How to Change Your Corporation's Name by Amending the Articles of Incorporation with the SEC in the Philippines

If you're a business owner in the Philippines who needs to rebrand, fix a name conflict, or update your corporation's identity to better match its current direction, changing the corporate name requires a formal amendment to the Articles of Incorporation filed with the Securities and Exchange Commission (SEC). You cannot simply start using a new name on contracts, invoices, or marketing materials—the registered name is part of your corporation's legal identity. This guide explains the full process under the Revised Corporation Code, the current eAMEND filing system, required steps, documents, fees, timelines, and what happens afterward so you can complete everything smoothly and avoid common delays.

Why a Formal Amendment Is Required

Your corporation's name is one of the core details in the Articles of Incorporation (AOI), the foundational document that establishes its legal existence with the SEC. Using an unapproved name can create problems with government agencies, banks, suppliers, and even contract enforcement. The SEC also has authority to order a corporation to stop using a name that is identical or confusingly similar to an existing one. Amending the AOI makes the change official, updates the SEC's records, and gives you a new certificate you can use to update everything else.

Legal Foundation Under Philippine Law

The rules come primarily from Republic Act No. 11232, the Revised Corporation Code of the Philippines (2019). Section 15 governs amendments to the Articles of Incorporation. Any change, including the corporate name, needs approval by a majority of the board of directors or trustees plus the vote or written assent of stockholders representing at least two-thirds (2/3) of the outstanding capital stock (for stock corporations). For non-stock corporations, it requires a majority of trustees and at least two-thirds (2/3) of the members. One Person Corporations (OPCs) use a simpler single written resolution from the sole stockholder.

Section 17 requires that the new name must be distinguishable from existing reserved or registered corporate or partnership names and must not be protected by law or contrary to public policy. The SEC will reject names that are identical or deceptively similar—even differences in words like “Inc.,” “Corporation,” punctuation, or spacing usually do not make a name distinguishable. Amendments take effect upon SEC approval. If the SEC does not act within six months for reasons not attributable to the corporation, the amendment is deemed approved from the filing date.

Name changes are processed under the SEC’s eAMEND portal as “Simple Processing” per SEC Memorandum Circular No. 3, Series of 2026.

Getting Internal Corporate Approval

Before filing with the SEC, you must secure proper internal approval and document it carefully.

For a regular stock corporation, call a board meeting where a majority of directors approve the proposed amendment. Then hold a stockholders’ meeting (with proper notice and quorum) or obtain written consents where stockholders representing at least 2/3 of outstanding capital stock approve. Record everything in minutes or written resolutions that clearly state the exact new name and the voting results.

For non-stock corporations, follow the parallel rules for trustees and members. For One Person Corporations, the single stockholder simply signs a written resolution approving the name change—no meeting needed.

Many corporations prepare both a Directors’/Trustees’ Certificate and a Secretary’s Certificate. These notarized documents certify the votes, that there are no pending intra-corporate disputes or cases that would block the amendment, and that the corporation is in good standing with its reportorial requirements. Delinquent GIS or AFS filings often cause the eAMEND system to block submissions, so clear any compliance issues first.

Step-by-Step Process Using the eAMEND Portal

Here is the practical sequence most corporations follow in 2026:

  1. Verify and reserve the new name. Go to the SEC’s eSPARC system (esparc.sec.gov.ph) and check name availability. It is wise to submit your top choice plus two alternatives. Pay the reservation fee (typically ₱100 for 30 days, renewable). Download the Name Reservation Notice or slip—this is usually required when you file the amendment. Also run a quick trademark search on the IPOPHL website to reduce the risk of future conflicts.

  2. Secure and document board and stockholder (or member) approval. Hold the meetings or obtain written assents as described above. Prepare the certificates and resolutions.

  3. Draft the Amended Articles of Incorporation. Change only Article I (the name clause) in most cases. Include a clear amending provision such as: “THAT Article I of the Articles of Incorporation is hereby amended to read as follows: [full new corporate name including ‘Inc.’ or ‘Corporation’ as appropriate].” Prepare both a clean version and a version showing the changes (often by underscoring). Have the President (or authorized officer) and Corporate Secretary sign.

