Guidelines on the Use of the eAMEND Portal

January 15, 2024 SEC MEMORANDUM CIRCULAR NO. 3, S. 2024 TO : All Concerned SUBJECT : Guidelines on the Use of the eAMEND Portal WHEREAS , Section 179 (o) and (p) of Republic Act (RA) No. 11232, otherwise known as the "Revised Corporation Code of the Philippines" ("RCC" or "Code"), grants the Commission the power and authority to: (i) formulate and enforce standards, guidelines, policies, rules and regulations to carry out the provisions of the RCC; and (ii) exercise such other powers provided by law or those which may be necessary or incidental to carry out the powers expressly granted to it. HSAcaE WHEREAS , Section 13 therein provides that the articles of incorporation and other applications for amendments thereto may be filed in the form of an electronic document in accordance with its rules and regulations on electronic filing as supported by Section 180 where the Commission is directed to develop and implement an electronic filing and monitoring system. WHEREAS , Section 16 of the RCC provides that no articles of incorporation or amendment to articles of incorporation of banks, banking and quasi-banking institutions, preneed, insurance and trust companies, NSSLAs, pawnshops, and other financial intermediaries shall be approved by the Commission unless accompanied by a favorable recommendation of the appropriate government agency to the effect that such articles or amendment is in accordance with law. WHEREAS , Section 45 of the RCC provides that the Commission shall not accept for filing the bylaws or any amendment thereto of any bank, banking institution, building and loan association, trust company, insurance company, public utility, educational institution, or other special corporations governed by special laws, unless accompanied by a certificate of the appropriate government agency to the effect that such bylaws or amendments are in accordance with law. WHEREAS , in pursuit of sustainable practices, streamlined and automated processes, the Securities and Exchange Commission allows the amendment applications through the eAMEND portal. WHEREAS , the eAMEND portal is a user-friendly online filing and submission amendment portal that facilitates the acceptance, processing, approval for payment, and issuance of the digital copy of the Certificate of Amendment of Domestic Stock and Non-stock Corporation which aims to provide the following : e Electronic A Application for M Modification of EN ENtity D Data NOW THEREFORE , the Commission hereby promulgates the following requirements and guidelines for the application for amendments under Sections 15 and/or 47 of the Revised Corporation Code, among others: AScHCD SECTION 1. Coverage and Applicability . This Memorandum Circular shall cover applications within the competent jurisdiction of the Corporate and Partnership Registration Division (CPRD) of the Company Registration and Monitoring Department (CRMD) and the respective Extension Offices of the Commission. A. Applications Subject to Issuance of Digital Certificate Applications for Amendment of the Articles of Incorporation and/or By-Laws filed by Domestic Stock or Non-stock corporations concerning the following provisions or any combinations thereof: a. Articles of Incorporation: i. Change in the Principal Office Address; ii. Increase or Decrease in the Number of the Board of Directors/Trustees; iii. Fiscal Year for One Person Corporations (OPCs); or iv. Deletion and/or Addition of New Provisions in the Existing Articles of Incorporation except those provisions on purposes, capitalization and reclassification of shares . 1 b. By-Laws: i. Date of Annual Meeting of the stockholders/members; ii. Fiscal Year. B. Applications Subject to Regular Processing through the eAMEND Portal: a. Amendment of Partnership; b. Dissolution of Partnership; c. Amendment of Articles of Incorporation of a Domestic Corporation whether stock or non-stock other than those indicated in Section 1.A.a ; d. Amendment of By-Laws of a Domestic Corporation whether stock or non-stock other than those indicated in Section 1.A.b ; HESIcT e. Application for Conversion of One Person Corporation (OPC) to Ordinary Stock Corporation (OSC) and vice versa; f. Application for Increase of Capital Stock for One Person Corporation via Cash; g. Combination of any of Section 1.A and Section 1.B ; All other applications not included in the list above shall be filed through the Official electronic mail platforms of the Commission and/or its Extension Offices. SECTION 2. Who are Allowed to File . Only registered and active Partnerships and Corporations may apply as stated in Section 1 . SECTION 3. Documentary Requirements for Applications Subject to Issuance of Digital Certificate . The applicant shall submit the following documents: A. System-generated/downloaded Cover Sheet for Amendment; B. System-generated/downloaded, signed and notarized or apostilled/authenticated Amendment Form; 2 C. Monitoring Clearance from the Compliance Monitoring Division (CMD) or from other Department/s of the Commission and proof of payment, if applicable; In lieu of the Monitoring Clearance from the Compliance Monitoring Division (CMD), applicant shall have the option to submit an Affidavit of