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Amendment
CORPORATION
Amended Articles of Incorporation (For Stock and Non-Stock Corporations)
| Basic Requirements | |
| 1. | Amended Articles of Incorporation |
| 2. | Directors` or Trustees` Certificate – notarized and signed by majority of the directors or trustees and the corporate secretary, certifying (i) the amendment of the Articles of Incorporation and indicating the amended provisions, (ii) the vote of the directors or trustees and stockholders or members, (iii) the date and place of the stockholders` or members` meeting; and (iv) the tax identification number of the signatories which shall be placed below their names |
| 3. | Notarized Secretary`s Certificate on no pending case of intra-corporate dispute |
| 4. | Compliance Monitoring Division (CMD) Clearance and/or clearance from other Department of the Commission* |
| Additional Requirements | |
| 1. |
Endorsement/clearance from other government agencies, if applicable if the provision to be amended is the corporate name, submit: a. Name Verification Slip b. Affidavit of a director, trustees or officer undertaking to change corporate name.(Not required if already stated in the Al) |
Amended By-Laws (For Stock and Non-Stock Corporations)
| 1. | Amended By-laws; and |
| 2. | Directors’ or Trustees’ Certificate – notarized and signed by majority of the directors or trustees and the corporate secretary, certifying (i) the amendment of the By-laws, indicating the amended provisions, (ii) the vote of the directors or trustees and stockholders or members, (iii) the date and place of the stockholders’ or members’ meeting, and (iv) the tax identification number of the signatories which shall be placed below their names |
| 3. | Notarized Secretary’s Certificate on no pending case of intra-corporate dispute |
| 4. | Compliance Monitoring Division (CMD) Clearance and/or clearance from other Department of the Commission* |
Amendment of One Person Corporation
| Basic Requirements | |
| 1. | Cover Sheet |
| 2. | OPC Resolution stating the name of the single stockholder, corporate name, amended provision/s including the date and place of signing. The OPC resolution MUST be signed by the single stockholder and Corporate Secretary under oath. |
| 3. | Amended Articles of Incorporation reflecting the proposed amendments with the date of meeting indicated therein |
| 4. | Clearance from the Compliance Monitoring Division (CMD) |
| Additional Requirements | |
| a. |
For change of corporate name i. Submit Name Verification Slip ([email protected]) ii. Submit undertaking to change corporate name (not required if the Articles of Incorporation has a provision on this commitment) |
| b. |
For amendment/change of the single stockholder i. Notarized Deed of Assignment reflecting the transfer of shares to the new stockholder ii. Certificate Authorizing Registration (CAR) issued by the BIR representing the transfer of shares |
Increase of Authorized Capital Stock
| 1. | Certificate of Increase of Capital Stock signed by majority of the directors and certified by Chairman and Corporate Secretary of the stockholders meeting |
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| 2. | Treasurer’s Affidavit certifying the increase of capital stock, the amount subscribed and the amount received as payment thereto |
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| 3. | List of stockholders as of the date of the meeting approving the increase, showing the nationalities of the subscribers and their respective subscribed and paid-up capital in the existing authorized capital stock certified by the corporate secretary |
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| 4. | Amended Articles of Incorporation; |
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| 5. | Notarized Secretary’s Certificate on no pending case of intra-corporate dispute |
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| 6. | Directors Certificate – notarized and signed by majority of the directors and the corporate secretary certifying (i) the amendment of the Articles of Incorporation increasing the authorized capital stock, (ii) the votes of the directors and the stockholders, (iii) the date and place of the stockholders’ meeting (iv) the tax identification number of the signatories which shall be placed below their names |
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| 7. | Notarized Secretary’s Certificate attesting that non-subscribing stockholders have waived their pre-emptive rights or attesting the resolution of the stockholders representing at least 2/3 of the outstanding capital stock approving the issuance of shares in exchange for a property or previously incurred indebtedness of the corporation. |
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| 8. | If the foreign equity is increased to more than 40%, compliance with registration under Foreign Investments Act |
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| 9. | Monitoring Clearance from Financial Analysis and Audit Division (FAAD) or, if available, a copy of updated Monitoring Clearance from Compliance Monitoring Division (CMD) and/or clearance from other Department of the Commission or other government agencies, if applicale. |
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| 10. | Endorsement/clearance from other governmen agencies,if applicable. |
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| Additional Requirements Depending on the Kind of Payment on Subscription | ||
Increase of Authorized Capital Stock - One Person Corporation
| 1. | Certificate of Increase of Authorized Capital Stock; |
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| 2. | Subscription Contract |
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| 3. | Treasurer’s Affidavit |
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| 4. | Resolution |
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| 5. | Form for Appointment of Officers >>Additional Requirements Depending on the Kind of Payment on Subscription |
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Decrease of Authorized Capital Stock
