If you're searching for how to change your corporate name in the Philippines by amending the Articles of Incorporation, you're likely dealing with a rebrand, a name conflict, ownership changes, or simply wanting your company's legal identity to match its current direction. The process is governed by clear rules under Philippine law and has become much more streamlined thanks to the Securities and Exchange Commission's online systems. Most steps for straightforward name changes can now be handled through the SEC's eAMEND portal, though proper preparation, notarization, and a follow-up hard copy submission are still required.
This guide explains the complete, practical process based on current procedures so you can move forward with confidence, minimize delays, and handle the necessary follow-up updates with other government agencies.
Legal Basis for Changing a Corporate Name
The primary law is the Revised Corporation Code of the Philippines (Republic Act No. 11232), which took effect in 2019 and replaced the old Corporation Code.
Section 15 outlines how any provision in the Articles of Incorporation may be amended. For stock corporations, this requires a majority vote of the Board of Directors plus the vote or written assent of stockholders representing at least two-thirds (2/3) of the outstanding capital stock. For non-stock corporations, it is a majority of the Board of Trustees plus at least two-thirds (2/3) of the members. The amendment becomes effective upon SEC approval. If the SEC fails to act within six months for reasons not attributable to the corporation, the amendment is deemed approved from the filing date.
Section 17 governs corporate names. The proposed name must be distinguishable from any name already reserved or registered with the SEC or protected by law. It cannot be identical or confusingly similar, even with minor differences in punctuation, articles, or word forms. The SEC can reject names that are misleading, contrary to law, morals, good customs, or public policy, or that imply a purpose the corporation is not authorized to pursue.
These rules are further implemented through SEC Memorandum Circular No. 3, Series of 2026, which classifies corporate name changes as Simple Processing when filed through the eAMEND portal. This classification allows for faster digital approval and issuance of a Certificate of Filing of Amendment.
Step-by-Step Process to Change Your Corporate Name Online
1. Verify and Reserve the New Corporate Name
Before preparing any corporate resolutions, confirm that your desired name is available.
Go through the SEC’s name verification and reservation system (accessible via the main SEC portals or integrated with eSPARC). Search thoroughly for identical or confusingly similar names. It is also wise to check the Intellectual Property Office of the Philippines (IPOPHL) trademark database to avoid future conflicts with registered marks.
Once a suitable name is found, secure a Name Reservation Slip or confirmation. This document (or its reference code) will be required when you file the amendment. Reservation usually lasts for a limited period, so time your internal approvals accordingly. A small fee applies for reservation and verification.
2. Obtain Board and Stockholder (or Member) Approvals
Schedule a board meeting (or obtain written consents where allowed) to approve the specific amendment to the corporate name.
Prepare a clear board resolution stating that Article I (or the equivalent article containing the name) of the Articles of Incorporation is amended to adopt the new name. The board must approve by majority vote.
For stock corporations, you also need stockholder approval representing at least 2/3 of the outstanding capital stock. This can occur at a stockholders’ meeting with proper notice and quorum, or through written assent. Document the exact voting results in the minutes.
For One Person Corporations (OPCs), the single stockholder simply issues a written resolution—no separate board or 2/3 vote is needed.
Have the Corporate Secretary prepare and notarize the necessary certificates (Directors’/Trustees’ Certificate and/or Secretary’s Certificate) attesting to the approvals, dates, quorum, and voting results. These certificates are critical supporting documents.
3. Prepare the Amended Articles of Incorporation and Supporting Documents
Draft the Amended Articles of Incorporation. In most cases, only the corporate name changes, so revise the specific article that states the name (commonly the First Article). Include a clear amending clause such as: “THAT Article I of the Articles of Incorporation is hereby amended to read as follows: [full new corporate name].”
Prepare two versions:
- A clean final version signed by the President (or authorized officer) and the Corporate Secretary.
- A marked-up version showing the changes (typically by underscoring the amended portions).
All required documents must be scanned clearly (recommended 200 dpi or higher) and saved as PDFs for upload.
4. File the Application Through the eAMEND Portal
Create or log in to an eSECURE account at esecure.sec.gov.ph if you do not already have one. Then access the eAMEND portal at eamend.sec.gov.ph.
Select the appropriate amendment application type for change of corporate name under Articles of Incorporation. Upload the complete set of PDF documents. The system will generate a Cover Sheet and Amendment Form.
