Rock Component Philippines, Inc.
SEC Opinion • Securities and Exchange Commission • Opinions • Oct 2, 1986
Full text
October 2, 1986 Rock Component Philippines, Inc. c/o Mr. Lamberto S. Castro 25 Calla Lily, St. Dominic 8 Project 6, Quezon City Gentlemen: This refers to your letter dated September 24, 1986, requesting for clarification on whether there is a need to amend the By-laws of the corporation to reflect a change in the corporate name. It appears that Load & Carry Freight, Inc. was registered with the Commission on June 25, 1981. On June 8, 1982, the corporation filed an amended articles of incorporation changing among others, its corporate name from "Load & Carry Freight, Inc." to "Rock Component Philippines, Inc.".The amended articles of incorporation was approved by the Commission on the same date. You did not amend your By-laws to reflect the change of corporate name believing that there is no need for such amendment. However, in the course of your business dealings with banking institutions you were required to submit new certificate of filing by-laws under the new corporate name. Thus, your present request for clarification. In connection therewith, Section 16 of the Corporation Code provides in part: "SECTION 16. Amendment of articles of incorporation . ... The amendment shall take effect upon its approval by the Securities and Exchange Commission or if not acted upon within six (6) months from the date of filing for a cause not attributable to the corporation".(emphasis supplied). It is very clear from the aforecited provision that any amendment to the articles of incorporation shall take effect upon approval by the Commission. Thus, considering that the amended articles of incorporation of Rock Component Philippines, Inc. (Formerly: Load & Carry Freight, Inc.) was approved by the Commission on June 8, 1982, the change of name is deemed effective as of said date. Said change of corporate name impliedly amends the corporation's name as appearing in the By-Laws. (SEC Opinion dated December 5, 1985). Hence, the corporation need not amend its By-laws in order to reflect its new corporate name. cdll Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman
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