| Basic Requirements | |
| 1. | Cover Sheet |
| 2. | Certificate of Decrease of Capital Stock |
| 3. | Directors’ Certificate – a notarized document signed by majority of the directors and Corporate Secretary certifying the amendment of the Articles of Incorporation to decrease the authorized capital, the votes of the directors and the stockholders thereto, and the date and place of the stockholders meeting |
| 4. | Amended Articles of Incorporation |
| Additional Requirements | |
| 1. | Audited financial statements as of the last fiscal year stamped received by BIR and SEC |
| 2. | Long-form audit report of item no. 1 (if it involves return of capital) |
| 3. | List of creditor/s (if it involves return of capital certified by the auditor of certified under oath by the company accountant and written consent of each creditor |
| 4. | List of stockholders showing the names, nationalities, and their subscribed and paid-up before and after the decrease certified under oath by the Corporate Secretary |
| 5. | Publisher’s affidavit of the publication of the decrease of capital (once in a newspaper of general circulation) |
| 6. | Notarized Secretary’s Certificate that no pending case involving intra-corporate dispute |
| 7. | Monitoring Clearance from Financial Analysis and Audit Division (FAAD) or, if available, a copy of updated Monitoring Clearance from Compliance Monitoring Division (CMD) and/or clearance from other Department of the Commission or other government agencies, if applicable. |
| 8. | Others |
PARTNERSHIP
Amended Articles of Partnership - (Amendment of Partnership Name)
| 1. | Name Verification Slip |
| 2. | Amended Articles of Partnership showing the amendment of Partnership Name; |
| 3. | Affidavit of a partner to change partnership name (not required if already reflected in the original Articles of Partnership) |
| 4. | Endorsement/clearance from other government agencies, if applicable |
Amended Articles of Partnership - (Change of Partners and Other Amendments)
| 1. | Amended Articles of Partnership; and |
| 2. | Deed of Assignment of partnership interest and or documents showing withdrawal, resignation, retirement and death of a partner |
Dissolution of Partnership
| 1. | Articles of Dissolution or Affidavit of Dissolution |
| 2. | BIR Tax Clearance |
FOREIGN CORPORATION
Amendment of License/Conversion of License of Foreign Corporations
| Basic Requirements | |
| 1. | Petition for Amendment/Conversion of license |
| 2. | Authenticated copy of the Board Resolution approving the amendments/conversion |
| 3. | Monitoring/Clearance from appropriate Department of the Commission* |
| 4. | Endorsement/Clearance from appropriate government agencies |
| 5. | Endorsement/Clearance from the Board of Investments (for RHQ and ROHQ) |
| Additional Requirements for Amendment of Corporate Name | |
| 1. | Name Verification Slip |
| 2. | Affidavit of a Director/Resident Agent/Local Agent undertaking to change the new name |
| 3. | Authenticated copy of Amended Articles/By-laws of Incorporation/Association with an English translation if in foreign language other than English |
| Additional Requirement for Conversion of License to Stock Branch Office (DME) and ROHQ | |
| 1. | Proof of compliance with the minimum assigned capital/remittance |
| 2. | Application Form (not required if Petition contains all the items in the prescribed Application Form) |
Change of Resident Agent
| 1. | Petition for Change of Resident Agent (RA) |
| 2. | Authenticated copy of the Board Resolution approving the change/appointment of RA |
| 3. | Acceptance by the new RA (not required if RA is the signatory to the Petition) |
| 4. | Monitoring/Clearance from appropriate SEC Department/Division |
| 5. | Endorsement/Clearance from appropriate government agencies |
Withdrawal of License
| 1. | Petition for withdrawal of License; |
| 2. | Authenticated copy of the Board Resolution authorizing the withdrawal of license |
| 3. |
Audited Financial Statements (AFS) a. as of the last fiscal year b. stamped received by the BIR and SEC |
| 4. | List of creditors, if any, and their consent, OR notarized certification as to non-existence of creditors (Note: to be verified against the AFS) |
| 5. | Original license issued by SEC |
| 6. | Publisher’s affidavit evidencing the publication of the notice of withdrawal ( once a week for three [3] consecutive weeks ) |
| 7. | Endorsement/Clearance from the Board of Investments (for RHQ and ROHQ) |
| 8. | Endorsement/Clearance from appropriate government agencies |
| 9. | BIR Tax Clearance |
For Financial Analysis and Audit Department – Financial Amendments and Compliance Division
Certification of Paid-up Capital / Capital Structure / Percentage of Ownership / Capital Contribution
| A. | For Philippine National Domestic Corporations | |||
| 1. | Basic Requirements: | |||
| a) | Combined Notarized Secretary’s Certificate on: | |||
| (1) | Request for Certification; | |||
| (2) | List of stockholders showing the present capital structure of the Company (Names of stockholders, nationality, no. of shares and amount subscribed, amount of paid-up capital); and | |||
| (3) | non-existence of intra-corporate dispute | |||
| b) | FAAD Monitoring Clearance/ Clearances from other departments of SEC (Requested via eWatch | |||
| c) | Audited Financial Statements as of the last fiscal year, duly received by BIR and SEC, if not yet submitted | |||
| 2. | Additional Requirements: | |||
| a) | Audited Interim Financial Statements. If there is/are payment/s to unpaid subscription/s or additional issuance/s of shares not covered by item no. 1(c) of the basic requirements through cash infusion. | |||
| Note: | If the subscription payment is made through means other than cash infusion, an application for confirmation of valuation must be first submitted. | |||
| 3. | For Certificate of Percentage of Ownership | |||
| a) | Stock and transfer book of the corporation (to be presented for verification) | |||
| B. | Philippine National Domestic Partnerships | |||
