How to Amend Articles of Incorporation/By-Laws
Under the Revised Corporation Code of the Philippines (Republic Act No. 11232), corporations have the right to amend their Articles of Incorporation (AOI) and By-Laws to reflect changes in their corporate structure, business operations, or governance. Amendments are a normal part of corporate life and may be required when a company changes its name, moves its principal office, adjusts its authorized capital stock, extends or shortens its corporate term, modifies its primary or secondary purposes, or updates any other provision that was originally stated in the AOI or By-Laws. All amendments must be filed with and approved or recorded by the Securities and Exchange Commission (SEC) to take legal effect.
The amendment process ensures that the SEC's records accurately reflect the current state of a corporation's charter documents. It also protects the interests of stockholders, creditors, and the public by requiring proper corporate governance procedures such as board approval, stockholders' ratification, and, in certain cases, prior government clearances before the amendment can be recorded.
Common Reasons to Amend
Corporations amend their Articles of Incorporation or By-Laws for a variety of reasons. Below are the most common scenarios that require filing an amendment with the SEC:
- Change of Company Name — Rebranding, merging with another entity, or correcting the registered company name
- Change of Principal Office Address — Relocating the corporation's principal office to a different city or municipality
- Change of Corporate Purpose — Adding new business activities or modifying existing primary and secondary purposes
- Increase of Authorized Capital Stock — Raising additional capital by issuing new shares to fund business expansion
- Decrease of Authorized Capital Stock — Reducing the authorized capital when shares remain unsubscribed or to return excess capital to stockholders
- Extension or Shortening of Corporate Term — Extending the corporation's existence beyond its original term or shortening it for an earlier winding up
- Change in Number of Directors/Trustees — Increasing or decreasing the number of board seats as the corporation grows or restructures
- Amendment of By-Laws Provisions — Updating internal governance rules such as meeting procedures, officer qualifications, or quorum requirements
⚠ Vote Requirements for Amendments
Amending the Articles of Incorporation requires the affirmative vote of a majority of the Board of Directors (or Trustees) AND the vote or written assent of stockholders representing at least two-thirds (2/3) of the outstanding capital stock (or two-thirds of the members in case of non-stock corporations). This is a mandatory requirement under Section 15 of the Revised Corporation Code. Failure to meet the required votes will render the amendment invalid and the SEC will reject the filing. For By-Laws amendments, only a majority vote of the Board of Directors and a majority vote of stockholders representing the outstanding capital stock at a regular or special meeting duly called for that purpose is required, unless the corporation's existing By-Laws prescribe a higher voting threshold.
Types of Amendments
Different types of amendments have different voting requirements and additional prerequisites. The table below summarizes the key differences between common amendment types filed with the SEC.
| Type of Amendment | Board Vote Required | Stockholders' Vote Required | Additional Requirements |
|---|---|---|---|
| Change of Company Name | Majority of the Board | 2/3 of outstanding capital stock | SEC name verification/reservation; publication in newspaper of general circulation |
| Change of Principal Office | Majority of the Board | 2/3 of outstanding capital stock | New address must be within the Philippines; updated business permit if changing LGU |
| Change of Corporate Purpose | Majority of the Board | 2/3 of outstanding capital stock | May require additional regulatory clearance for regulated industries (banking, insurance, etc.) |
| Increase of Capital Stock | Majority of the Board | 2/3 of outstanding capital stock | Treasurer's Affidavit; at least 25% of increase must be subscribed and at least 25% of subscription must be paid; BIR clearance for tax compliance |
| Decrease of Capital Stock | Majority of the Board | 2/3 of outstanding capital stock | Application with SEC for approval; notice to creditors; 3-day publication in newspaper of general circulation; sworn statement that decrease will not prejudice creditors' rights |
| Extend/Shorten Corporate Term | Majority of the Board | 2/3 of outstanding capital stock | Under R.A. 11232, corporations may now have perpetual existence; existing corporations may elect perpetual term through amendment |
| By-Laws Amendments | Majority of the Board | Majority of outstanding capital stock | Must not be inconsistent with the AOI or the Revised Corporation Code; SEC filing for recording within 30 days of adoption |
Note: For non-stock corporations, the vote required is two-thirds (2/3) of the members instead of 2/3 of outstanding capital stock. Also note that amendments involving regulated activities (e.g., banking, insurance, pre-need, securities) may require prior approval from the relevant regulatory agency before SEC processes the amendment.
