How to Amend Articles and By-Laws With the SEC and Register a Branch (Philippines)

Philippine corporate practice guide under the Revised Corporation Code (RCC, Republic Act No. 11232) and long-standing SEC procedures.

I. Amending Articles of Incorporation (AOI)

A. When amendments are needed

Common triggers:

Change of corporate name, primary/secondary purpose, principal office address (city/municipality must be in the AOI), corporate term (if not perpetual), number of directors/trustees, share structure (increase/decrease of authorized capital stock, reclassification or creation of new classes/series, par value change), inclusion/removal of pre-emptive rights, dividend/denomination changes for nonstock, and other statutory items required in the AOI.

B. Approval thresholds

Stock corporations: at least majority of the board and 2/3 of the outstanding capital stock.
Nonstock corporations: at least majority of the board and 2/3 of the members.
If the by-laws validly delegate amendments to the board (allowed by the RCC), stockholders/members must have granted that power by 2/3 vote; the board can then amend within the scope of the delegation (cannot use to extend term, increase/decrease capital, or do acts the RCC reserves to owners).

C. Core documentary set

Expect the SEC to require, in substance:

Amended Articles of Incorporation (clean copy and marked/blackline).
Directors’/Trustees’ Certificate attesting to board and stockholder/member approval (names, votes, quorum; notarized).
Minutes of the board and stockholders’/members’ meetings (or written consent in lieu of meeting if allowed by RCC and by-laws).
Latest General Information Sheet (GIS) on file or to be updated after approval (especially if board size/officers change).
Name verification (for a name change; ensure the new name passes the SEC’s “confusingly similar” and restricted-words screens).
Special annexes for particular amendments, e.g.:
- Increase of Authorized Capital Stock (ACS):
  - Treasurer’s Affidavit (at least 25% subscribed and at least 25% of the subscription paid; total paid-in ≥ ₱5,000).
  - List of subscribers and subscription details after the increase.
  - Proof of payment for the paid-in capital (bank certificate/statement).
  - Audited or interim financial statements where applicable.
  - Waivers of pre-emptive rights (if capital issued without honoring such rights and rights exist).
  - Foreign investment compliance (if foreign ownership affected: FIA/Nationality restrictions, Negative List/sectoral caps).
- Decrease of ACS: affidavit that creditors are not prejudiced; published notice and creditor consent/settlement where applicable; details on share cancellations/retirements.
- Change of principal office city/municipality: precise new address; downstream business permits and BIR updates will follow.
- Purpose change in regulated industries: prior endorsements/clearances from the concerned regulator (BSP, DOH–FDA, DICT/NTC, DOE, SEC Markets/Investment Houses, Insurance Commission, etc.), when applicable.

Effectivity: Amendments take effect upon SEC approval (or on a later effectivity date specified in the filing and allowed by the SEC). Using an unapproved name/purpose ahead of approval risks penalties.

D. Voting, notice, and meeting mechanics

Notice & quorum must follow the RCC and your by-laws. Electronic notices and remote participation are allowed if authorized.
Written assent in lieu of meeting is permitted under the RCC if the by-laws allow it or the law otherwise permits. Keep signed consents for the SEC file.

E. Filing channel, fees, and timelines

Channel: SEC electronic portal(s) for corporate amendments (the Commission continues to expand electronic lodgment; check your company’s enrolled account).
Fees (typical principles):
- Amendment filing fee: fixed basic fee for simple amendments (e.g., name/purpose text changes), plus legal research/documentary charges.
- Increase of capital: percentage-based on the amount of the increase, plus legal research and documentary charges.
- Name reservation/verification: separate small fees.
- Expedite/special handling: if offered, additional charge. Exact tariffs update from time to time; compute from the then-current SEC schedule.

F. Post-approval housekeeping

Update the GIS (reflect new board/structure), BIR registration (Books of Accounts, authority to print invoices/receipts if needed), and LGU business permits.
Banking & contracts: advise banks, counterparties, and regulators of name/purpose/seat or capital changes; amend permits (e.g., NTC license) if your purpose change touches a regulated activity.
Intellectual property: if the name changed, consider IPO-PHIL trademark filings.