Review the Payment Assessment Form (PAF) generated by the portal, pay the assessed filing fees online through available channels (such as GCash, LandBank, or UnionBank), and retain the proof of payment.
Name changes qualify for Simple Processing under the 2026 guidelines, which generally results in quicker review.
5. SEC Review, Approval, and Digital Certificate
For straightforward name-change applications under Simple Processing, review typically takes 3 to 10 working days once the submission is complete and compliant. The SEC examiner checks for completeness, consistency of documents, name availability/distinguishability, and proper approvals.
If approved, you can download the digital Certificate of Filing of Amended Articles of Incorporation (or Certificate of Amendment). This digital document usually includes verification features such as a QR code.
6. Submit Hard Copies and Complete Post-Amendment Requirements
Even after digital approval, you must submit two (2) complete sets of hard copies of all amendment documents together with proof of payment to the SEC within 15 calendar days from the issuance of the digital certificate.
Missing this deadline triggers penalties: ₱50,000 for submissions between 16 and 45 days. After 45 days, the application may be cancelled and fees forfeited. Keep originals safely for your records and future audits.
Update your records with other agencies promptly (details below). Reflect the new name in your next General Information Sheet (GIS) filing.
Required Documents for a Corporate Name Change Amendment
- System-generated Cover Sheet and Amendment Form from eAMEND
- Amended Articles of Incorporation (clean signed version and marked-up version showing changes)
- Directors’/Trustees’ Certificate (notarized, detailing board approval)
- Secretary’s Certificate (notarized, detailing stockholder/member approval and voting results)
- Name Reservation Slip or confirmation from the SEC name verification system
- Proof of online payment of filing fees
- For regulated industries: Prior favorable endorsement or clearance from the primary regulator (e.g., Bangko Sentral ng Pilipinas for financial institutions)
- For OPCs: Resolution signed by the single stockholder (simplified requirements apply)
- Any additional affidavits or undertakings the portal or examiner may require (such as an Affidavit of Undertaking regarding post-evaluation compliance)
All notarized documents should use current notarial formats. Documents executed abroad generally require apostille authentication under the Hague Apostille Convention.
Fees and Typical Timelines
Filing fees for a simple name-only amendment through eAMEND are usually in the range of ₱2,000 to ₱3,000, including the basic filing fee and Legal Research Fee (1% of the filing fee, minimum ₱10). The exact amount appears on the Payment Assessment Form before you pay. Separate fees apply for name reservation/verification.
Overall timeline for a well-prepared application:
- Internal corporate approvals and document preparation: 1–4 weeks (depends on scheduling meetings and notarization)
- SEC online processing (Simple Processing): 3–10 working days
- Hard copy submission and post-approval updates: 2–4 weeks
Many complete applications finish within 4–8 weeks total when there are no complications.
Common Challenges and How to Avoid Them
Name rejection is one of the most frequent issues. The SEC strictly enforces distinguishability rules. Perform comprehensive searches early and consider adding distinctive words if your first choice is too generic or similar to existing names.
Delinquent SEC compliance (unfiled GIS, AFS, or outstanding penalties) often blocks or delays processing. Clear all compliance issues before filing.
Inconsistent documents—such as mismatched dates on certificates, missing vote tallies, or unsigned pages—lead to rejection or requests for correction. Double-check everything before upload.
Missing the 15-day hard copy deadline is a costly and common pitfall under the current rules. Assign responsibility for physical submission immediately after digital approval.
For corporations with foreign ownership or owners based abroad, ensure proper authorization and apostille of foreign-executed documents. The core process remains the same, but additional time for authentication should be factored in.
Regulated industries (banking, insurance, education, etc.) require prior clearance from the supervising agency. Start this step early.
Small businesses and OPCs sometimes underestimate the need for formal stockholder-level approval or proper notarization. Even simplified structures must still comply with the 2/3 (or single-stockholder) voting threshold and documentation rules.
Updating Records with Other Government Agencies After SEC Approval
SEC approval of the name change does not automatically update your records elsewhere. You must proactively notify:
- Bureau of Internal Revenue (BIR): File BIR Form 1905 within 30 days to update your Certificate of Registration. You may also need a new Authority to Print (ATP) for official receipts and invoices to avoid mismatches during audits or claims.
- Local Government Unit (LGU): Update your business permit or mayor’s permit at the city or municipality where your principal office is located.