| 1. | Letter request signed by company officer/ partner/ duly authorized representative | |||
| Note: | ||||
| > | Templates for Unified Certifications are downloadable through the SEC website | |||
| Go to: SEC Website → Home Page → Forms and Fees Tab → Primary Registration → Financial Analysis and Audit Department (FAAD) Forms | ||||
| > | Documents initially submitted via email / iMessage portal must be in electronic form (e.g., PDF format) | |||
Increase of Authorized Capital Stock through for Domestic Stock Corporations Classified as Philippine National (Other than OPC)
| A. | Basic Documentary Requirements | |||
| 1. | Unified Certification for Increase of Capital Stock certified under oath by the Chairman and Secretary of the stockholders meeting, at least majority of the board of directors, and the Corporate Secretary on: | |||
| a) | Certificate of Increase of Capital Stock; | |||
| b) | Director’s Certificate; | |||
| c) | List of stockholders of record as of date of meeting approving the increase, indicating their nationalities and their respective subscribed and paid-up capital on the present authorized capital stock; | |||
| d) | Non-existence of intra-corporate dispute; and | |||
| e) | Waiver of pre-emptive rights of non-subscribing shareholders | |||
| 2. | Treasurer’s Affidavit | |||
| 3. | Amended Articles of Incorporation | |||
| B. | Clearance / Endorsement | |||
| 1. | FAAD Monitoring Clearance/ Clearances from other departments of SEC (Requested via eWatch) | |||
| 2. | Clearance and/or Endorsement from Other Government Agencies, if applicable: | |||
| a) | Bangko Sentral ng Pilipinas (BSP) Endorsement / Clearance – Entities regulated by BSP such as but not limited to Banks, Pawnshops and other Financial Intermediaries with Quasi-Banking Functions, Money Changer, Remittance Services,Operator of Designated Payment System. | |||
| b) | Insurance Commission (IC) Endorsement / Clearance – Entities regulated by IC such as but not limited to Insurance Companies, Health Maintenance Organization, Life Insurance Companies, Non-Life Insurance Companies, Pre-Need, Insurance Broker, and Reinsurance Broker. | |||
| C. | Additional Requirements depending on the mode of payment / consideration | |||
| 1. | Cash | |||
| a) | A subscription contract, executed under oath among subscriber/s, Treasurer and President for the corporation, stating the number of additional shares subscribed to and paid for, unless required to submit a Special Audit Report | |||
| b) | Special Audit Report in accordance with SEC Memorandum Circular No. 6 Series of 2008 – Guidelines on on-site verification of financial records relative to certain applications filed with the Commission, in case of: | |||
| (1) | Listed companies; | |||
| (2) | Public companies defined in the Securities Regulation Code; | |||
| (3) | Companies that offer or sell securities to the public; | |||
| (4) | Companies with secondary license; | |||
| (5) | Others, pursuant to item no. 2 of SEC MC No. 6 of 2026 | |||
| Note: If the cash infusion is already reflected in the latest audited financial statements, item 1(a) and 1(b) may be dispensed with | ||||
| 2. | Cash (For Rural Banks) | |||
| a) | Notarized Certification on payment for subscriptions to be signed by majority of the rural bank’s Board of Directors in accordance with the form required by BSP | |||
| b) | List of stockholders of record showing their respective subscribed and paid-up amount before and after the increase and the list of subscribers to the increase with their respective subscription and payment as presented and approved by BSP annexed to the notarized certification | |||
| 3. | Conversion of Advances/ Liabilities/ Deposit for Future Stock Subscription (DFFS) into Equity | |||
| a) | Special Audit Report in accordance with SEC Memorandum Circular No. 6 Series of 2008 – Guidelines on on-site verification of financial records relative to certain applications filed with the Commission; or | |||
| b) | A notarized Certification executed under oath by the Treasurer or Finance Officer, If the advances / liabilities / DFFS subject of conversion are already reflected in the latest audited financial statements | |||
| c) | Deed of Assignment of Advances/ Liabilities / DFFS | |||
| 4. | Stock Dividend Declaration | |||
| a) | Combined Notarized Secretary Certificate: | |||
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i. List of stockholders entitled to stock dividend with their respective outstanding shares and the allocation of stock dividend certified by the corporate secretary ii. Secretary’s Certificate that on the basis of the computation of the Finance Officer, the allocation of stock dividends as indicated in the Certificate of Increase is in proportion to the shareholdings of stockholders as of date of meeting approving the dividend declaration or as of record date and the treatment of resulting fractional shares, if any, are true and correct iii. Secretary’s Certificate on the Board Resolution approving the reversal of appropriated Retained Earnings, in case the same is not yet reflected in the latest required Audited Financial Statements |
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| b) | Reconciliation of Retained Earnings in accordance with SEC Memorandum Circular No 16 Series of 2023 | |||
| 5. | Land, buildings/ condominium units | |||
| a) | Detailed schedule of property showing the registered owner, location, area, TCT/ CCT no., tax declaration number and the basis of transfer value (market value, assessed value or zonal value) certified by the company accountant/ treasurer, or any finance officer of the applicant corporation – 1 original copy, 1 photocopy, and 1 electronic copy, and 1 soft copy (in excel file) | |||
| b) | Copy of TCT/ CCT electronically certified and issued by Register of Deeds and latest required tax declaration sheet certified Assessor’s Office | |||
| c) | Appraisal report by a licensed real estate appraiser, if transfer value is based on appraisal value (not more than 6 months old) | |||
| d) | Deed of Assignment with | |||
| (1) | Certification that the improvements are existing and in good condition, if applicable; and | |||