II. Amending By-Laws

A. Who approves

Baseline rule: majority of the board and majority of outstanding capital stock (for stock corporations) or majority of members (for nonstock).
Board-only amendments: permitted if stockholders/members delegated the power to the board by at least 2/3 vote (RCC).
New by-laws after incorporation must be submitted to the SEC within the period the RCC provides (or the SEC may compel compliance).

B. Content best practices

Your by-laws should cover, at minimum:

Meetings (annual/special), notice, quorum, remote participation, record date, and proxy/MBR voting rules.
Board size/qualifications, independent directors where required (public companies, covered institutions), terms, vacancies, committees (audit, related-party, corporate governance, risk).
Officers: titles, election, duties, succession.
Stock & transfers: issuance, pre-emptive rights, share certificates, lost certificates, restrictions or ROFR (if any).
Dividends and retained earnings guardrails.
Conflict-of-interest and related-party transaction (RPT) approvals.
Inspection rights and books/records.
Notices/e-delivery, electronic signatures, and data privacy (coordination with DPA).
Arbitration/venue clauses (optional; ensure enforceability).
Amendment clause (including any delegation to the board).

C. Filing kit

Amended By-Laws (clean + blackline).
Directors’/Trustees’ Certificate (votes/quorum; notarized).
Minutes of the approving meetings.
If board-only amendment: attach the owners’ resolution granting delegation.
Fees: basic filing + legal research/documentary charges.

D. Effectivity and conflicts

Effective upon SEC approval, unless a later date is stated.
If AOI and by-laws conflict, AOI (and the RCC) control; harmonize documents during amendment.

III. Registering a Branch in the Philippines

“Branch registration” can mean (A) a Philippine branch of a foreign corporation (requires an SEC license to do business), or (B) an additional place of business of a Philippine (domestic) corporation (primarily BIR/LGU registrations, with SEC notifications via GIS and, where relevant, AOI updates). The processes are different.

A. Foreign Corporation Branch (SEC License)

1) Can a foreign company use a branch?

Yes—a branch is the foreign corporation itself operating in the Philippines, not a separate entity. It may conduct the same line of business as the head office, subject to:

Foreign Investments Act (FIA) and special laws (e.g., retail trade, utilities, mass media) that restrict or condition market entry.
Minimum investment/assigned capital rules for domestic market enterprises (generally US$200,000, subject to exceptions for exporters and high-technology/special skills enterprises). Certain sectors have higher capital floors (e.g., retail).
Nationality caps in partly nationalized activities (e.g., land ownership, public utilities, certain professional services) may bar or limit branches.

If the intended activities are 100% export (≥60% foreign sales), the FIA’s minimum capital may not apply in the same way. Always map the exact activity to the latest Negative List/sectoral law.

2) Core SEC licensing requirements

Expect, in substance:

Application for License (SEC form), stating Philippine business, capital assigned, and resident agent details.
Authenticated (apostilled/consularized) Board Resolution authorizing Philippine operations, designating a Resident Agent (individual or Philippine entity) and accepting service of process.
Certified/Apostilled corporate charter (articles, by-laws, and amendments) and latest audited financial statements of the head office.
Proof of inward remittance/assigned capital (consistent with FIA/sectoral law).
Resident Agent’s acceptance (notarized).
Local address (principal place of business in the Philippines).
Taxpayer information and beneficial ownership disclosures, as currently required.
Fees: license filing fees and legal research/doc stamps per SEC schedule.

3) Security deposit with the SEC

Within 60 days from the issuance of the license, a branch must deposit “securities satisfactory to the SEC” (e.g., government bonds/shares) with a statutory floor (historically ₱500,000, plus incremental deposits tied to Philippine gross income). The amount and top-ups track RCC/SEC rules. The deposit is for creditor protection and may be replaced/reappraised as required.