Step-by-Step Amendment Process
Follow these eight steps to properly amend your corporation's Articles of Incorporation or By-Laws. The process involves corporate governance actions (board and stockholders' approvals) followed by SEC filing and payment. Ensure that all steps are completed in the correct order to avoid delays or rejection of your filing.
Identify the Amendment Needed
Determine precisely which provision of the Articles of Incorporation or By-Laws needs to be amended. Review the current AOI and By-Laws to identify the exact clause, article, or section that must be changed. Common triggers for amendments include business expansion, rebranding, relocation of offices, changes in capitalization, or updates to governance rules.
Tip: Obtain a certified true copy of your corporation's current AOI and By-Laws from the SEC before drafting any amendments. This ensures you are working with the most recent version of the documents as recorded with the Commission. You can request certified copies through the SEC Express System or by visiting the SEC main office or any extension office.
Conduct Board of Directors Meeting
The Board of Directors (or Board of Trustees for non-stock corporations) must convene a meeting to discuss and approve the proposed amendment. A Board Resolution must be passed by a majority vote of the entire Board (not just a majority of those present, but a majority of the total number of directors as fixed in the AOI). The Board Resolution should clearly state the specific amendment being proposed and authorize the calling of a stockholders' meeting for ratification.
Board Resolution should include:
- The specific article or section of the AOI or By-Laws being amended
- The exact wording of the proposed amendment (old text vs. new text)
- Authorization to call a stockholders' meeting for ratification of the amendment
- Designation of an authorized representative to file the amendment with the SEC
- Date, time, and place of the scheduled stockholders' meeting
Call Stockholders' Meeting
Send written notices to all stockholders of record at least two (2) weeks before the scheduled meeting date, as required by the Revised Corporation Code. The notice must state the purpose of the meeting (ratification of the proposed amendment), the date, time, and venue. The meeting may be a special meeting called specifically for this purpose, or the amendment may be taken up during the annual stockholders' meeting if the timing allows.
Notice requirements:
- Written notice sent to all stockholders of record at their registered addresses at least 2 weeks prior
- The notice must specify the amendment to be considered and its rationale
- For meetings involving capital stock changes, include the financial impact and terms of the amendment
- Publication in a newspaper of general circulation may be required for certain amendments (e.g., decrease of capital stock)
- Remote or virtual stockholders' meetings are now allowed under SEC guidelines
Approve the Amendment by Stockholders' Vote
During the stockholders' meeting, the proposed amendment must be presented, discussed, and voted upon. For Articles of Incorporation amendments, the affirmative vote of stockholders representing at least two-thirds (2/3) of the outstanding capital stock is required. For By-Laws amendments, a majority vote of the outstanding capital stock is sufficient unless a higher threshold is prescribed in the existing By-Laws.
Voting guidelines:
- AOI Amendment: 2/3 of outstanding capital stock must vote in favor
- By-Laws Amendment: Majority of outstanding capital stock must vote in favor
- Only stockholders of record as of the record date are entitled to notice and to vote
- Proxy voting is allowed if authorized by the corporation's By-Laws
- Dissenting stockholders in certain amendments (e.g., extension/shortening of corporate term, change of purpose) may exercise appraisal rights
Prepare Amended Documents
After stockholder approval, prepare the amended Articles of Incorporation or amended By-Laws reflecting the approved changes. The amended AOI should incorporate all the original provisions with the amended provision(s) clearly updated. Additionally, prepare the supporting documents required for SEC filing, including the Secretary's Certificate attesting to the proper conduct of the meetings and the results of the votes.
Documents to prepare:
- Amended Articles of Incorporation or Amended By-Laws (signed by a majority of directors and the Corporate Secretary)
- Secretary's Certificate certifying the Board Resolution and Stockholders' Resolution
- Directors' Certificate or Board Resolution (notarized)
- Treasurer's Affidavit (required for capital stock increase)
- Proof of publication in newspaper of general circulation (required for change of name, decrease of capital stock)
- Cover sheet/information sheet for SEC filing
Submit to SEC (Online or Walk-In)
File the amendment documents with the Securities and Exchange Commission. Amendments can be submitted online through the SEC Company Registration System (CRS) at crs.sec.gov.ph or by physically filing at the SEC Main Office in Manila or any SEC Extension Office. Online filing is strongly recommended for faster processing.
