The power to amend the articles of incorporation is one of the powers expressly granted by law to corporation. There are many reasons why a corporation may want to amend the articles of incorporation. The corporation may want to change its name or add a new purpose or change its principal place of business.
The Corporation Code provides for the steps to be followed for an effective amendment of the articles of incorporation. Section 16 of the Corporation Code states that:
Sec. 16. Amendment of Articles of Incorporation. – Unless otherwise prescribed by this Code or by special law, and for legitimate purposes, any provision or matter stated in the articles of incorporation may be amended by a majority vote of the board of directors or trustees and the vote or written assent of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock, without prejudice to the appraisal right of dissenting stockholders in accordance with the provisions of this Code, or the vote or written assent of at least two-thirds (2/3) of the members if it be a non-stock corporation.
The original and amended articles together shall contain all provisions required by law to be set out in the articles of incorporation. Such articles, as amended shall be indicated by underscoring the change or changes made, and a copy thereof duly certified under oath by the corporate secretary and a majority of the directors or trustees stating the fact that said amendment or amendments have been duly approved by the required vote of the stockholders or members, shall be submitted to the Securities and Exchange Commission.
The amendments shall take effect upon their approval by the Securities and Exchange Commission or from the date of filing with the said Commission if not acted upon within six (6) months from the date of filing for a cause not attributable to the corporation.
Here the procedures to be followed for a corporation to effectively amend its Articles of Incorporation:
1. Prepare the Directors’ or Trustee’s Certificate and the Amended Articles of Incorporation and/or Amended By-Laws. A Directors’ or Trustee’s Certificate is a notarized certificate signed by a majority of the directors or trustees and the corporate secretary certifying (a) the amendment of the articles of incorporation or by-laws and indicating the amended provisions, (b) the vote of the directors or trustees and stockholders or members, (c) the date and place of stockholders or members’ meeting; and (iv) and the tax identification number of the signatories which shall be placed below their names.
Please ensure that the Amended Articles of Incorporation or By-Laws shall underscore the changes made followed by the date of the meeting approving the same. For example, “As amended on September 2, 2013.”
The corporation may be required to secure and attach endorsement/clearance from other government agencies or other SEC departments, if applicable.
If the amendment is being made on the corporate name, the corporation shall be required to secure Name Verification Slip from the Name Verification and Reservation Unit of the SEC.
2. Secure Monitoring Clearance from the Compliance Monitoring Division (CMD)
3. Submit the Directors’ or Trustees’ Certificate, Amended Articles of Incorporation or By-Laws and the Monitoring Clearance at the Corporate and Partnership Registration Division (CPRD) for pre-processing.
4. Pay the filing fee at the cashier located at the ground floor of the SEC building. Generally, the registration fee is P510. If the term of the corporation existence is being amended, the registration fee shall be 1/5 of 1% of the authorized capital stock but not less than P2,000 plus 1% of such amount as legal research fee. If there is conversion or reclassification of shares, the registration fees shall be P2,020
5. File the application with the Receiving Unit of the Company Registration and Monitoring Department (CRMD) located at the 3rd Floor of the SEC Building. For corporate records which are available at the database, the certificates may be claimed within five (5) days from the filing of application with the CRMD.
6. Present official receipt to the Central Receiving and Records Division (CRRD) located at the ground floor to get the Certificate of Filing of Amended Articles of Incorporation or By-Laws
