Tax Alert No. 37 [SEC Memorandum Circular No. 21 dated 17 July 2026]

The Securities and Exchange Commission (SEC) has issued a Memorandum Circular announcing the implementation of a paperless filing system for select amendment applications through the eAMEND Portal.

The Circular sets out the following guidelines for corporations that will use the eAMEND Portal for covered amendment applications:

1. Amendment Applications Eligible for Paperless Filing
   
   The paperless filing system applies only to selected amendment applications, including amendments to the Articles of Incorporation involving changes in principal office address, term of existence, fiscal year, and number of directors or trustees, as well as amendments to the By-Laws involving changes in the date of the annual meeting of stockholders or members and the fiscal year.
   
   Applications involving amendments not covered by the paperless filing system shall be processed under existing procedures requiring the submission of hard copies.
   
   
2. Optional Nature of Paperless Filing
   
   Paperless filing is optional, not mandatory. Corporations may still choose to file through Simple Processing or Regular Processing, both of which require the submission of hard copy of the amendment documents.
   
   
3. Documentary Requirements
   
   Applicants shall upload the following documents in PDF format, with each document not exceeding 25 MB in file size:
   • System-generated/downloaded Cover Sheet for Amendment;
   • Amended Articles of Incorporation and/or Amended By-Laws
   • System-generated/downloaded, signed and notarized or apostilled/authenticated amendment forms
   • Notarized Secretary’s Certificate and Undertaking
   • Monitoring Clearance or Affidavit of Undertaking in lieu thereof, if applicable; and
   • Certification or favorable endorsement from appropriate government agency or SEC department, if required
      
4. eSECURE and Credentialing
   
   The Authorized Representative and the Corporate Secretary shall ensure the creation of an Electronic SEC Universal Registration Environment (“eSECURE”) account and shall undergo credentialing to ensure the security and authenticity of the user’s identity.
   
   
5. Upfront Payment
   
   The system shall generate a Payment Assessment Form (PAF), and applicants shall pay 100% of the assessed fees within 10 calendar days from issuance. Otherwise, the application shall be automatically purged from the system.
   
   
6. QR and Notarization
   
   All system-generated amendment forms issued through the eAMEND Portal shall contain a unique Quick Response (QR) code.
   
   Notwithstanding the electronic submission of documents through the portal, the Amendment Form and documentary requirements shall remain subject to notarization.
   
   
7.  Post-Evaluation, Verification, and Inspection
   
   Applications approved under the paperless filing system shall remain subject to verification, inspection, and audit by the Commission. For this purpose, the Commission may require the corporation to present the original signed and notarized documents corresponding to the uploaded amendment documents.
   
   
8. Effect of Electronic Filing
   
   Documents submitted through the eAMEND Portal shall have the same legal effect as the submission of hard copies, subject to verification by the Commission.
   
   
9. Violation and Penalties
   
   The following acts shall constitute a violation of this Circular:
   • Misrepresentation in the Notarized Secretary’s Certificate and Undertaking
   • Submission of falsified or inaccurate documents through the eAMEND Portal
   • Failure to comply with the undertakings contained in the Notarized Secretary’s Certificate and Undertaking
   • Failure to comply with lawful directives of the Commission to present original documents
   • Failure to present the original signed and notarized amendment documents within 15 calendar days from receipt of Commission’s request |shall subject the corporation to a penalty of PHP20,000 and/or revocation of the amendment application.
      
10. Secretary’s Certificate with Undertaking
    
    All applications covered by this Circular shall be supported by a separate duly signed and notarized Secretary’s Certificate with Undertaking attesting to the authenticity of the submitted documents, the safekeeping of the originals, and the Corporate Secretary’s responsibility for the truthfulness of the uploaded records.

You may access the full version of the SEC Memorandum Circular through the SEC website.

For any inquiries or requests for assistance regarding this circular, please feel free to contact any member from our Tax Services group. You may also reach us through this link: www.pwc.com/ph/en/about-us/contact-us.html