Undertaking 3 to submit CMD Monitoring Clearance and proof of payment; and Note: Affidavit of Undertaking is not applicable to corporations which are under supervision and monitoring with the Corporate Governance and Finance Department (CGFD) and Markets and Securities Regulation Department (MSRD). D. Certification and/or Favorable Endorsement of the appropriate government agency or from other Department/s of the Commission, if applicable. a. Articles of Incorporation : Business Activity/Industry Government Agency Banks, banking and quasi-banking institutions, Non-stock Savings and Loan Associations (NSSLAs), pawnshops and other financial intermediaries Bangko Sentral ng Pilipinas (BSP) Preneed, insurance and trust companies Insurance Commission (IC) b. By-Laws : AcICHD Business Activity/Industry Government Agency Banks, banking institutions, building and loan association, Non-stock Savings and Loan Associations (NSSLAs), pawnshops and other financial intermediaries Bangko Sentral ng Pilipinas (BSP) Preneed, insurance and trust companies Insurance Commission (IC) Public Utility Government agency concerned Educational institutions Commission on Higher Education (CHED) Department of Education (DepEd) Technical Education and Skills Development Authority (TESDA) Other activities governed by special laws Other government agency concerned SECTION 4. Documentary Requirements for Applications Subject to Regular Processing Through the eAMEND Portal . Documentary requirements provided in the SEC's latest Citizen's Charter as posted in the SEC Website ( https://www.sec.gov.ph/about-us/citizens-charter/#gsc.tab=0 ) SECTION 5. Submission of Hard Copies . The filing of the hard copies shall be filed and submitted to the appropriate addresses of SEC Offices chosen by the applicant as indicated in Annex "D". SECTION 6. Approval and Issuance of Certificate . A. Digital Certification For applications subject to Section 1.A , a Digital Certificate of Filing of Amendment will automatically be issued through the eAMEND Portal upon payment of the amendment fees and shall be received by the applicant in their e-mail. The amendment documents submitted shall be subjected to post-evaluation/post-audit to determine completeness and consistency of the information provided in the system vis--vis the hard copies. If found compliant, the original copy of the Certificate of Filing of Amendment will be released. B. Original Certification For applications subject to Section 1.B , the Original Certificate shall be issued only upon submission of the hard copies of application documents after the necessary payment has been made. No digital certification shall be issued through the eAMEND Portal. caITAC SECTION 7. Grounds for Purging and Cancellation of Application . A. PURGING OF APPLICATION The application shall be automatically purged by the eAMEND Portal on the following grounds: a. Failure TO COMPLETE the filling up of the required details and TO UPLOAD the documentary requirement in the system within sixty (60) calendar days from the time of the creation of the account; or b. Failure TO COMPLY with the Commission's compliance order within thirty (30) calendar days from receipt of the system email compliance notification in cases of incomplete or non-compliant submission; or c. Failure TO PAY the amendment fees within forty-five (45) calendar days from the date reflected in the PAF. In any instance, the corporation may re-apply through the eAMEND portal. B. CANCELLATION OF APPLICATION The application may be cancelled motu proprio by the Commission on the following grounds: a. Non-submission of three (3) original sets (in hard copies) to the appropriate SEC Office of the documentary requirements that have been approved in the portal system within thirty (30) calendar days from the date indicated in the digital copy of the Certificate of Amendment; and b. Non-compliance of any lawful order of the Commission in instances of incomplete documentary requirements and/or inconsistent entries of the documents processed in the system with the submitted hard copies of the documentary requirements. SECTION 8. Inter-Agency Recognition of the Amendment Forms . The Amendment Form shall form part of the original Articles of Incorporation and/or By-laws of the corporation and any changes made to the Articles of Incorporation and/or By-laws , as provided in the Amendment Form and duly approved by the Commission, shall be considered official and legally valid when presented to other government agencies for any purpose. SECTION 9. Transition Guidelines . Pursuant to the implementation of the eAMEND starting on 23 February 2024, please be guided by the following procedures : TAIaHE A. All applications (such as on-going, unpaid and expired PAF) submitted through the electronic mail platform may opt to proceed with the email application or apply through the eAMEND portal; B. All applications that have been filed and paid prior to the implementation of the eAMEND Portal, shall proceed through the electronic mail platform for approval. Beginning 23 February 2024, only system generated Amendment Form shall be acceptable for applications covered under Section 1.A . Any alteration, erasure, modification, or revision in the system-generated