Accounting Alerts

Guidelines on the use of eAmend Portal

BACKGROUND

Section 13 of the Revised Corporation Code (RCC) provides that the articles of incorporation and other applications for amendments thereto may be filed in the form of an electronic document in accordance with its rules and regulations as supported by Section 180 where the Securities and Exchange Commission (SEC) is directed to develop and implement an electronic filing and monitoring system.  Furthermore, section 16 of the RCC provides that no articles of incorporation or amendment to articles of incorporation of banks, banking and quasi-banking institutions, pre-need, insurance and trust companies, non-stock savings and loan associations, pawnshops and other financial intermediaries shall be approved by the SEC unless accompanied by a favorable recommendation of the appropriate government agency to the effect that such articles or amendment is in accordance with law. 

SEC Memorandum Circular (MC) No. 03-2024 was issued on February 19, 2024 to provide guidelines on the eAMEND portal. 

THE eAMEND PORTAL

The eAMEND (electronic application for modification of entity data) is a user friendly online filing and submission amendment portal that facilitates the acceptance, processing, approval for payment and issuance of the digital copy of the Certificate of Amendment of Domestic Stock and Non-stock corporation. 

APPLICABILITY

This MC shall cover applications within the competent jurisdiction of the Corporate and Partnership Registration Division of the Company Registration and Monitoring Department and the respective extension offices of the SEC. Only registered and active partnerships and corporations may apply. 

1A Application subject to issuance of digital certificate

Application for amendment of the articles of incorporation and/or by-laws filed by domestic stock or non-stock corporation concerning the following provisions or any combinations thereof:

A. Articles of Incorporation

a. Change in the Principal Office Address

b. Increase or decrease in the number of Board of Directors/Trustees

c. Fiscal year for one-person corporations or

d. Deletion and/or addition of new provisions in the existing articles of incorporation except those provisions on purposes, capitalization and reclassification of shares

B. By laws

a. Date of annual meeting of stockholders/members

b. Fiscal year

A digital certificate of filing of amendment will automatically be issued through the eAMEND portal upon payment of the amendment fees and shall be received by the applicant in their e-mail.

The amendment documents submitted shall be subjected to post-evaluation/post-audit to determine completeness and consistency of the information provided in the system vis-a-vis the hard copies. If found compliant, the original copy of the certificate of filing of amendment will be released.

1B Applications subject to regular processing through the eAMEND portal

a. Amendment of Partnership

b. Dissolution of Partnership

c. Amendment of Articles of Incorporation of domestic corporation where stock or non-stock other than those indicated above. 

d. Amendment of By-Laws of a domestic corporation whether stock or non-stock other than those indicated above

e. Application for conversion of one person corporation to ordinary stock corporation and vice versa;

f. Application for increase of capital stock for one person corporation via cash

g. Combination of any of 1A and 1B.

The original certificate shall be issued only upon submission of the hard copies of application documents after the necessary payment has been made. No digital certification shall be issued through the eAMEND portal. 

The eAMEND portal shall be implemented starting February 23, 2024. For the documentary requirements, grounds for purging and cancellation of application, transition guidelines and other details, please refer to the MC attached.