Changing your corporation’s name in the Philippines requires more than just updating your signage, website, or marketing materials. Your corporate name forms part of your official legal identity on file with the Securities and Exchange Commission (SEC). To make the change legally effective, you must amend your Articles of Incorporation (AOI) and secure SEC approval. The good news is that the SEC now handles most name-change amendments entirely online through its eAMEND portal under a simplified “Simple Processing” track.
This guide explains exactly how to do it in practice—what the law requires, the documents you need, how to file online, realistic timelines, costs, and the important steps that follow SEC approval so your rebranding stays fully compliant.
The Legal Foundation for a Corporate Name Change
Under Section 15 of the Revised Corporation Code of the Philippines (Republic Act No. 11232), any amendment to the Articles of Incorporation—including a change in corporate name—requires:
- A majority vote of the board of directors or trustees, and
- The vote or written assent of stockholders representing at least two-thirds (2/3) of the outstanding capital stock (for stock corporations) or at least two-thirds (2/3) of the members (for non-stock corporations).
The amended AOI must clearly show the changes (usually by underscoring or highlighting the new provision) and be certified under oath by the corporate secretary and a majority of the directors or trustees. The amendment takes effect only upon approval by the SEC.
Section 17 of the same law further requires that the new corporate name must be distinguishable from any name already reserved or registered with the SEC. It cannot be misleading, protected by law, or contrary to existing rules. The SEC will reject names that are confusingly similar—even minor differences in punctuation, spacing, or word form usually do not make a name distinguishable.
These rules protect the public and prevent confusion in the marketplace. A properly approved name change updates your legal identity while keeping your SEC registration number (CRN) the same.
Step-by-Step Process to Change Your Corporate Name Online
1. Verify and Reserve Your Proposed New Name
Before calling any meetings or preparing documents, confirm that your desired name is available.
- Go to the SEC’s eSPARC portal (esparc.sec.gov.ph) and use the name verification/reservation feature.
- Enter your proposed name and at least one or two strong alternatives.
- If the system clears it, reserve the name. You will receive a Name Reservation Slip or confirmation (usually valid for 30 days and extendable).
Do this first. Many corporations waste time and money only to discover their preferred name is already taken or too similar to an existing one. Also check the Intellectual Property Office (IPOPHL) database for conflicting trademarks if your name will be heavily used in branding.
2. Secure the Required Internal Approvals
You cannot file the amendment without proper corporate authority.
For ordinary stock corporations:
- Hold a board meeting (or use written consents if your by-laws allow) to approve the name change and authorize the filing of the amended AOI. A simple majority of directors is enough.
- Then obtain stockholder approval—either at a meeting or through written assent—representing at least 2/3 of the outstanding capital stock.
- Document everything carefully. The corporate secretary must prepare a notarized Directors’/Trustees’ Certificate that states the exact dates of meetings or assents, the quorum, the votes obtained, and that the amendment was approved in accordance with Section 15 of the Revised Corporation Code.
For One Person Corporations (OPCs): The process is much simpler. The single stockholder just executes a written resolution approving the name change. No board or multiple stockholder votes are needed.
Remote participation and voting in absentia are allowed under the Revised Corporation Code, which helps when stockholders or directors are abroad or scattered.
3. Prepare the Amended Articles of Incorporation and Supporting Documents
Draft the amended AOI with a clear prefatory clause such as:
“THAT Article I of the Articles of Incorporation is hereby amended to read as follows:
The name of the corporation shall be [NEW CORPORATE NAME], INC.”
Show the full text of the amended provision and mark the changes (underscoring is traditional and helpful). The document must be certified as a true copy of the amendment approved by the required votes.
Gather the other required documents (detailed in the next section). All notarized documents should be scanned in clear, high-resolution PDF format. The SEC accepts properly scanned notarized originals for eAMEND filings.
4. File Through the SEC eAMEND Portal (Simple Processing)
Corporate name change falls under Simple Processing per SEC Memorandum Circular No. 3, Series of 2026.
