Mr. Joaquin T. Ortega

September 11, 1989 Mr. Joaquin T. Ortega Gov. Lucero St.,San Fernando La Union Sir : This refers to your letter dated July 31, 1989, inquiring whether a non-stock, non-profit corporation can validly transfer its principal office from the City of Manila to Quezon City without amending its by-laws. cdlex Anent thereto, your attention is invited to the provision of Section 16 of the Corporation Code which requires that any provision or matter stated in the articles of incorporation (which in your case is the principal office), may be amended by a majority vote of the board of trustees or directors and the vote or written assent of two-thirds (2/3) of the members if it be a non-stock corporation. Thus, to legally effect the said change of principal office, it is necessary that the articles of incorporation not only the by-laws shall be amended in accordance with the said provision of law. In this connection, the following documents in triplicate are required to be submitted: 1. Amended Articles of Incorporation, which must be a true copy of the original articles of incorporation, except that portion being amended which must be underscored. 2. Director's/Trustees' Certificate, duly signed by the majority of the directors/trustees, together with the Secretary, under oath, certifying that the attached copy of the amended articles of incorporation was approved by the vote of 2/3 of the members of the association and majority of the board of directors at a stated date and place of meeting. Likewise, the amount of P110.00 shall be paid to the Commission to cover the filing fee therefor. Furthermore, be informed that the amendment shall take effect only upon its approval by the Commission or from the date of filing with the Commission if not acted upon within six (6) months from date of filing for a cause not attributable to the corporation. Please be guided accordingly. Very truly yours, (SGD.) RODOLFO L. SAMARISTA Associate Commissioner