Online filing via SEC CRS:
- Log in to your corporation's SEC CRS account
- Select "Application for Amendment" from the available transactions
- Choose the type of amendment you are filing
- Upload all required documents in PDF format
- Review the details and submit the application
- Generate the assessment or order of payment for the filing fees
Walk-in filing:
Visit the SEC Main Office at the SEC Building, Secretariat Building, PICC Complex, Roxas Boulevard, Pasay City, or any SEC Extension Office (e.g., Cebu, Davao, Tarlac, Zamboanga, Iloilo, Cagayan de Oro, Legazpi). Bring all original documents and at least two (2) photocopies. Submit the documents at the receiving window and obtain your claim stub.
Pay Filing Fees
Pay the required filing fees and Legal Research Fee (LRF) based on the type of amendment. Fees can be paid online through accredited payment channels (e.g., bank transfer, online banking, GCash, Maya) or at the SEC cashier window for walk-in filings. Keep the official receipt as it will be required for processing.
| Amendment Type | Filing Fee | Legal Research Fee |
|---|---|---|
| Change of Corporate Name | ₱1,000 - ₱3,000 | 1% of filing fee |
| Change of Principal Office | ₱1,000 - ₱2,000 | 1% of filing fee |
| Increase of Capital Stock | 1/5 of 1% of the increase (min ₱1,000) | 1% of filing fee |
| Decrease of Capital Stock | Based on SEC fee schedule | 1% of filing fee |
| Other AOI Amendments | ₱1,000 - ₱2,000 | 1% of filing fee |
| By-Laws Amendment | ₱500 - ₱1,000 | 1% of filing fee |
Note: Filing fees vary depending on the authorized capital stock and specific type of amendment. The amounts shown above are general ranges. Check the SEC website for the latest official fee schedule. If filing multiple amendments simultaneously, separate fees may apply for each type of amendment.
Receive Approval / Certificate of Filing
After the SEC reviews and processes your amendment filing, you will receive the Certificate of Filing of Amended Articles of Incorporation or a Certificate of Filing of Amended By-Laws. For certain amendments that require SEC approval (such as decrease of capital stock), the SEC will issue an Order of Approval instead. Processing time typically ranges from 3 to 15 working days depending on the type and complexity of the amendment.
Processing timeline:
- Simple amendments (change of address, corporate term extension): 3-5 working days
- Name change, purpose change: 5-10 working days
- Capital stock increase: 5-10 working days
- Capital stock decrease: 10-15 working days (requires SEC approval process)
- By-Laws amendments: 3-7 working days
Tip: After receiving the Certificate of Filing, update all relevant government agencies (BIR, LGU, SSS, PhilHealth, Pag-IBIG) and business partners about the amendment. For name changes, you will also need to update your bank accounts, contracts, and other business documents.
Documentary Requirements
Below is a comprehensive list of documents typically required when filing amendments with the SEC. Requirements may vary depending on the specific type of amendment. It is advisable to consult the SEC website or a corporate lawyer to confirm the exact requirements for your particular filing.
