SEC Memorandum Circular No. 6 s. 2014 dated 20 February 2014

20 February 2014

The Securities and Exchange Commission (“SEC”) has issued SEC Memorandum Circular No. 6 series of 2014 dated 20 February 2014 to direct registrant-corporations and partnerships to state in their Articles of Incorporation (“AOI”) or Articles of Partnership (“AOP”) the specific address of their principal office.

The significant portions of the circular are as follows:

  • Existing corporations and partnerships whose AOI/AOP indicate only a general address as their principal address (e.g. only indicated is the city, town or municipality, or “Metro Manila”) are directed to amend their AOI/AOP in order to indicate their specific principal office address.
  • The specific principal office address should have the following, if applicable:

        Street number
        Street name
        Barangay
        City or municipality
        Name and number of the building
        Name or number of the room/unit

  • 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 its Extension Offices.
  • In case an affected corporation or partnership has an application for amendment of its AOI or AOP pertaining to its other provisions, the corporation or partnership is required to execute an affidavit of undertaking to effect an additional amendment (i.e. To amend its principal office address) until 31 December 2014.
  • If the corporation/partnership fails to effect the said change, the SEC can impose the sanctions of deferment of applications (e.g. amendments, certifications, clearance, etc.), however it cannot impose penalty for non-compliance.