application under Section 1.A and the uploaded application under Section 1.B shall result in the automatic cancellation of the application after non-compliance of any lawful order of the Commission. SECTION 10. Annotation on the Articles of Partnership, Articles of Incorporation, and By-Laws . For purposes of effecting the implementation of the eAMEND Portal provided for and adopted in this Circular, an annotation to the Articles of Partnership, Articles of Incorporation, the By-Laws, as the case may be, filed through the eAMEND Portal undertaken by the Corporation, shall be listed therein. SECTION 11. Applicability of Other Rules . The pertinent provisions of the Rules of Procedure of the Commission and the Rules of Court of the Philippines may, in the interest of expeditious dispensation of justice and whenever practicable, be applied by analogy or in a suppletory character and effect. In compliance with the Commission's future issuances, specifically those focused on digitalization, the eAMEND Portal shall promptly incorporate any applicable requirements into its framework, provided they are relevant to the scope outlined in this Memorandum Circular. SECTION 12. Effectivity . This Memorandum Circular shall take effect immediately upon its publication in newspaper of general circulation. Done this January 15, 2024, Makati City, Philippines. For the Commission: (SGD.) EMILIO B. AQUINO Chairperson ANNEX A Stock Corporation Amendment Form (Articles of Incorporation) ANNEX A-1 Non-Stock Corporation Amendment Form (Articles of Incorporation) ANNEX A-2 One Person Corporation Amendment Form (Articles of Incorporation) ANNEX B Stock Corporation Amendment Form for By-Laws ANNEX B-1 Stock Corporation Amendment Form for By-Laws (Power to Amend Delegated by the Stockholders to the Board of Directors) ANNEX B-2 Non-Stock Corporation Amendment Form for By-Laws ANNEX B-3 Non-Stock Corporation Amendment Form for By-Laws (Power to Amend Delegated by the Members to the Board of Trustees) ANNEX C Undertaking COMPANY REGISTRATION AND MONITORING DEPARTMENT AFFIDAVIT OF UNDERTAKING I, _______________, of legal age, Filipino and with address at _______________, on oath state that: ICHDca 1. I am the Corporate Secretary/Authorized Representative of _______________ ("Corporation"), a corporation duly organized and existing under Philippine laws under SEC Registration No. _______________ with office address at _______________; 2. The Corporation has a pending application for amendment of Articles of Incorporation and/or By-laws with the Company Registration and Monitoring Department (CRMD); 3. One of the requirements for the processing of the said application is a Monitoring Clearance issued by the Compliance Monitoring Division (CMD) of the CRMD. 4. In view of the foregoing, the Corporation undertakes to comply with the Monitoring Clearance requirement immediately and pay the assessed fines and penalties, if any; 5. Consequently, the Corporation consents to the post-evaluation of its application for amendment and shall thereby comply with whatever directive the Commission may provide. Otherwise, the approved amendment to the Articles of Incorporation and/or By-laws may be deemed cancelled and the amount paid in relation thereto shall be forfeited in favor of the Commission. 6. I am authorized by the board of directors to execute this undertaking pursuant to a resolution duly approved at the regular/special meeting held on __________ at the principal office of the corporation. I declare under the penalties of perjury, that these statements have been made in good faith, verified by me and I attest to the correctness and completeness of the declaration therein. _______________________________________ Corporate Secretary/Authorized Representative SUBSCRIBED AND SWORN TO before me on this day of ______ 20__ in _______________ Philippines, affiant exhibiting to me his/her ________ issued on _______________ at _______________. cDHAES NOTARY PUBLIC Doc. No. Page No. Book No. Series of 20__. ANNEX D Submission of Hard Copies Selected Processing Office Address SEC Headquarters (Main Office) Level 4, West Wing, Robinsons Lingkod Pinoy Center, Robinsons Galleria, Ortigas Ave., Ortigas Center, Mandaluyong City, Metro Manila SEC Bacolod Unit 10 & 11 Redkey Building corner Hernaez & Jocson Streets, Taculing, Bacolod City SEC Baguio 3/F Newtown Square, Navy Base Road, Baguio City SEC Cagayan De Oro SEC Bldg. Corner 14th and Tomasaco Del Lara Sts. Cagayan de Oro City SEC Cebu SEC Bldg. V. Rama Ave. Guadalupe, Cebu City SEC Davao 2F SDC Bldg., Ma-a Road, Brgy. Maa, Davao City SEC Iloilo SEC Bldg. Gen. Hughes St. Iloilo City SEC Legazpi 2nd Floor RDC Primeland Bldg., 1 Landco Business Park, Brgy. Capantawan, Legazpi City SEC Tacloban 2nd Floor, NEDA Building, NEDA Regional Office VIII, Candahug, Palo, Leyte 6501 SEC Tarlac 2nd Flr., Legislative Building, Tarlac City Hall, Tarlac City SEC Zamboanga SEC Bldg., San Jose Panigayan St. Zamboanga City Footnotes 1. This item shall be available in the updated version of the eAMEND Portal. As of present, this falls under Section 1.B. 2. Copy of the Amendment Forms are hereto attached as Annexes "A" to "B-3". 3. Copy of the Affidavit of Undertaking is hereto attached as Annex "C".