  4. Prepare supporting documents. These typically include the system-generated Cover Sheet and Amendment Form from eAMEND, the notarized Directors’/Trustees’ Certificate, Secretary’s Certificate (no pending cases or intra-corporate disputes), Name Reservation Slip, Monitoring Clearance or Affidavit of Undertaking, and Affidavit of Undertaking for Post-Evaluation. For regulated industries (banking, education, etc.), you may also need favorable endorsement or clearance from the supervising agency (BSP, CHED, etc.).

  5. File through the eAMEND portal. Log in at eamend.sec.gov.ph (create an eSECURE account if you do not have one). Select the amendment type for change of corporate name under Articles of Incorporation. Upload clear PDF scans (recommended 200 dpi) of all documents. The system generates the Cover Sheet.

  6. Pay the assessed fees online. The portal shows the exact amount. Pay via available channels (e.g., LandBank, GCash). Keep the proof of payment.

  7. Receive digital approval. For Simple Processing name changes, review usually takes 3–10 working days once documents are complete. Download the digital Certificate of Filing of Amended Articles of Incorporation / Certificate of Amendment (with QR code for verification).

  8. Submit hard copies within 15 calendar days. Print two complete sets of the documents plus proof of payment and submit them to the SEC. This step finalizes the process and allows issuance of the original certificate. Missing the 15-day window triggers a ₱50,000 penalty (if submitted within 45 days) or cancellation of the application and forfeiture of fees (after 45 days).

Documents Typically Required

  • System-generated Cover Sheet and Amendment Form (eAMEND)
  • Amended Articles of Incorporation (signed, with amending clause)
  • Notarized Directors’/Trustees’ Certificate (showing vote results)
  • Secretary’s Certificate (compliance and no disputes)
  • Name Reservation Slip/Notice from eSPARC
  • Monitoring Clearance or Affidavit of Undertaking
  • Affidavit of Undertaking for Post-Evaluation
  • Proof of payment of SEC fees
  • Industry-specific clearances or endorsements (if applicable)
  • For documents executed abroad: proper notarization and apostille authentication

Keep original notarized copies for your records and future audits.

Fees and Timelines

Filing fees for a straightforward name-change amendment are typically in the ₱1,000–₱2,500 range (filing fee plus Legal Research Fee of 1% with a minimum of ₱10), plus the separate name reservation fee. The exact amount appears on the portal’s Payment Assessment Form. Name reservation is usually ₱100 per 30-day period.

From internal approvals to digital certificate, most compliant corporations complete the SEC portion in 2–6 weeks. Simple Processing moves relatively quickly once documents are in order. The critical post-approval deadline is the 15-calendar-day hard-copy submission.

Common Challenges and How to Avoid Them

Name rejection is the most frequent early hurdle—either the name is already taken or too similar to an existing entity or protected mark. Always verify thoroughly in eSPARC and check trademarks before investing time in meetings.

Delinquent reportorial requirements (unfiled GIS or AFS, unpaid penalties) often block eAMEND submissions. Clear these first.

Incomplete or inconsistent documents (mismatched dates, missing signatures, incorrect vote tallies) cause rejection or requests for clarification. Double-check everything.

For foreign-owned corporations or documents signed abroad, apostille authentication is usually required—plan extra time for this.

Regulated industries need extra clearances. Start those processes early.

Many owners focus only on the SEC step and then face problems when they cannot issue invoices under the new name or renew permits. Treat the downstream updates as part of the project from the beginning.

What to Do After SEC Approval

Update your next General Information Sheet (GIS) filing with the SEC to reflect the new name on page 1.

File BIR Form 1905 (Application for Registration Information Update) at your Revenue District Office (RDO) to update your Certificate of Registration and records. Attach the amended SEC certificate. This is important for proper invoicing and receipts—you may also need a new Authority to Print (ATP) for official receipts and invoices.

Amend your business permit with the local government unit (LGU) at your principal office address.

Notify and update records with SSS, PhilHealth, and Pag-IBIG using their employer data amendment forms.