| (2) | Undertaking that the corporation will submit the required proof of transfer within the prescribed period | |||
| e) | If property is mortgaged, submit mortgagee/creditor’s certification on the outstanding loan balance and his/her written consent to the transfer of property | |||
| f) | For assignment of buildings where assignor is not the owner of the land, submit the lease contract on the land and consent of the land owner to the transfer | |||
| 6. | Untitled Lands | |||
| a) | Certification of the Barangay Chairman where the property is located, and at least two (2) adjoining property owners or possessors, attesting that the subject land had been in the possessor’s open, peaceful, continuous and uninterrupted exclusive possession in the concept of an owner for at least twenty (20) years and the possessor had introduced improvements thereon, if any | |||
| b) | Duplicate original or certified true copies of the tax declaration sheets | |||
| c) | Latest realty tax receipts | |||
| d) | Affidavit by the transferor attesting continuous and open possession of the property is located | |||
| e) | Affidavit of Non-Tenancy executed by Barangay Chairman of place where the property is located | |||
| f) | Duplicate original or certified true copies of any deed, conveyance, mortgage, lease or other voluntary instrument affecting the property recorded in the Register of Deeds for the province of city where the land is situated | |||
| g) | Affidavit executed by the transferor attesting to the: | |||
| (1) | Existence (or non-existence) of easements over the untitled property | |||
| (2) | Kind/description of the easement and its location; and | |||
| (3) | Whether the transferor is the dominant estate or the servient estate, by virtue of such easements | |||
| h) | Under oath undertaking of the transferor/ subscriber to answer for any liability that the corporation might incur by virtue of the acceptance of said property as paid-up capital | |||
| i) | Clearance or certification from the Department of Agrarian Reform (DAR) attesting to the following: | |||
| (1) | There is no other claimant to the untitled land | |||
| (2) | It has not issued any Certificate of Land Ownership Award (CLOA) over the property to any other party; or | |||
| (3) | The land is exempt from the coverage of the Comprehensive Agrarian Reform Program (CARP) | |||
| j) | Blue Print Survey of the Plan as approved by the Bureau of Lands | |||
| k) | Detailed schedule of the property showing its registered owner, location, area, tax declaration number and the basis of transfer value (market value/ assessed value / zonal value or appraised value by the company accountant/ treasurer, or any finance officer of the applicant corporation | |||
| l) | Latest zonal valuation certified by BIR, if transfer value is based on zonal value | |||
| m) | Appraisal report by a licensed real estate appraiser, if transfer value is based on appraised value (not more than 6 month old) | |||
| n) | Deed of Assignment with undertaking to submit certified true copy of the original certificate of title in the name of the transferee-corporation within one (1) year from the date of receipt of the approval of the application | |||
| 7. | Inventories/ Furniture/ Personal Properties | |||
| a) | Detailed schedule of property showing the description and the basis of transfer value (market value or book value) certified by the company accountant/ treasurer, or any finance officer of the applicant corporation | |||
| b) | Special Audit Report by an Independent CPA on the verification and valuation of property, if transfer value is based on book value | |||
| c) | Deed of Assignment with Certification that the improvements are existing and in good condition, if applicable | |||
| 8. | Heavy Equipment and Machinery | |||
| a) | Detailed schedule of the property showing the description and the transfer value certified by the company accountant – 1 original copy and 1 photocopy and 1 electronic copy | |||
| b) | Appraisal report by a licensed appraiser (not more than 6-month old) | |||
| c) | Deed of Assignment with Certification from the transferor stating that the properties are existing and in good condition | |||
| NOTE: In case the heavy equipment and machinery qualify as real property as defined under the New Civil Code. The following shall also be submitted: | ||||
| d) | Copy of the latest required Tax Declaration Sheet certified by the Assessor’s Office | |||
| e) | Copy of the TCT / CCT of the land on which the heavy equipment and machinery are located certified by the Register of Deeds | |||
| f) | Where assignor is not the owner of the land on which the heavy equipment and machinery are located, submit the lease contract on the land and consent of the land owner to the transfer | |||
| 9. | Shares of Stock | |||
| a) | Audited Financial Statements of the investee company as of the last fiscal year duly received by BIR and SEC, if basis of transfer value is book value | |||
| b) | Detailed schedule of the shares of stock showing the stockholder, stock certificate number, no. of shares and the basis of transfer value (market or book value), certified by the company accountant – 1 original copy and 1 photocopy and 1 electronic copy, and 1 soft copy (excel file) | |||
| c) | Deed of Assignment with Undertaking that the corporation will submit the required proof of transfer within the prescribed period | |||
| d) | Certification by the Corporate Secretary of the investee company that the shares are outstanding in the name of the assign or | |||
| e) | Photocopy of the stock certificate (present original for verification) | |||
| f) | Latest market price quotation in the newspaper or certification from the stock exchange/broker as to latest market price of the shares of stock (if listed in the Stock Exchange) | |||
| 10. | Motor Vehicles | |||
| a) | Detailed schedule of the motor vehicle showing the registered owner, make/model, plate number, chassis number, motor number, certificate of registration number and market value certified by the company accountant – 1 original copy and 1 photocopy and 1 electronic copy | |||