| Document | Description | When Required |
|---|---|---|
| Amended AOI / By-Laws | The complete amended document reflecting all approved changes, signed by a majority of directors and the Corporate Secretary, and notarized | All amendments |
| Board Resolution | Notarized resolution of the Board of Directors approving the amendment and authorizing the filing with SEC | All amendments |
| Stockholders' Resolution | Resolution adopted by stockholders ratifying the proposed amendment with the required vote (2/3 for AOI, majority for By-Laws) | All amendments |
| Secretary's Certificate | Notarized certificate by the Corporate Secretary attesting to the conduct of board and stockholders' meetings, quorum, and voting results | All amendments |
| Director's/Officers' Certificate | Sworn statement by directors/officers certifying the truthfulness and accuracy of the amendment filing | All amendments |
| Treasurer's Affidavit | Sworn statement by the Treasurer certifying subscription and payment details of the increased capital stock | Increase of capital stock |
| Proof of Publication | Affidavit of publication and clippings from a newspaper of general circulation showing the notice of amendment (3 consecutive days/weeks as applicable) | Change of name; decrease of capital stock |
| SEC Name Reservation | Confirmed name reservation from SEC CRS verifying that the proposed new name is available and not confusingly similar to existing registered entities | Change of company name |
| BIR Tax Clearance | Certificate from the Bureau of Internal Revenue confirming the corporation's tax compliance status | Increase/decrease of capital stock |
| Audited Financial Statements | Latest AFS stamped received by SEC and BIR, showing the corporation's financial position | Increase/decrease of capital stock |
| Stockholders' List | Complete list of stockholders showing names, number of shares, and percentage of ownership | Capital stock changes |
Complete Example
DEF Corp Changes Its Company Name and Increases Capital Stock
Background: DEF Trading Corporation is a Philippine stock corporation registered with the SEC with an authorized capital stock of ₱1,000,000 divided into 10,000 shares at ₱100 par value per share. The corporation has 5 directors and has been operating for 8 years. Due to business expansion into retail and e-commerce, the Board decides to rebrand the company to "DEF Retail Solutions Corporation" and increase the authorized capital stock to ₱5,000,000. Below is the step-by-step walkthrough of how DEF Corp completes both amendments.
Step 1: Identify the Amendments Needed
DEF Corp's Corporate Secretary reviews the current AOI and identifies two provisions to amend: (a) Article I — Corporate Name, changing from "DEF Trading Corporation" to "DEF Retail Solutions Corporation"; and (b) Article VII — Authorized Capital Stock, increasing from ₱1,000,000 to ₱5,000,000 (an increase of ₱4,000,000 divided into 40,000 new shares at ₱100 par value). The Secretary obtains a certified true copy of the current AOI from the SEC Express System to use as reference.
Step 2: Board of Directors Meeting
The Chairman calls a special Board meeting. All 5 directors attend. After thorough discussion about the rebranding strategy and capital needs for expansion, the Board passes Resolution No. 2025-003 by unanimous vote (5 out of 5 directors), approving the two proposed amendments and authorizing the Corporate Secretary to call a special stockholders' meeting on March 15, 2025 for ratification. The resolution also designates the Corporate Secretary as the authorized representative to file the amendments with the SEC.
Step 3: Notice to Stockholders
On February 28, 2025, the Corporate Secretary sends written notices to all stockholders of record, informing them of the special stockholders' meeting on March 15, 2025. The notice specifies the two amendments to be voted upon: (1) change of corporate name and (2) increase of authorized capital stock. The notice also includes the financial details of the capital increase — from ₱1,000,000 to ₱5,000,000 — and explains that existing stockholders will have pre-emptive rights to subscribe to the new shares proportionate to their current holdings. This is sent more than 2 weeks before the meeting date, satisfying the notice requirement.
Step 4: Stockholders' Meeting and Vote
On March 15, 2025, the special stockholders' meeting is held. Stockholders representing 8,500 out of 10,000 outstanding shares (85%) are present in person or by proxy. The Chairman presents the two proposed amendments. After discussion, a vote is taken: stockholders holding 8,000 shares (80% of outstanding capital stock) vote in favor of both amendments, 300 shares vote against, and 200 abstain. Since 80% exceeds the required 2/3 (66.67%) threshold, both amendments are approved. The Corporate Secretary records the minutes and voting results in detail.
Step 5: Document Preparation
The Corporate Secretary prepares the following documents: (a) Amended Articles of Incorporation reflecting the new name and increased capital stock, signed by 4 of the 5 directors and the Secretary; (b) Secretary's Certificate certifying the Board Resolution and Stockholders' Resolution, duly notarized; (c) Treasurer's Affidavit certifying that at least 25% of the ₱4,000,000 increase (₱1,000,000) has been subscribed, and 25% of that subscription (₱250,000) has been paid; (d) Proof of newspaper publication of the name change (3 consecutive days in a newspaper of general circulation); (e) SEC Name Reservation confirming that "DEF Retail Solutions Corporation" is available; and (f) BIR Tax Clearance and latest Audited Financial Statements.
