Changing where a Philippine corporation “officially lives” isn’t just a matter of moving boxes. Your principal office address is a core data point the Securities and Exchange Commission (SEC) relies on for jurisdiction, service of process, and public disclosure. This guide walks you through everything you need to know—substance, procedure, documents, votes, timelines, fees, downstream updates, and practical templates—so you can amend your corporate address correctly and cleanly.

1) Key Concepts and When an SEC Amendment Is Required

Principal office vs. operational sites

Principal office address (often called the registered office) is the official domicile of the corporation in the Philippines. It appears in the Articles of Incorporation (AOI) and in SEC records.
You may operate from multiple places (plants, branches, remote work), but service of legal notices and jurisdiction generally track the principal office.

Do you need to amend the Articles?

It depends on how your Articles of Incorporation (AOI) state the address:

AOI states a full, specific address (e.g., “Unit 1203, Tower A, 123 Example St., Brgy. X, Quezon City, Philippines”) → Any change to building/unit/street/barangay/city/province requires amending the AOI with the SEC.
AOI states only the city/municipality and province (e.g., “Quezon City, Metro Manila, Philippines”) → Moves within the same city/municipality generally do not require an AOI amendment; board action and GIS updates usually suffice. → Moves to a different city/municipality or province still require an AOI amendment.

Practical tip: Many modern incorporations use “City/Province only” to reduce amendment friction for future intra-city moves. Check your AOI as filed.

Stock, nonstock, and OPC

Stock corporations and nonstock corporations amend via board approval and stockholder/member approval (vote thresholds differ—see below).
One Person Corporations (OPC) amend via the single stockholder’s action, reflected in a notarized written resolution or decision.

Foreign corporations (branch, rep office, RHQ/ROHQ)

For foreign entities licensed to do business in the Philippines, a change of Philippine office address is done through an amendment to the SEC license filings (not an AOI amendment), with home-office board resolutions and resident-agent documentation.

2) Corporate Approvals and Voting Thresholds

Board approval: Majority of the board at a duly called meeting or by unanimous written consent (if allowed by your bylaws).
Stockholders of stock corporations: At least two-thirds (2/3) of the outstanding capital stock.
Members of nonstock corporations: At least two-thirds (2/3) of members entitled to vote.
OPC: The single stockholder (the “Sole Director”) issues a written decision.

Check your bylaws for notice periods, quorum rules, and whether electronic/remote meetings and e-signatures are permitted.

3) Documentary Requirements (Typical)

For a domestic corporation amending the principal office address in the AOI:

Amended Articles of Incorporation (indicating the new address and showing the amended article text, usually Article III or the “Principal Office” clause).
Directors’/Trustees’ Certificate
- Confirms that the board and stockholders/members approved the amendment, stating meeting date, quorum, and vote.
- Signed by a corporate officer (e.g., Corporate Secretary) and notarized.
Secretary’s Certificate (sometimes combined with the Directors’/Trustees’ Certificate) attaching the resolutions.
Cover Sheet / Amendment Form (SEC format) identifying the type of amendment.
Latest General Information Sheet (GIS) or commitment to update the GIS after the amendment is filed/approved.
Proof of authority of signatories (e.g., board resolution or incumbency certificate).
For foreign corporations:
- Application for Amended License;
- Home-office Board Resolution authorizing the address change and Philippine filings (apostilled/consularized if executed abroad);
- Resident Agent’s Acceptance (if the agent changes or details are affected).

Notarization: Philippine-executed documents must be notarized. Foreign-executed documents that will be used in the Philippines typically require apostille (or consularization if from a non-Apostille country).

4) Filing Mechanics

Where and how to file

Corporations submit amendment applications to the SEC through the prevailing electronic or in-person channels. Expect to provide PDFs of notarized documents and, if required, to present originals upon request.

Fees and official receipts

You will pay an amendment filing fee and a legal research fee (and sometimes minor documentary charges). Fee schedules change; budget for standard SEC amendment fees and obtain the official receipt.

Review and issuance

After SEC review, you’ll receive a Certificate of Filing of Amended Articles of Incorporation (for domestic corporations) or an Amended License/Order (for foreign entities). Keep this with your minute book and show it to banks and government agencies as needed.

5) Updating the General Information Sheet (GIS)

File an updated GIS reflecting the new principal office address.
Align GIS dates with your fiscal year/annual filing cycle, but when the office address changes mid-year, update promptly as part of your amendment package or immediately after approval, following SEC instructions.

6) Downstream Compliance After SEC Approval

Changing your principal office triggers updates with other regulators and counterparties:

BIR (Bureau of Internal Revenue)
- File BIR Form 1905 to update your address and (if moving to a new jurisdiction) request RDO transfer.
- Update the Certificate of Registration (BIR Form 2303) and re-register books of accounts and invoices/receipts if RDO changes.
LGU (City/Municipality)
- Update Mayor’s/Business Permit and location-based clearances.
SSS, PhilHealth, Pag-IBIG
- Update employer records for contribution filings and inspections.
Banks and e-wallet/payment partners
- Provide the SEC Amended Certificate and updated GIS for KYC.
DTI, PEZA/BOI, or other special regulators (if applicable).
Contract counterparties (landlord, suppliers, customers) and statutory postings (websites, letterhead, invoices, e-signatures).

Timing: Several agencies impose 30-day or similar windows to report changes. Handle these promptly to avoid penalties and processing delays.