| b) | Photocopy of certificate of registration and official receipt of annual registration fee (present original for verification) | |||
| c) | Appraisal report by licensed appraiser (not more than 6 month old) | |||
| d) | Deed of Assignment with: | |||
| (1) | Affidavit of undertaking to submit the required proof of transfer within the prescribed period; and | |||
| (2) | Certification from the transferor that the motor vehicles are existing and in good running condition | |||
| 11. | Sea Vessel / Aircraft | |||
| a) | Detailed schedule of vessel/aircraft showing registered Owner, registry number, technical description and appraised value certified by the company accountant – 1 original copy and 1 photocopy and 1 electronic copy | |||
| b) | Certified true copy of the certificate of ownership | |||
| c) | Appraisal report by licensed appraiser (not more than 6 month old) | |||
| d) | Certificate of seaworthiness/airworthiness issued by appropriate government agency | |||
| e) | Deed of Assignment with undertaking to submit the required proof of transfer within the prescribed period | |||
| 12. | Intangibles | |||
| a) | Detailed Schedule of Intangibles – 1 original copy and 1 photocopy and 1 electronic copy | |||
| b) | Photocopy of System Purchase Agreement or any proof of ownership (for software) | |||
| c) | Copy of Certificate of Registration of Intellectual Property Rights and mining permit for mining claims/rights | |||
| d) | Appraisal report by an accredited appraisal company or by a licensed Filipino mining engineer for mining claims/rights (not more than 6 months old) | |||
| e) | Deed of Assignment with undertaking to submit proof of transfer of ownership within the prescribed period | |||
| 13. | Net Assets | |||
| a) | Audited financial statements of single proprietorship/ partnership/ division of corporation (for spin-off) as of last fiscal year | |||
| b) | Deed of Assignment of the assets and liabilities with undertaking to submit the required proof of transfer within the prescribed period | |||
| c) | List of creditors with the amount due to each creditor as of date of the AFS certified by the auditor or certified under oath by the company accountant and written consent of creditors | |||
| d) | Detailed schedule of properties with certificate of registration/titles and their respective book values certified by the company accountant | |||
| e) | Photocopy of the certificate of registration of the motor vehicles (present original for verification) | |||
| f) | Copy of TCT/CCT electronically certified and issued by the Register of Deeds and tax declaration sheets certified by the Assessor’s Office | |||
| g) | Photocopy of stock certificates (present original for verification) | |||
| h) | DTI Certificate of Registration (for single proprietorship) | |||
| Note: | ||||
| > | Templates for Unified Certifications, Deed of Assignment, and Detailed Schedules are downloadable through the SEC website | |||
| Go to: SEC Website → Home Page → Forms and Fees Tab → Primary Registration → Financial Analysis and Audit Department (FAAD) Forms | ||||
| > | Documents initially submitted via email / eAmend portal must be in electronic form (e.g., PDF format) | |||
| > | Detailed Schedules must be submitted in both PDF and Excel formats | |||
| > | Once the application is determined to be compliant, the client must submit one (1) original copy and one (2) photocopies of the documents | |||
Increase of Capital Stock - One Person Corporations (OPC) via CASH ONLY (Simple Processing)
| A. | Basic Documentary Requirements | |||
| 1. | Cover sheet – 1 electronic copy | |||
| 2. | Unified Certification and Subscription Contract for Increase In Authorized Capital Stock certified under oath by the Sole Director, Corporate Secretary and Treasurer – system generated form | |||
| 3. | Amended Articles of Incorporation | |||
| 4. | FAAD Monitoring Clearance/ Clearances from other departments of SEC (Requested via eWatch) | |||
| B. | Additional Requirements, if applicable: | |||
| 1. | Special Audit Report in accordance with SEC Memorandum Circular No. 6 Series of 2008 – Guidelines on on-site verification of financial records relative to certain applications filed with the Commission, if: | |||
| a) | Companies with secondary license; | |||
| b) | Others, pursuant to item no. 2 of SEC MC No. 6 of 2026 | |||
Increase of Authorized Capital Stock - One Person Corporation (OPC) - Other than Cash (Regular Processing)
| A. | Basic Documentary Requirement | |||
| 1. | Unified Certification for Certificate of Increase of Capital Stock certified under oath by the Sole Director and Corporate Secretary; | |||
| a) | Certificate of Increase of Capital Stock; | |||
| b) | OPC Resolution; | |||
| c) | Schedule of Capital Structure as of date of OPC Resolution, indicating the nationality, no. of shares and amount subscribed, and paid-up capital on the present authorized capital stock; and | |||
| d) | Non-existence of intra-corporate dispute | |||
| 2. | Treasurer’s Affidavit | |||
| 3. | Amended Articles of Incorporation | |||
| 4. | FAAD Monitoring Clearance/ Clearances from other departments of SEC (Requested via eWatch) | |||
| B. | Additional Requirements depending on the mode of payment / consideration | |||
| 1. | Conversion of Advances/ Liabilities/ Deposit for Future Stock Subscription (DFFS) into Equity | |||
| a) | Special Audit Report in accordance with SEC Memorandum Circular No. 6 Series of 2008 – Guidelines on on-site verification of financial records relative to certain applications filed with the Commission; or | |||
| b) | A notarized Certification executed under oath by the Treasurer or Finance Officer, If the advances / liabilities / DFFS subject of conversion are already reflected in the latest audited financial statements | |||
| c) | Deed of Assignment of Advances/ Liabilities / DFFS | |||
| 2. | Stock Dividend Declaration | |||
| a) | Combined Notarized Secretary Certificate: | |||