4) After the SEC license: mandatory registrations & compliance

BIR: TIN of the branch, books, invoices/receipts authority, 8%/graduated/regular CIT and VAT/percentage tax registrations as applicable; withholding on compensation and payments.
LGU: Mayor’s/Business permit, barangay clearance, fire safety, sanitation; annual renewals every January.
Social agencies: SSS, PhilHealth, Pag-IBIG for employees.
Regulators: industry licenses (BSP, IC, DOE, NTC, PEZA/BOI if applicable).
Annual filings: audited FS of the Philippine operations (audited by a Philippine independent CPA), Annual Report/AFS and GIS-equivalent disclosures as prescribed for branches (no stockholders, but beneficial ownership/resident agent data are required).
Taxes & remittances: branch profits remittance tax (BPRT) on profits repatriated to the head office (subject to treaty relief), VAT/withholding, transfer pricing documentation if intercompany services exist, and DST where applicable.

5) Practical structuring notes

A branch exposes the foreign head office to Philippine liabilities; a subsidiary (domestic corporation) confines liabilities to the local entity.
PEZA/BOI registrations, if sought, may steer you to a subsidiary instead of a branch depending on incentives.
Representative Office (not a branch) cannot earn income and has a minimum inward remittance (historically US$30,000); use only for liaison/quality control.

B. “Branch” of a Philippine (Domestic) Corporation (Additional Place of Business)

A domestic corporation doesn’t need a separate SEC “license” to open a branch/store/office within the Philippines. Instead, complete these steps and notifications:

Check AOI & by-laws
- Ensure your primary/secondary purpose covers the activity at the branch. If opening a retail outlet but your purpose is wholesale only, amend your purpose first.
- If using a different business name than the corporate name (e.g., “SunMart” as a trade style of Sun Holdings, Inc.), include/regularize the doing-business-as usage per SEC naming rules and internal corporate approvals; protect the mark at IPO-PHIL.
Board resolution
- Approving the opening of the branch, address, authorized signatories, bank accounts, and appointing a local branch manager.
BIR branch registration (new place of business)
- Register the branch under its own BIR facility code, secure ATP for receipts/invoices/charge slips specific to the branch, and register books used there.
- Update RDO assignments if the branch is in a different district.
LGU permits
- Mayor’s/Business permit for the branch city/municipality, barangay clearance, zoning, fire and sanitation clearances, environmental permits if applicable.
Other agencies
- DTI Fair Trade, FDA, DENR, DA-BAI/BAFS, DOLE notices, DOE, DICT/NTC—as your activity dictates.
SEC notifications
- Update GIS with additional contact/establishments where the form provides.
- Amend AOI only if the principal office city/municipality changes or if your purposes/share structure need revision. Branch addresses themselves ordinarily do not go into the AOI.
Accounting & tax
- Maintain branch-level books for revenue, inventory, payroll, and taxes. Consolidate at HO for AFS, but BIR treats branches as distinct places of business for invoicing and certain compliance.

IV. Step-by-Step Checklists

A. AOI Amendment (e.g., purpose change or name change)

Map the change → confirm RCC/statutory and sectoral constraints.
Draft amendment text (precise wording; for purpose, separate primary vs secondary).
Convene board; approve by majority.
Convene owners; obtain 2/3 approval (or follow valid delegation rules).
Prepare Directors’/Trustees’ Certificate, minutes, amended AOI (clean + blackline), and any special annexes.
Lodge electronically with fees; respond to SEC clarifications.
Receive SEC Certificate of Filing of Amended AOI.
Roll out post-approval updates (GIS, BIR, LGU, banks, regulators, IP filings).

B. By-Laws Amendment

Draft revisions; align with RCC and AOI; ensure CG/RPT/ID requirements if you’re a public company or covered institution.
Obtain approvals (board + stockholders/members or board alone if properly delegated).
Prepare Directors’/Trustees’ Certificate, minutes, clean/blackline by-laws.
File electronically with fees.
Update internal manuals/policies; train officers and board committees on the changes.

C. Foreign Branch SEC License

Confirm eligibility under FIA and any industry-specific law; check capital floors and nationality caps.
Reserve/verify corporate name for use in the Philippines.
Pass board resolution authorizing the branch; appoint resident agent.
Gather apostilled charter/by-laws/FS; prepare Philippine application and agent’s acceptance.
Identify principal place of business in the Philippines.
File with fees; respond to SEC comments.
Upon license issuance: within 60 days, post security deposit; then register with BIR, obtain LGU permits, and enroll with SSS/PhilHealth/Pag-IBIG.
Set up books, invoicing, and tax registrations (VAT/percentage tax, withholding).
Calendar annual filings (AFS, other SEC reports) and BPRT on remittances where applicable.