- Social Security System (SSS), PhilHealth, and Pag-IBIG Fund: Submit employer data amendment forms to update your employer records.
- Banks and financial institutions: Update accounts, signature cards, and loan documents.
- Other licenses and permits: Review and amend industry-specific licenses (FDA, DOE, etc.) and contracts as needed. Existing contracts generally remain valid, but notifying counterparties and updating key agreements is good practice.
- General Information Sheet (GIS): Reflect the new name in your next regular GIS filing.
Failing to update these creates mismatches that can cause problems with payments, permits, tax filings, and banking transactions.
Frequently Asked Questions
How long does it take to change a corporate name in the Philippines?
For a complete and compliant application under Simple Processing, SEC digital approval usually comes within 3–10 working days after submission. Including internal approvals, document preparation, hard copy submission, and updates with BIR and other agencies, most people complete the full process in 4–8 weeks.
Can I change my company name entirely online through the SEC?
Yes, the main filing and payment are done online via the eAMEND portal at eamend.sec.gov.ph. However, you must still notarize key documents and submit two sets of hard copies to the SEC within 15 calendar days after receiving the digital certificate.
Do I need stockholder approval to change the corporate name?
Yes. Under Section 15 of the Revised Corporation Code, you need majority board approval plus at least two-thirds (2/3) of the outstanding capital stock (for stock corporations) or two-thirds (2/3) of the members (for non-stock corporations). For One Person Corporations, the single stockholder’s resolution is sufficient.
What happens if my preferred new name is already taken or too similar?
The SEC will reject the amendment. Conduct a thorough name search and reservation first through the SEC’s system. Also check IPOPHL trademarks. Choose a clearly distinguishable name and secure the reservation before finalizing board and stockholder approvals.
How much does it cost to amend the Articles of Incorporation for a name change?
Expect total SEC filing fees of roughly ₱2,000 to ₱3,000 for a standard name-only change (exact amount shown on the portal’s Payment Assessment Form). Add costs for name reservation, notarization, and any professional assistance. Post-approval updates with BIR and LGU may involve additional small fees.
Is the process different for a One Person Corporation (OPC)?
It is simpler. You only need a written resolution from the single stockholder instead of separate board and 2/3 stockholder approvals. The rest of the eAMEND filing and hard copy requirements remain essentially the same.
Do I need to update my BIR registration after changing the company name?
Yes. File BIR Form 1905 within 30 days of SEC approval. This updates your Certificate of Registration and helps avoid issues with official receipts, invoices, and tax records.
Can a foreigner change the name of a Philippine corporation they own?
Yes. The process is the same. Foreign owners or signatories should ensure proper authorization (such as a board resolution or special power of attorney) and apostille any documents executed outside the Philippines.
What documents are typically required for a corporate name change with the SEC?
You will need the amended Articles of Incorporation, notarized Directors’/Trustees’ and Secretary’s Certificates, Name Reservation confirmation, proof of payment, and the system-generated cover sheet. Regulated industries may need additional clearances.
What if I miss the 15-day deadline to submit hard copies after eAMEND approval?
You will incur a ₱50,000 penalty for late submission between 16 and 45 days. After 45 days, the SEC may cancel the application and forfeit the fees paid.
Key Takeaways
- Corporate name changes require amending the Articles of Incorporation under Section 15 of the Revised Corporation Code (RA 11232) and SEC approval under Section 17 name rules.
- Name changes qualify for Simple Processing through the eAMEND portal, enabling digital filing and faster issuance of a digital Certificate of Amendment.
- Thorough name verification and reservation, proper board and stockholder approvals (documented in notarized certificates), and complete document uploads are essential for quick approval.
- After digital approval, submit two sets of hard copies within 15 calendar days to avoid significant penalties.
- Update BIR (via BIR Form 1905), LGU business permit, SSS, PhilHealth, Pag-IBIG, banks, and other records promptly after SEC approval.
- Common delays come from name conflicts, incomplete or inconsistent documents, delinquent SEC compliance, or missing the hard-copy deadline.
- The process is the same for most domestic corporations, including foreign-owned ones and OPCs (with simplified internal approvals for the latter).
- Planning ahead with clear documentation and assigning responsibility for each stage helps avoid unnecessary costs and business disruption.
Following these steps carefully will help you complete the name change efficiently and keep all your corporate and regulatory records consistent.