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i. List of stockholders entitled to stock dividend with their respective outstanding shares and the allocation of stock dividend certified by the corporate secretary ii. Secretary’s Certificate that on the basis of the computation of the Finance Officer, the allocation of stock dividends as indicated in the Certificate of Increase is in proportion to the shareholdings of stockholders as of date of meeting approving the dividend declaration or as of record date and the treatment of resulting fractional shares, if any, are true and correct iii. Secretary’s Certificate on the Board Resolution approving the reversal of appropriated Retained Earnings, in case the same is not yet reflected in the latest required Audited Financial Statements |
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| b) | Reconciliation of Retained Earnings in accordance with SEC Memorandum Circular No. 16 Series of 2023 | |||
| 3. | Land, buildings/ condominium units | |||
| a) | Detailed schedule of property showing the registered owner, location, area, TCT/ CCT no., tax declaration number and the basis of transfer value (market value, assessed value or zonal value) certified by the company accountant/ treasurer, or any finance officer of the applicant corporation – 1 original copy, 1 photocopy, and 1 electronic copy, and 1 soft copy (in excel file) | |||
| b) | Copy of TCT/ CCT electronically certified and issued by Register of Deeds and latest required tax declaration sheet certified Assessor’s Office | |||
| c) | Appraisal report by a licensed real estate appraiser, if transfer value is based on appraisal value (not more than 6 months old) | |||
| d) | Deed of Assignment with | |||
| (1) | Certification that the improvements are existing and in good condition, if applicable | |||
| (2) | Undertaking that the corporation will submit the required proof of transfer within the prescribed period | |||
| e) | If property is mortgaged, submit mortgagee/creditor’s certification on the outstanding loan balance and his/her written consent to the transfer of property | |||
| f) | For assignment of buildings where assignor is not the owner of the land, submit the lease contract on the land and consent of the land owner to the transfer | |||
| 4. | Untitled Lands | |||
| a) | Certification of the Barangay Chairman where the property is located, and at least two (2) adjoining property owners or possessors, attesting that the subject land had been in the possessor’s open, peaceful, continuous and uninterrupted exclusive possession in the concept of an owner for at least twenty (20) years and the possessor had introduced improvements thereon, if any | |||
| b) | Duplicate original or certified true copies of the tax declaration sheets | |||
| c) | Latest realty tax receipts | |||
| d) | Affidavit by the transferor attesting continuous and open possession of the property is located | |||
| e) | Affidavit of Non-Tenancy executed by Barangay Chairman of place where the property is located | |||
| f) | Duplicate original or certified true copies of any deed, conveyance, mortgage, lease or other voluntary instrument affecting the property recorded in the Register of Deeds for the province of city where the land is situated | |||
| g) | Affidavit executed by the transferor attesting to the: | |||
| (1) | Existence (or non-existence) of easements over the untitled property; | |||
| (2) | Kind/description of the easement and its location; and | |||
| (3) | Whether the transferor is the dominant estate or the servient estate, by virtue of such easements | |||
| h) | Under oath undertaking of the transferor/ subscriber to answer for any liability that the corporation might incur by virtue of the acceptance of said property as paid-up capital | |||
| i) | Clearance or certification from the Department of Agrarian Reform (DAR) attesting to the following: | |||
| (1) | There is no other claimant to the untitled land | |||
| (2) | It has not issued any Certificate of Land Ownership Award (CLOA) over the property to any other party or | |||
| (3) | The land is exempt from the coverage of the Comprehensive Agrarian Reform Program (CARP) | |||
| j) | Blue Print Survey of the Plan as approved by the Bureau of Lands | |||
| k) | Detailed schedule of the property showing its registered owner, location, area, tax declaration number and the basis of transfer value (market value/ assessed value / zonal value or appraised value by the company accountant/ treasurer, or any finance officer of the applicant corporation | |||
| l) | Latest zonal valuation certified by BIR, if transfer value is based on zonal value | |||
| m) | Appraisal report by a licensed real estate appraiser, if transfer value is based on appraised value (not more than 6 month old) | |||
| n) | Deed of Assignment with undertaking to submit certified true copy of the original certificate of title in the name of the transferee-corporation within one (1) year from the date of receipt of the approval of the application | |||
| 5. | Inventories/ Furniture/ Personal Properties | |||
| a) | Detailed schedule of property showing the description and the basis of transfer value (market value or book value) certified by the company accountant/ treasurer, or any finance officer of the applicant corporation | |||
| b) | Special Audit Report by an Independent CPA on the verification and valuation of property, if transfer value is based on book value | |||
| c) | Deed of Assignment with Certification that the improvements are existing and in good condition, if applicable | |||
| 6. | Heavy Equipment and Machinery | |||
| a) | Detailed schedule of the property showing the description and the transfer value certified by the company accountant – 1 original copy and 1 photocopy and 1 electronic copy | |||
| b) | Appraisal report by a licensed appraiser (not more than 6-month old) | |||
| c) | Deed of Assignment with Certification from the transferor stating that the properties are existing and in good condition | |||
| NOTE: In case the heavy equipment and machinery qualify as real property as defined under the New Civil Code. The following shall also be submitted: | ||||