Step 6: SEC Filing
The Corporate Secretary logs into the SEC CRS portal, selects "Application for Amendment," and chooses both "Change of Corporate Name" and "Increase of Authorized Capital Stock." All documents are uploaded in PDF format. The system generates a reference number: SEC-AMEND-2025-123456. The Secretary downloads the order of payment reflecting the filing fees.
Step 7: Payment of Filing Fees
DEF Corp pays the following fees: (a) Filing fee for change of name: ₱2,000; (b) Filing fee for capital stock increase: 1/5 of 1% of ₱4,000,000 = ₱8,000; (c) Legal Research Fee: 1% of total filing fees = ₱100; Total: ₱10,100. Payment is made via online banking and the payment confirmation is uploaded to the SEC CRS portal.
Step 8: Certificate of Filing Received
After 7 working days, the SEC issues the Certificate of Filing of Amended Articles of Incorporation for DEF Retail Solutions Corporation. The certificate confirms the new corporate name and the increased authorized capital stock of ₱5,000,000. DEF Corp then proceeds to update its BIR registration (Form 1905), business permits, bank accounts, and other government registrations to reflect the new name and capital structure. The company also issues new stock certificates to subscribers of the additional shares.
| Detail | DEF Corp's Case |
|---|---|
| Amendment Type | Change of Name + Increase of Capital Stock |
| Old Name | DEF Trading Corporation |
| New Name | DEF Retail Solutions Corporation |
| Old Authorized Capital Stock | ₱1,000,000 (10,000 shares @ ₱100/share) |
| New Authorized Capital Stock | ₱5,000,000 (50,000 shares @ ₱100/share) |
| Board Vote | 5 out of 5 directors (unanimous) |
| Stockholders' Vote | 80% of outstanding capital stock (exceeds 2/3 requirement) |
| Total Filing Fees | ₱10,100 (name change + capital increase + LRF) |
| Processing Time | 7 working days |
Frequently Asked Questions (FAQ)
Q: How long does it take for SEC to process an amendment filing?
A: Processing time varies depending on the type of amendment. Simple amendments such as change of principal office address or corporate term extension are typically processed within 3 to 5 working days. Amendments involving a change of name or change of purpose may take 5 to 10 working days. Capital stock increases generally take 5 to 10 working days, while capital stock decreases require a longer SEC approval process and may take 10 to 15 working days or more. Processing times may also be affected by the completeness of submitted documents and the volume of filings at the SEC during peak periods.
Q: Can we file multiple amendments at the same time?
A: Yes, a corporation may file multiple amendments simultaneously. For example, you can file a change of corporate name and an increase of capital stock in a single filing, as illustrated in the DEF Corp example above. However, each amendment type must be properly approved by the Board and stockholders with the required votes, and the supporting documents for each amendment must be complete. Filing multiple amendments together may also mean separate filing fees for each amendment type. Consolidating amendments into a single filing is generally more efficient and can save time compared to filing them separately.
Q: What happens if an amendment is denied by the SEC?
A: If the SEC finds deficiencies in the amendment filing, it will issue a comment or compliance letter specifying the deficiencies that need to be addressed. Common reasons for denial or return include: incomplete documents, incorrect voting thresholds, improper notarization, failure to meet subscription and payment requirements for capital increases, or a proposed name that is identical or confusingly similar to an existing registered entity. The corporation will be given a period (usually 30 days) to comply and resubmit the corrected documents. If the deficiencies are not addressed within the given period, the application may be archived or considered abandoned.
Q: What is the difference between SEC "approval" and SEC "filing" of amendments?
A: Most AOI amendments take effect upon their "filing" or recording with the SEC — meaning the SEC simply records the amendment after verifying that the proper corporate governance procedures were followed and the documents are in order. However, certain amendments require prior "approval" by the SEC before they can take effect. These include decrease of capital stock, which requires SEC evaluation to ensure that creditors' rights are not prejudiced. The SEC may also require approval for amendments involving regulated industries. In these cases, the SEC conducts a more substantive review and issues an Order of Approval, not just a Certificate of Filing.
Q: Can we amend the By-Laws without amending the Articles of Incorporation?