Inform your bank(s) and update signature cards and accounts.

Review and update stock certificates (if applicable), contracts, letterheads, website, marketing materials, and any industry-specific licenses or permits.

Existing contracts generally remain valid under the old name (the corporation is the same legal entity), but it is good practice to notify counterparties and execute amendments or novations where important. Government licenses and permits must be updated under the new name to avoid compliance issues during inspections or renewals.

Frequently Asked Questions

How long does it take to change a corporation’s name with the SEC in the Philippines?
From securing internal approvals to receiving the digital certificate, most straightforward cases take 2–6 weeks. SEC review for Simple Processing name changes is usually 3–10 working days once complete documents are uploaded. The 15-day hard-copy submission deadline after digital approval is strict.

What does it cost to amend the Articles of Incorporation for a name change?
Expect ₱1,000–₱2,500 in SEC filing and legal research fees (exact amount shown by the eAMEND portal) plus ₱100+ for name reservation. Additional costs include notarization, possible apostille fees if documents are executed abroad, and any industry clearances. Downstream updates with BIR and LGU add modest further expenses.

Do I need stockholder approval to change my company’s name?
Yes. Under Section 15 of the Revised Corporation Code, you need majority board approval plus at least 2/3 of outstanding capital stock (or equivalent for non-stock corporations or the single stockholder resolution for OPCs). Proper documentation of the votes is essential.

Can a foreign-owned corporation change its name?
Yes. The SEC process is essentially the same regardless of ownership structure. Foreign-owned corporations simply follow the same voting, documentation, and eAMEND steps. Documents signed outside the Philippines generally require apostille authentication.

What happens to existing contracts, permits, and bank accounts after the name change?
Contracts remain valid because the corporation itself has not changed—only its registered name. However, you should notify key counterparties and update important agreements. Business permits, BIR registration, SSS/PhilHealth/Pag-IBIG records, and bank accounts must be formally updated under the new name to avoid operational or compliance problems.

Is name reservation required before filing the amendment?
Yes. You should verify and reserve the proposed new name through the SEC’s eSPARC system and obtain the Name Reservation Slip or Notice. This is a standard requirement when filing a name-change amendment via eAMEND.

Do I need to publish a notice of the name change in a newspaper?
No publication is required for a simple corporate name change amendment under current SEC procedures.

How do I check if my proposed new name is available?
Use the SEC’s eSPARC portal (esparc.sec.gov.ph) for name verification and reservation. It is also wise to search the IPOPHL trademark database to avoid potential conflicts with protected marks.

What if the SEC rejects my proposed name?
You can choose another name, re-verify and reserve it in eSPARC, update your Amended Articles of Incorporation, and re-file (or amend the pending application if the system allows). Many rejections are avoidable with thorough upfront checking.

Does changing the corporate name affect my SEC registration number or tax identification number?
No. Your SEC registration number and TIN remain the same. Only the corporate name on record changes.

Key Takeaways

  • A corporate name change requires amending the Articles of Incorporation under Section 15 of the Revised Corporation Code (RA 11232) with majority board and 2/3 stockholder (or equivalent) approval.
  • File through the SEC’s eAMEND portal under Simple Processing; name reservation via eSPARC is a required early step.
  • Prepare clear Amended AOI with a proper amending clause, notarized certificates, and supporting documents, then submit hard copies within 15 days of digital approval to avoid penalties.
  • Update BIR (Form 1905), LGU business permit, SSS/PhilHealth/Pag-IBIG, banks, and other records promptly after SEC approval—the name change is not complete until downstream registrations are updated.
  • Foreign-owned corporations follow the same core process; apostille authentication is usually needed for documents executed abroad.
  • Choose and verify the new name carefully to avoid rejection—check both SEC records and trademarks.
  • Keep thorough documentation of all votes and filings; good compliance history speeds up the entire process.
  • The corporation’s legal personality and SEC number stay the same—only the registered name changes.

Following these steps carefully will help you complete the name change efficiently and position your corporation for its next chapter with clean, updated records across all government agencies.

Disclaimer: This content is not legal advice and may involve AI assistance. Information may be inaccurate.