Here’s how to file:
- Create or log in to an eSECURE account at esecure.sec.gov.ph (this is required to access eAMEND).
- Go to the eAMEND portal at eamend.sec.gov.ph.
- Select the amendment application for change of corporate name (Simple Processing track).
- Complete the online form, upload all required PDFs, and attach your Name Reservation Slip.
- The system will assess the filing fee—pay it electronically through the portal’s payment facility.
- Submit the application. You will receive a confirmation and reference number.
No physical visit to the SEC office in Pasig or any regional office is normally required for simple name changes.
5. SEC Review, Approval, and Post-Approval Requirements
For complete Simple Processing applications, the SEC typically processes and issues a digital Certificate of Amendment (with QR code for verification) within a few working days (commonly 2–7 working days, though queries can extend this).
Important practical requirement: Even after you receive the digital certificate, you must still submit two (2) sets of hard copies of the amendment documents together with proof of payment of filing fees to the SEC within fifteen (15) calendar days from issuance of the digital certificate. Failure to do so on time triggers penalties—₱50,000 if submitted late but within 45 days, and cancellation of the approval (with forfeiture of fees) after 45 days.
Once approved, the amendment is effective. You should begin using the new name in official documents, but coordinate the timing with your BIR update (see below) to avoid invoice or receipt mismatches.
Required Documents for Corporate Name Change (Simple Processing via eAMEND)
- System-generated Cover Sheet and Amendment Form (from the portal)
- Name Reservation Slip / Verification confirmation from eSPARC
- Notarized Directors’/Trustees’ Certificate (or single stockholder resolution for OPC) detailing the approvals
- Amended Articles of Incorporation (with changes clearly indicated and properly certified)
- Monitoring Clearance or Affidavit of Undertaking (as required by the portal)
- Any favorable endorsement from a government agency (only if the new name implies a regulated activity, e.g., “bank,” “insurance,” or similar—rare for ordinary name changes)
Fees and Typical Timelines
SEC filing fee for a straightforward AOI amendment (name change only) is approximately ₱2,000 plus the Legal Research Fund (1% of the filing fee). Name reservation/verification fees are modest (around ₱100 or more depending on the period). Notarial fees usually range from ₱200–₱500. Total out-of-pocket SEC-related costs are often ₱2,000–₱3,500 before professional fees.
Timelines (realistic for most domestic corporations):
- Name verification and reservation: Same day to 1–2 days
- Internal approvals and notarization: 3–14 days (longer if many stockholders or scheduling is difficult)
- eAMEND filing to digital Certificate of Amendment: 2–7 working days (Simple Processing)
- Hard copy submission window: Must be done within 15 calendar days after digital approval
- Full transition (BIR, banks, permits, etc.): Usually 4–8 weeks total from decision to complete update
Bundling the name change with other simple amendments (e.g., address or purpose) can sometimes optimize fees and processing.
Common Challenges and How Ordinary Corporations Handle Them
Many small and medium-sized corporations, family businesses, and even foreign-owned companies successfully complete name changes every year. The most frequent pain points are:
- Name rejection — Run multiple options through the verifier early and have backups ready. Adding distinctive words or descriptors often solves similarity issues.
- Incomplete or vague certificates — The Directors’ Certificate must explicitly state the vote counts, dates, and compliance with Section 15. Vague language is a common cause of queries or rejection.
- Compliance holds — Unpaid SEC penalties or overdue General Information Sheet (GIS) or Audited Financial Statements can block filing. Clear these first.
- Timing with other agencies — Using the new name on official receipts or invoices before updating your BIR registration often creates mismatches and headaches. Coordinate the BIR Form 1905 filing promptly after SEC approval.
- Stockholder coordination — For corporations with many or overseas stockholders, use written assents or remote meetings (allowed under the Revised Corporation Code) to avoid delays.