A: Yes, By-Laws amendments and AOI amendments are separate processes. You can amend the By-Laws independently without touching the Articles of Incorporation, and vice versa. By-Laws govern the internal rules of the corporation (such as meeting procedures, officer qualifications, committee structures, and dividend policies), while the AOI defines the fundamental corporate attributes (name, purpose, capital stock, term, etc.). By-Laws amendments only require a majority vote of the Board and a majority vote of stockholders (not 2/3), making them easier to pass. Amended By-Laws must be filed with the SEC within 30 days from the date of adoption.
Q: Do dissenting stockholders have any rights when amendments are approved?
A: Yes, under the Revised Corporation Code, dissenting stockholders (those who voted against the amendment) may exercise their "appraisal right" in certain situations. Appraisal right allows dissenting stockholders to demand payment of the fair value of their shares if they disagree with specific amendments, including: change of corporate purpose, shortening of corporate term, sale or disposition of all or substantially all corporate assets, merger or consolidation, and investment of corporate funds in another corporation or business. The corporation must pay the fair value of the shares within 30 days from the award. This right is designed to protect minority stockholders from fundamental changes they did not agree to.
Important Reminders
- Ensure proper voting thresholds: Amendments to the Articles of Incorporation require a 2/3 vote of outstanding capital stock. A simple majority is not sufficient. Failure to meet the voting requirement will invalidate the amendment and the SEC will reject the filing.
- File amendments promptly: Amended By-Laws must be filed with the SEC within 30 days from the date of adoption. For AOI amendments, while there is no strict deadline, it is best practice to file immediately after stockholder approval as the amendment does not take effect until recorded with the SEC.
- Name changes require reservation first: Before filing an amendment to change your corporate name, you must first reserve the proposed new name through the SEC Company Registration System (CRS). The name reservation is valid for 30 days and can be extended once.
- Capital stock increases have subscription requirements: At least 25% of the increase in authorized capital stock must be subscribed, and at least 25% of the subscribed amount must be paid at the time of filing. The Treasurer's Affidavit must certify these amounts.
- Capital stock decreases require SEC approval: Unlike other amendments that take effect upon filing, a decrease of capital stock requires a formal SEC approval process, including notice to creditors and publication in a newspaper of general circulation for 3 consecutive days.
- Update all government registrations: After receiving the Certificate of Filing from the SEC, remember to update your registrations with the BIR (Form 1905), the LGU (business permit), SSS, PhilHealth, and Pag-IBIG to reflect any changes in company name, address, or capitalization.
- Keep copies of all documents: Maintain a complete file of all board resolutions, stockholders' resolutions, notices, minutes of meetings, amended AOI/ By-Laws, SEC certificates, and official receipts. These will be needed for future reference, audits, and subsequent filings.
- Consult a corporate lawyer: For complex amendments or those involving regulated industries, it is highly advisable to engage a corporate lawyer who is familiar with SEC requirements and the Revised Corporation Code. Errors in the filing can result in delays, returned documents, and additional expenses.
- Perpetual corporate term is now available: Under R.A. 11232 (Revised Corporation Code), corporations may now elect to have a perpetual term. Existing corporations with a fixed term can amend their AOI to adopt perpetual existence. This eliminates the need for future term extensions.
- Check for pending compliance requirements: Before filing an amendment, ensure that your corporation is compliant with its annual reportorial requirements (GIS and AFS). The SEC may refuse to process amendments for corporations with outstanding compliance deficiencies or those under revocation proceedings.
Need Help?
If you need assistance with amending your corporation's Articles of Incorporation or By-Laws, or if you have questions about the amendment process, you can reach the SEC through the following channels:
SEC Hotline
Phone: (02) 8818-0921
Available Monday to Friday, 8:00 AM to 5:00 PM
Visit SEC Office
SEC Main Office: Secretariat Building, PICC Complex, Roxas Blvd., Pasay City
Extension offices in Cebu, Davao, Tarlac, Iloilo, Zamboanga, CDO, and Legazpi
SEC Company Registration System (CRS): For online filing of amendments, access the SEC CRS at crs.sec.gov.ph. You will need your corporation's SEC registration number and authorized user credentials to access the filing portal. For technical issues with the CRS, contact the SEC IT Helpdesk through the SEC main hotline.
Disclaimer
This guide is provided for general informational purposes only. The requirements, steps, fees, and procedures mentioned here may vary depending on the SEC office you visit. We recommend visiting your nearest SEC office first to confirm the specific requirements and process before preparing your documents.