April 28, 2014

The Securities and Exchange Commission used to allow registrant corporations and partnerships to indicate in their principal office address the name only of the city, town or municipality where they conduct business and accepting “Metro Manila” as a valid principal office address in their articles of incorporation/partnership.

On February 16, 2006, the Securities and Exchange Commission issued Memorandum Circular No. 3 directing registrant applicants to state in their Articles of Incorporation or Partnership, the specific address of their principal office, which shall include, if feasible, the street number, street name, barangay, city or municipality; and that “Metro Manila” shall no longer be allowed as address of the principal office.

Existing corporations and partnerships which state only “Metro Manila” or merely a city, town or municipality in their principal office address were not required to amend their articles of incorporation/partnership in order to indicate a specific principal office address. Rather, it is essential that existing corporations/partnerships affected by said circular must comply with the full disclosure requirements of applicable laws, rules and regulations.
Recently (February 20, 2014), the SEC has issued guidelines directing all affected corporations and partnerships to comply with the following relative to their principal office address:

“Section 1. Existing corporations and partnerships whose articles of incorporation or articles of partnership indicate only a general address as their principal office address, such that it refers only to a city, town or municipality, or “Metro Manila”, are directed to file an amended articles of incorporation or amended articles of partnership in order to specify their complete address…

Section 2. Affected corporations and partnerships are given until 31 December 2014 to effect a change in their principal address and may file the same at the Company Registration and Monitoring Department of the Commission, or at any of the extension office located in the cities of Baguio, Cagayan de Oro, Cebu, Davao, Iloilo, Legazpi, Tarlac and Zamboanga;

Section 4. Affected corporations and partnerships which fail to effect a specific change in their principal office address within the deadline set shall not be penalized for non-compliance; however, the Commission can impose the sanctions of deferment of applications such as amendments, certifications and clearances and the like; “
The guidelines may appear not too compelling among affected companies to amend their articles in view of “no penalty clause”. Nevertheless, it is but wise to conform with the rules to avoid any inconvenience it may cause if it were to be complied with later on simply because a request for certifications, clearances or other amendments and the like with SEC has been put on hold.

Triple i guides companies from the most various industries through business and company registration.

Atty. Grace R. Pangilinan
18F Salcedo Towers, 169 H.V. Dela Costa Street
Salcedo Village, Makati City, Philippines

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