SEC issues new rules to simplify process for corporate amendments
The Securities and Exchange Commission (SEC) has issued new rules streamlining the process for amending corporate records, cutting processing times and expanding the range of transactions that can be approved through its digital portal.
In a statement on Monday, the SEC said it had issued Memorandum Circular No. 3, series of 2026, on Jan. 12, setting guidelines for the classification, processing and submission of amendment applications filed through the Electronic Application for Modification of Entity Data (eAmend) portal.
The new rules aim to ensure consistency and efficiency in amending articles of incorporation and bylaws through digitalization, standardized forms and clearer transaction classification. The regulator aims to reduce processing times beyond those required by the Ease of Doing Business and Efficient Government Service Delivery Act of 2018.
Under the guidelines, amendment applications filed through eAmend are classified either under simple processing or regular processing.
Applications under simple processing must be completed within seven working days, while those under regular processing are treated as highly technical transactions with a processing period of up to 21 working days.
In addition to amendments involving a corporation’s principal office address, number of directors or trustees and fiscal year—simple processing now covers changes in corporate name, primary and secondary purposes, shortening of corporate term, provisions on dividends and the term of office of corporate officers, among others.
Regular transactions
Transactions that remain under regular processing include the adoption of new bylaws, amendments involving five or more provisions, dissolution through shortening of corporate term, conversion of corporate types and amendments to articles of partnership.
All applications approved under simple processing are issued digital certificates through the eAmend portal, completing the transaction fully online.
The SEC said the use of system-generated and downloadable amendment forms would ensure consistency and faster evaluation.
The guidelines also impose penalties for late or nonsubmission of documentary requirements.
Companies that submit documents beyond the 15-day period but within 45 days will be fined P5,000, while failure to submit within 45 days will result in the cancellation of the application and forfeiture of fees paid.
SEC Chair Francis Lim said the reforms were meant to remove regulatory roadblocks and allow companies to focus on growing their businesses.
“The SEC is committed to making every transaction seamless and efficient to make it easier for the public to avail of our services, and to comply with the laws, rules and regulations we implement,” Lim said.