7) Special Situations and Pitfalls

Inter-city or inter-province moves: Always amend the AOI if your AOI names a specific city/province and you move beyond it. This often also triggers BIR RDO transfer and LGU changes.
Intra-building or unit changes: If your AOI contains a full specific address, even a unit change usually requires an AOI amendment. If your AOI uses city/province only, a board resolution plus GIS update can suffice.
Dormant or revoked status: Resolve revival/compliance issues first; the SEC may not act on amendments from revoked/suspended entities.
Inconsistent addresses across SEC, BIR, LGU, banks: These create KYC issues and failed notices. Align everything immediately after SEC approval.
Resident agent changes (foreign corp): An address move that also changes the resident agent (or agent’s address) requires the agent’s written acceptance/consent.

8) Step-by-Step Checklist (Domestic Corporation)

Review your AOI text for how the principal office is stated.
Prepare board materials (notice, agenda, draft resolutions, amended AOI text).
Hold board meeting; approve the amendment and call/shareholders’ meeting (or secure written consent where allowed).
Hold stockholders’/members’ meeting; secure at least 2/3 approval.
Draft and notarize:
- Amended AOI (showing the revised principal office clause),
- Directors’/Trustees’ Certificate (with vote counts),
- Secretary’s Certificate and cover sheet.
File with the SEC; pay fees; track the filing reference.
Receive SEC approval and Certificate of Filing of Amended AOI.
File updated GIS (if not already submitted with the amendment).
Cascade updates: BIR (1905), LGU permits, SSS/PhilHealth/Pag-IBIG, banks, special regulators, counterparties.
Refresh corporate records: Minute book, AOI compilation, statutory postings, website and documents.

9) Templates (Practical, Editable)

A. Sample Amendment Clause (Articles of Incorporation) Replace the principal office provision (check your article numbering)

“THIRD: The principal office of the Corporation is located in [New Full Address / or City/Municipality, Province], Philippines.”

B. Board Resolution (Address Amendment & Meeting Call)

“RESOLVED, that the Board approves the amendment of Article [●] of the Articles of Incorporation to reflect the Corporation’s principal office at [new address]; RESOLVED FURTHER, that the Corporate Secretary is directed to call a meeting of the stockholders/members to consider and vote on the amendment and to prepare and file all documents with the SEC; RESOLVED FINALLY, that any officer be authorized to sign, notarize, pay fees, and submit the amendment and related filings.”

C. Stockholders’/Members’ Resolution

“RESOLVED, that the stockholders/members representing at least two-thirds (2/3) of the outstanding capital stock/membership hereby approve the amendment of Article [●] of the Articles of Incorporation to state the principal office at [new address]; RESOLVED, that the officers are authorized to implement the foregoing resolutions.”

D. Directors’/Trustees’ Certificate (Notarized) – Core Statements

Corporation name and SEC Registration No.

Dates of board and stockholder/member meetings, quorum, and vote (e.g., “approved by [●] of [●] directors; approved by stockholders representing [≥2/3] of the outstanding capital stock”).

Exact text of the amended article.

Certification that the same conforms to law and corporate records.

Signature of Corporate Secretary (or officer) with notarial block.

E. Secretary’s Certificate – Authority of Signatories

Identifies officers authorized to sign filings, pay fees, receive notices;

Attaches board and stockholder/member resolutions as exhibits.

F. Board Decision (OPC)

“I, [Name], Sole Director and Single Stockholder of [OPC Name], hereby resolve to amend Article [●] of the Articles of Incorporation to state the principal office at [new address] and authorize the filing thereof with the SEC, together with all related updates with the BIR, LGU, and other agencies.”

10) Records Management and Evidence

Keep wet-ink notarized originals, SEC official receipts, the Amended Certificate, and acknowledgment emails in your minute book and digital vault.
Update your Bylaws if they repeat the principal office address (most do not; they normally refer to AOI or allow the board to establish offices).
Update letterheads, invoice footers, email signatures, and website.

11) Timelines, Penalties, and Controls

Internal control: Treat address moves as a compliance project with an owner, a checklist, and a due-date tracker.
Regulator timelines: The SEC’s review time varies. Downstream agencies (especially BIR and LGUs) often expect address changes to be reported within 30 days or similar—plan for these windows.
Penalties: Late or inaccurate filings can trigger administrative fines, rejection of later submissions, or complications with banks and regulators. Keeping your GIS aligned with the AOI is critical.

12) Quick Decision Tree

AOI shows full specific address? → Always amend AOI for any change.
AOI shows only city/province?
- Move within the same city/municipality → Board resolution + update GIS (no AOI amendment).
- Move to another city/municipality/province → Amend AOI.
Foreign branch/rep office? → Amend license filings (home-office resolution + resident agent docs).
After SEC action → Update GIS, BIR, LGU, SSS/PhilHealth/Pag-IBIG, banks, contracts.

13) Frequently Asked Questions

Q: Can we keep mail at the old address temporarily? Yes, but legal service is expected at the SEC-recorded address. Update promptly to avoid missed notices.

Q: We moved already—can we file retroactively? You can file now; expect to regularize downstream updates. Keep board ratification language covering actions taken prior to approval.

Q: Our landlord requires proof before releasing the new space. What can we provide? Provide board/stockholder resolutions and proof of filing; once approved, share the Amended Certificate.

Q: Does the TIN or corporate name change with an address amendment? No. Address amendments do not change corporate name or TIN—but they may change BIR RDO.

Final Practical Tips

Draft the AOI principal office clause strategically (city/province-only) to reduce future amendment costs.
Get signatures and notarization logistics organized early, especially if directors are abroad (apostille lead time).
Align SEC, GIS, BIR, LGU, and bank records immediately after approval to prevent KYC and filing disruption.

This guide provides a comprehensive practitioner’s overview. Always confirm the latest SEC forms, fees, and e-submission procedures before filing, and tailor vote/notice mechanics to your bylaws and governance setup.