| d) | Copy of the latest required Tax Declaration Sheet certified by the Assessor’s Office | |||
| e) | Copy of the TCT / CCT of the land on which the heavy equipment and machinery are located certified by the Register of Deeds | |||
| f) | Where assignor is not the owner of the land on which the heavy equipment and machinery are located, submit the lease contract on the land and consent of the land owner to the transfer | |||
| 7. | Shares of Stock | |||
| a) | Audited Financial Statements of the investee company as of the last fiscal year duly received by BIR and SEC, if basis of transfer value is book value | |||
| b) | Detailed schedule of the shares of stock showing the stockholder, stock certificate number, no. of shares and the basis of transfer value (market or book value), certified by the company accountant – 1 original copy and 1 photocopy and 1 electronic copy, and 1 soft copy (excel file) | |||
| c) | Deed of Assignment with Undertaking that the corporation will submit the required proof of transfer within the prescribed period) | |||
| d) | Certification by the Corporate Secretary of the investee company that the shares are outstanding in the name of the assignor | |||
| e) | Photocopy of the stock certificate (present original for verification) | |||
| f) | Latest market price quotation in the newspaper or certification from the stock exchange/broker as to latest market price of the shares of stock (if listed in the Stock Exchange) | |||
| 8. | Motor Vehicles | |||
| a) | Detailed schedule of the motor vehicle showing the registered owner, make/model, plate number, chassis number, motor number, certificate of registration number and market value certified by the company accountant – 1 original copy and 1 photocopy and 1 electronic copy | |||
| b) | Photocopy of certificate of registration and official receipt of annual registration fee (present original for verification) Appraisal report by licensed appraiser (not more than 6 month old) | |||
| c) | Deed of Assignment with: | |||
| (1) | Affidavit of undertaking to submit the required proof of transfer within the prescribed period | |||
| (2) | Certification from the transferor that the motor vehicles are existing and in good running condition | |||
| 9. | Sea Vessel/ Aircraft | |||
| a) | Detailed schedule of vessel/aircraft showing registered Owner, registry number, technical description and appraised value certified by the company accountant – 1 original copy and 1 photocopy and 1 electronic copy | |||
| b) | Certified true copy of the certificate of ownership | |||
| c) | Appraisal report by licensed appraiser (not more than 6 month old | |||
| d) | Certificate of seaworthiness/airworthiness issued by appropriate government agency | |||
| e) | Deed of Assignment with undertaking to submit the required proof of transfer within the prescribed period | |||
| 10. | Intangibles | |||
| a) | Detailed Schedule of Intangibles – 1 original copy and 1 photocopy and 1 electronic copy | |||
| b) | Photocopy of System Purchase Agreement or any proof of ownership (for software) | |||
| c) | Copy of Certificate of Registration of Intellectual Property Rights and mining permit for mining claims/rights | |||
| d) | Appraisal report by an accredited appraisal company or by a licensed Filipino mining engineer for mining claims/rights (not more than 6 months old) | |||
| e) | Deed of Assignment with undertaking to submit proof of transfer of ownership within the prescribed period | |||
| 11. | Net Assets | |||
| a) | Audited financial statements of single proprietorship/ partnership/ division of corporation (for spin-off) as of last fiscal year | |||
| b) | Deed of Assignment of the assets and liabilities with undertaking to submit the required proof of transfer within the prescribed period | |||
| c) | List of creditors with the amount due to each creditor as of date of the AFS certified by the auditor or certified under oath by the company accountant and written consent of creditors | |||
| d) | Detailed schedule of properties with certificate of registration/titles and their respective book values certified by the company accountant | |||
| e) | Photocopy of the certificate of registration of the motor vehicles (present original for verification) | |||
| f) | Copy of TCT/CCT electronically certified and issued by the Register of Deeds and tax declaration sheets certified by the Assessor’s Office | |||
| g) | Photocopy of stock certificates (present original for verification) | |||
| h) | DTI Certificate of Registration (for single proprietorship) | |||
| Note: | ||||
| > | Templates for Unified Certifications, Deed of Assignment, and Detailed Schedules are downloadable through the SEC website | |||
| Go to: SEC Website → Home Page → Forms and Fees Tab → Primary Registration → Financial Analysis and Audit Department (FAAD) Forms | ||||
| > | Documents initially submitted via email / eAmend portal must be in electronic form (e.g., PDF format) | |||
| > | Detailed Schedules must be submitted in both PDF and Excel formats | |||
| > | Once the application is determined to be compliant, the client must submit one (1) original copy and one (2) photocopies of the documents | |||
Decrease of Authorized Capital Stock
| A. | Basic Documentary Requirements | |||
| 1. | Unified Certification for Decrease of Capital Stock certified under oath by the Chairman and Secretary of the stockholders meeting, at least majority of the board of directors, and the Corporate Secretary on: | |||
| a) | Certificate of Decrease of Capital Stock; | |||
| b) | Director’s Certificate; | |||
| c) | List of stockholders of record as of date of meeting approving the decrease, indicating their nationalities and their respective subscribed and paid-up capital on the present authorized capital stock; and | |||
| d) | Non-existence of intra-corporate dispute | |||
| 2. | Amended Articles of Incorporation | |||
| 3. | Treasurer’s Certification, attesting the following: | |||
| a) | complete list of creditors as of last fiscal year; | |||
| b) | that all creditors have been duly informed of the decrease of capital stock; | |||
