THE Securities and Exchange Commission (SEC) has issued a memorandum expanding the scope of corporate amendments that can be filed through its eAMEND portal and imposing penalties for late submission of hard-copy documents.
The new guidelines reclassify applications that were previously under simple processing as complex transactions and designate filings under regular processing as highly technical transactions, according to Memorandum Circular No. 3, Series of 2026.
The changes aim to improve procedural efficiency, reduce the administrative burden on corporations, and align with the Ease of Doing Business and Efficient Government Service Delivery Act of 2018.
Under the revised rules, simple processing now covers a broader range of amendments. These include changes to prefatory clauses, corporate or business names, primary and secondary purposes, principal office addresses, terms of existence, the number of board members or trustees, certain share features unless tied to capital stock changes or reclassification, and selected by-law provisions such as fiscal year, audit rules, membership rights, meeting procedures, and quorum requirements.
The SEC also allows up to four by-law provisions to be amended under simple processing, as well as other amendments it may determine eligible.
“This expanded coverage replaces the previous limited scope of simple processing and is intended to reduce procedural burden, improve accessibility, and enhance efficiency, with all approved applications to be issued a digital certificate through the eAMEND portal,” the memorandum read. Physical certificates are released only after a post-evaluation.
Late submission of the hard-copy documents within 15 calendar days from the issuance of the digital certificate can result in penalties of up to P5,000 or cancellation of the application with forfeiture of fees.
Regular processing, now classified as highly technical, will include applications for new by-laws, amendments of by-laws concerning five or more provisions, corporate dissolution through shortening of corporate terms, amendments to articles of partnership, dissolution of partnerships, and all types of corporate conversions. Partnership applications are considered complex transactions but still go through regular processing.
The SEC also noted that non-compliance with directives issued after review may result in the abandonment of applications under regular processing.
The eAMEND portal, launched in July 2024, was designed to streamline the filing, processing, approval, and payment of corporate amendment applications. The revised guidelines clarify classifications, expand the range of amendments covered, and formalize new procedures for fees, certificates, and penalties, ensuring more consistent and timely processing of corporate filings. — Alexandria Grace C. Magno
