the SEC filing to ensure consistency in financial reporting.
Change of Quorum
We assist corporations in amending quorum requirements as stated in their By-Laws. We prepare the amended By-Laws, secure the required approvals, and file the changes with the SEC.
Change of Annual Meeting Date
We facilitate amendments to the corporation’s By-Laws to change the annual shareholders’ meeting date. We ensure that the amendment is properly approved and registered with the SEC in compliance with corporate governance rules.
Other SEC Amendments
We handle other corporate amendments not specifically listed, including corrections, restatements, and special corporate actions. We provide customized support to ensure full compliance with SEC regulations and accurate corporate records.
How to Get Started
For inquiries on requirements, processes, and fees, contact Duran & Duran-Schulze Law at (+632) 8478 5826, (+63) 917 194 0482, or info@duranschulze.com, or simply complete the form on this page. Our office is located at 1210 High Street South Corporate Plaza Tower 2, 26th Street, Bonifacio Global City, Taguig, Metro Manila.
Need to Consult a Lawyer?
You can book an online or in-person consultation with Atty. March. Choose a 30-minute or 1-hour session, fill out the form with your information and preferred schedule, pay the fee via PayPal, and meet with the attorney at the scheduled time.
Atty. Marie Christine Duran-Schulze
Managing Partner [Read Profile]
Business and Corporate Law, Family Law, Litigation, Immigration Laws, Real Estate, Labor Management, and HR Services
SEC Filings and Amendments FAQs
For your reference and guidance, here are the most asked questions about SEC filings and amendments in the Philippines:
The Articles of Incorporation (AOI) is the legal foundation document of a corporation, containing its name, purpose, capital structure, incorporators, and directors. The By-Laws, on the other hand, govern the internal operations of the corporation, including meeting procedures, quorum, officer duties, and shareholder rights.
Per Section 15 of R.A. 11232, otherwise known as the “Revised Corporation Code of the Philippines,” basic requirements for amending the AOI include:
- Majority vote of the board of directors,
- For stock corporations, written assent of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock,
- For non-stock corporations, it may be amended by the vote or written assent of majority of the trustees and at least two-thirds (2/3) of the members
- Approval by the Securities and Exchange Commission (SEC)
Under Section 47 of the Revised Corporation Code, the following are the requirements for amending the By-Laws of a corporation:
- A majority vote of the board of directors or trustees and the owners of at least a majority of the outstanding capital stock, or at least a majority of the members of a non-stock corporation, at a regular or special meeting duly called for the purpose.
Corporate particulars which cannot be amended or changed include:
- Names of the Incorporators
- First Set of Directors and Subscribers
- Initial Treasurer
- Original Subscription of Shares
- Place and Date of Execution of the first Articles of Incorporation
Most amendments, especially those affecting the Articles of Incorporation (AOI), require SEC approval to transact legally.
Yes, the SEC provides online submission options for certain filings, although some amendments may still require physical submission of notarized documents.
As provided under Section 16 of R.A. 11232, the grounds for possible disapproval are the following:
- The articles of incorporation or any amendment thereto is not substantially in accordance with the form prescribed;
- The purpose or purposes of the corporation are patently unconstitutional, illegal, immoral or contrary to government rules and regulations;
- The certification concerning the amount of capital stock subscribed and/or paid is false; and,
- The required percentage of Filipino ownership of the capital stock under existing laws or the Constitution has not been complied with.
Failure to make the necessary filings and amendments may result in fines, suspension of corporate registration, or inability to transact legally.