| c) | that no opposition from any creditor has been received; and | |||
| d) | that the decrease of capital stock is undertaken for a valid and legitimate purpose and is not intended to defraud creditors | |||
| 4. | Publisher’s affidavit of the publication of the decrease of capital (once in a newspaper of general circulation) | |||
| 5. | Interim Financial Statements certified under oath by the President and Treasurer – In case the treasury shares subject of retirement is not reflected in the latest required Audited Financial Statements | |||
| B. | Clearance / Endorsement | |||
| 1. | FAAD Monitoring Clearance/ Clearances from other departments of SEC (Requested via eWatch) | |||
| 2. | Clearance and/or Endorsement from Other Government Agencies, if applicable: | |||
| a) | Bangko Sentral ng Pilipinas (BSP) Endorsement / Clearance – Entities regulated by BSP such as but not limited to Banks, Pawnshops and other Financial Intermediaries with Quasi-Banking Functions, Money Changer, Remittance Services,Operator of Designated Payment System | |||
| b) | Insurance Commission (IC) Endorsement / Clearance – Entities regulated by IC such as but not limited to Insurance Companies, Health Maintenance Organization, Life Insurance Companies, Non-Life Insurance Companies, Pre-Need, Insurance Broker, and Reinsurance Broker | |||
| Note: | ||||
| > | The template for Unified Certification is downloadable through the SEC website | |||
| Go to: SEC Website → Home Page → Forms and Fees Tab → Primary Registration → Financial Analysis and Audit Department (FAAD) Forms | ||||
| > | Documents initially submitted via email / eAmend portal must be in electronic form (e.g., PDF format) | |||
| > | Once the application is determined to be compliant, the client must submit one (1) original copy and one (2) photocopies of the documents | |||
Reclassification / Declassification / Conversion / Change in par value of Shares
| A. | Basic Documentary Requirements | |||
| 1. | Directors’ certificate certified under at least majority of the board of directors, and the Corporate Secretary on: | |||
| 2. | Amended Articles of Incorporation | |||
| 3. | Combined Notarized Secretary’s Certificate on: | |||
| a) | List of stockholders showing the names, nationalities and stockholdings before and after the reclassification/ declassification/ conversion/ change in par value; | |||
| b) | Treatment on resulting fractional shares; and | |||
| c) | Non-existence of intra-corporate dispute | |||
| B. | Clearance / Endorsement | |||
| 1. | FAAD Monitoring Clearance/ Clearances from other departments of SEC (Requested via eWatch) | |||
| 2. | Clearance and/or Endorsement from Other Government Agencies, if applicable: | |||
| a) | Bangko Sentral ng Pilipinas (BSP) Endorsement / Clearance – Entities regulated by BSP such as but not limited to Banks, Pawnshops and other Financial Intermediaries with Quasi-Banking Functions, Money Changer, Remittance Services,Operator of Designated Payment System | |||
| b) | Insurance Commission (IC) Endorsement / Clearance – Entities regulated by IC such as but not limited to Insurance Companies, Health Maintenance Organization, Life Insurance Companies, Non-Life Insurance Companies, Pre-Need, Insurance Broker, and Reinsurance Broker | |||
| Note: | ||||
| > | The template for Unified Certification is downloadable through the SEC website | |||
| Go to: SEC Website → Home Page → Forms and Fees Tab → Primary Registration → Financial Analysis and Audit Department (FAAD) Forms | ||||
| > | Documents initially submitted via email / eAmend portal must be in electronic form (e.g., PDF format) | |||
| > | Once the application is determined to be compliant, the client must submit one (1) original copy and one (2) photocopies of the documents | |||
For Financial Analysis and Audit Department – Mergers, Consolidations, and Corporate Reorganization Division
Cash or Stock Dividend Declaration
| A. | Basic Documentary Requirements | |||
| 1. | Reconciliation of Retained Earnings | |||
| 2. | Combined Notarized Secretary’s Certificate | |||
| a. | Board Resolution as to the reversal of appropriated retained earnings to unappropriated retained earnings, if applicable; | |||
| b. | non-existence of intra-corporate dispute | |||
| B. | Clearance / Endorsement from other departments or other government agencies | |||
| 1. | FAAD Monitoring Clearance/ Clearances from other departments of SEC (Requested via eWatch) | |||
| 2. | Bangko Sentral ng Pilipinas (BSP) Endorsement / Clearance – Entities regulated by BSP such as but not limited to Banks, Pawnshops and other Financial Intermediaries with Quasi-Banking Functions, Money Changer, Remittance Services,Operator of Designated Payment System | |||
| 3. | Insurance Commission (IC) Endorsement / Clearance – Entities regulated by IC such as but not limited to Insurance Companies, Health Maintenance Organization, Life Insurance Companies, Non-Life Insurance Companies, Pre-Need, Insurance Broker, and Reinsurance Broker | |||
| C. | Additional Requirements depending on the mode of payment / consideration | |||
| 1. | Cash | |||
| a. | Certification under oath by the Corporate Secretary on the board of directors’ resolution declaring cash dividends | |||
| 2. | Stock | |||
| a. | Combined Notarized Secretary’s Certificate | |||
| a. | declaration of stock dividends by majority of the directors and the stockholders representing 2/3 of the outstanding capital stock; | |||
| b. | List of stockholders with their respective subscribed capital stock as of the date meeting approving the declaration of stock dividend together with the allocation of stock dividend; | |||
| c. | Certifying that on the basis of the computation of the Finance Officer, the allocation of stock dividend as indicated in the list of stockholders of record is in proportion to the shareholdings of stockholders as of date of declaration/record date and the treatment of resulting fractional shares (if any), are true and correct | |||
| c. | Analysis of capital structure certified under oath by the Treasurer | |||