- Hard copy submission deadline — The 15-day rule after digital approval catches many by surprise. Mark it in your calendar immediately.
Foreign-owned corporations or those with foreign directors follow essentially the same process. Documents executed abroad may require apostille (and, in some cases, consularization), but most companies use locally notarized resolutions signed by authorized resident representatives to keep things straightforward. The foreign equity percentage and ownership structure remain unchanged.
Frequently Asked Questions
How long does it take to change a corporate name with the SEC in the Philippines?
For a straightforward name change filed under Simple Processing through eAMEND, expect 2–7 working days for SEC approval of the digital certificate once a complete application is submitted, plus time for internal approvals and the mandatory hard-copy submission afterward. Full transition with BIR and other agencies usually takes 4–8 weeks total.
Can I change my corporation’s name entirely online?
Yes. The SEC’s eAMEND portal allows online submission, payment, and issuance of a digital Certificate of Amendment for corporate name changes (Simple Processing). You will still need to submit hard copies within 15 calendar days after approval.
What documents are required for a corporate name change amendment?
The core documents are the Name Reservation Slip, notarized Directors’/Trustees’ Certificate (or OPC resolution), Amended Articles of Incorporation showing the name change, and system-generated forms from eAMEND. Additional items like endorsements are needed only in specific regulated cases.
Does changing the corporate name affect my SEC registration number or legal personality?
No. Your SEC registration number (CRN) stays the same. The corporation remains the same legal entity—only the name changes upon SEC approval of the amendment.
How do I change the name of a One Person Corporation (OPC)?
The process is simpler. The single stockholder executes one written resolution approving the name change. The rest of the filing (name reservation, eAMEND submission, documents) follows the same Simple Processing track.
Can I start using the new name before the SEC approves the amendment?
It is not advisable. Until the SEC issues the Certificate of Amendment, your official legal name remains the old one. Using the new name prematurely can create confusion with government agencies, banks, and contracts. Wait for approval and coordinate updates carefully.
Do I need to update my BIR registration after changing my corporate name?
Yes. File BIR Form No. 1905 (Application for Registration Information Update) at your Revenue District Office, attaching a copy of the SEC Certificate of Amendment. Do this promptly to avoid issues with invoices, receipts, and tax filings. You will also need to update your Certificate of Registration (COR) and Authority to Print.
What happens if my proposed name is rejected by the SEC?
You can submit alternative names. The eSPARC verifier will usually indicate why a name was rejected (e.g., similarity to an existing corporation). Choose a clearly distinguishable name and re-verify before proceeding with internal approvals.
Are there extra requirements for foreign-owned corporations changing their name?
The core SEC process is the same. Foreign equity limits and ownership structure are unaffected. If any documents are executed abroad, proper authentication (apostille) may be needed, though most companies handle approvals locally through resident agents or authorized signatories.
Key Takeaways
- A corporate name change requires an amendment to the Articles of Incorporation under Section 15 of the Revised Corporation Code (RA 11232) and SEC approval.
- Corporate name changes are processed as Simple Processing through the SEC’s eAMEND portal after you first secure a Name Reservation Slip via eSPARC.
- Internal approval needs a majority of the board plus at least 2/3 stockholder (or member) assent; OPCs need only a single stockholder resolution.
- File online via eSECURE → eAMEND, pay fees electronically, and receive a digital Certificate of Amendment—then submit hard copies within 15 calendar days to avoid penalties.
- The amendment takes effect upon SEC approval. Promptly update BIR (Form 1905), social agencies, LGU permits, banks, and internal records afterward.
- Plan ahead for name availability, complete documentation, and the post-approval hard-copy deadline. Most ordinary domestic corporations complete the SEC portion smoothly when documents are prepared correctly.
Following these steps gives you a clear, compliant path to update your corporation’s name while minimizing delays and compliance risks. Many businesses successfully rebrand this way every year—proper preparation and attention to the online process and follow-up requirements make all the difference.