D. Domestic Corporation Opening a Branch (New Place of Business)

Board resolution; designate branch manager and signatories.
Secure lease/ownership documents for the site.
Obtain LGU permits and clearances.
Register branch with the BIR and set up books/receipts.
Update GIS and internal compliance registers; notify counterparties.
Implement internal controls (inventory, cash, data privacy, H&S) and payroll enrollments.

V. Special Topics & Pitfalls

Appraisal rights: Certain amendments (e.g., changing primary purpose, extending/shortening corporate term, changing rights/preferences of shares, sale of all/substantially all assets) can trigger dissenters’ appraisal rights; follow RCC procedures for demand, valuation, and payment.
Creditors’ protection on capital decreases: Publish notices where required; obtain creditor consent or provide for payment/security.
Pre-emptive rights: If your AOI grants them (RCC default may grant unless denied), an issuance that bypasses existing stockholders typically needs waivers or a pre-emptive round.
Reserved/regulated words in names: Using “bank,” “finance,” “insurance,” “foundation,” “cooperative,” “holding company,” etc. typically requires proof of authority or special conditions.
Principal office precision: AOI must state city/municipality (and sometimes “within the Philippines”). If you move cities, you must amend the AOI.
Digital meetings/e-signatures: Ensure by-laws/policies authorize electronic notices, remote attendance, and electronic signatures for corporate approvals. Keep comprehensive records.
Data privacy: Opening branches implies new personal data processing; register/notify the NPC where required and update privacy notices.
Tax incentives vs. structure: Branch vs. subsidiary can affect incentive eligibility, treaty use, BPRT, and dividend vs profit remittance taxation. Model the outcomes.

VI. Model Clauses & Templates (Guide Snippets)

Directors’ Certificate (AOI Amendment) We, the undersigned directors/trustees of [Corporation], hereby certify that at a meeting of the Board held on [date], at which a quorum was present, the attached Amended Articles of Incorporation were approved by at least a majority of the Board, and thereafter on [date], the same were approved by stockholders holding at least two-thirds (2/3) of the outstanding capital stock [or members representing at least two-thirds (2/3) of all members], in accordance with the Revised Corporation Code and the by-laws. (…signature lines, notarization…)

Resident Agent Acceptance (Branch License) I, [Name], of legal age, [nationality], with address at [address], hereby accept appointment as Resident Agent in the Philippines of [Foreign Corporation] and agree to receive summons and legal processes on its behalf. (…signature lines, notarization…)

VII. Records to Keep (For Audits and SEC Queries)

Original board/owners’ minutes and attendance/notice proofs.
Signed certificates/affidavits (treasurer, resident agent, waivers).
Filed copies with SEC barcodes/acknowledgements and ORs for fees.
Bank certificates and remittance proofs.
Security deposit instruments and valuation reports (for branches).
AFS, tax returns, and GIS/equivalents for at least the statutory retention period.

VIII. Quick Decision Tree

Are you changing name/purpose/seat/capital/share rights? → AOI amendment (board maj. + 2/3 owners; special annexes).
Are you changing meeting/voting/officer rules? → By-laws amendment (board + majority owners, or board if delegated).
Are you a foreign company seeking to earn income in PH? → SEC branch license (+ security deposit, FIA/sectoral tests).
Are you a PH company opening another outlet/office? → BIR/LGU branch setup, SEC notifications (no separate “license”).

Final Notes

Philippine corporate compliance is form-intensive. Draft carefully, keep blacklines, observe notarization/apostille rules, and maintain strict records.
Fee schedules, electronic platforms, and specific annex lists do change. Before filing, validate your checklists against the current SEC issuances and any industry-specific regulations that apply to your business.
When in doubt (e.g., foreign equity limits, retail/financial services, or capital decreases), obtain professional advice; mistakes here are costly and slow to unwind.