How to Get Articles of Incorporation From the SEC

I. Introduction

The Articles of Incorporation is one of the most important corporate documents in the Philippines. It is the charter document of a corporation. It establishes the corporation’s legal existence, states its basic corporate identity, identifies its incorporators and directors or trustees, defines its corporate purpose, and provides core information required by law.

In the Philippines, corporations are registered with the Securities and Exchange Commission, commonly known as the SEC. Because the SEC is the government agency primarily responsible for corporate registration and supervision, persons who need a copy of a corporation’s Articles of Incorporation usually obtain it from the SEC, from the corporation itself, or from official corporate records maintained by the company.

A copy of the Articles of Incorporation may be needed for banking, bidding, due diligence, litigation, compliance, licensing, real estate transactions, tax registration, corporate housekeeping, mergers and acquisitions, immigration, loans, accreditation, franchise applications, government procurement, and proof of corporate existence.

This article explains what Articles of Incorporation are, why they matter, who may request them, where and how to obtain them from the SEC, what types of copies may be requested, what supporting information is needed, common issues, and practical considerations in the Philippine context.

II. What Are Articles of Incorporation?

The Articles of Incorporation is the foundational document filed with and approved by the SEC to create a corporation. It is similar to a birth certificate for a corporation.

Once the Articles of Incorporation are approved and the Certificate of Incorporation is issued, the corporation acquires juridical personality, meaning it becomes a legal person separate and distinct from its stockholders, members, directors, trustees, officers, and incorporators.

The Articles of Incorporation commonly include:

  1. the name of the corporation;
  2. the specific corporate purpose or purposes;
  3. the principal office address;
  4. the term of corporate existence, if applicable;
  5. names, nationalities, and residence addresses of incorporators;
  6. number of directors or trustees;
  7. names of initial directors or trustees;
  8. authorized capital stock, if a stock corporation;
  9. number of shares and par value, if applicable;
  10. subscribed and paid-up capital, where required;
  11. membership provisions for non-stock corporations;
  12. treasurer-in-trust details, if required;
  13. other lawful provisions agreed upon by the incorporators.

The exact contents depend on the type of corporation and the legal requirements at the time of incorporation.

III. Articles of Incorporation Versus Other SEC Documents

When requesting records from the SEC, it is important to know exactly which document is needed.

A. Articles of Incorporation

This is the corporation’s founding charter. It contains the basic corporate information submitted at the time of incorporation, and any amendments approved by the SEC.

B. Amended Articles of Incorporation

If the corporation later changed its name, purpose, principal office, capital structure, term, or other charter provisions, it may have filed Amended Articles of Incorporation. For many transactions, the latest amended articles are more important than the original articles.

C. Certificate of Incorporation

This is the SEC-issued certificate confirming that the corporation has been registered and granted juridical personality. It is not the same as the Articles of Incorporation, but it is often requested together with them.

D. By-Laws

The by-laws govern internal corporate rules, such as meetings, quorum, officers, notices, elections, and corporate governance. They are separate from the Articles of Incorporation.

E. General Information Sheet

The GIS is an annual filing that contains updated information about directors, officers, stockholders, principal office, capital structure, beneficial ownership, and other corporate details. It does not replace the Articles of Incorporation.

F. Certificate of Filing of Amended Articles

When amended articles are approved, the SEC may issue a certificate confirming the filing or approval of the amendment.

G. Secretary’s Certificate and Board Resolutions

These are corporate documents issued by the corporation’s corporate secretary. They are not SEC-issued documents unless submitted as part of a filing.

IV. Why Articles of Incorporation Are Needed

A certified copy of the Articles of Incorporation may be required for many reasons.

A. Banking and Finance

Banks may require Articles of Incorporation to open corporate bank accounts, update account information, process loans, verify signatories, or conduct know-your-customer checks.

B. Government Registration

Government agencies may require Articles of Incorporation for business permits, licensing, accreditation, tax registration, customs registration, import permits, or regulatory applications.

C. Litigation

In lawsuits, Articles of Incorporation may be used to prove corporate existence, corporate name, powers, principal office, or purpose.

D. Due Diligence

Investors, buyers, lenders, and contracting parties review Articles of Incorporation to verify corporate identity, authority, restrictions, capitalization, and corporate history.

E. Bidding and Procurement

Government and private procurement often require SEC registration documents, including Articles of Incorporation and latest GIS.

F. Real Estate Transactions

Registries of deeds, banks, and counterparties may require corporate documents when a corporation buys, sells, mortgages, leases, or transfers real property.

G. Licensing and Accreditation

Professional, regulated, and industry-specific activities often require proof that the corporation’s purposes authorize the business activity.

H. Corporate Housekeeping

Corporations need their Articles of Incorporation to check whether amendments are needed, ensure compliance, prepare secretary’s certificates, and confirm corporate powers.

V. Who May Request Articles of Incorporation From the SEC?

Articles of Incorporation filed with the SEC are generally public corporate records, subject to SEC rules, availability, privacy limitations, and procedural requirements.

A request may usually be made by:

  1. the corporation itself;
  2. a director, trustee, officer, stockholder, or member;
  3. a corporate secretary;
  4. an authorized representative;
  5. a lawyer or law firm;
  6. a bank or financial institution conducting due diligence;
  7. a government agency;
  8. a creditor;
  9. a litigant;
  10. a researcher;
  11. a member of the public with sufficient identifying information.

However, access to certain documents or details may be subject to restrictions, redactions, or additional requirements, especially where privacy, beneficial ownership, sensitive personal information, or regulatory confidentiality is involved.

VI. Where to Get Articles of Incorporation

A person may obtain Articles of Incorporation from several possible sources.

A. From the Corporation Itself

The simplest method is often to request a copy directly from the corporation’s corporate secretary, legal department, compliance officer, or authorized officer.

This may be faster if the corporation maintains complete records.

B. From the SEC

The SEC is the official government source for corporate registration records. If a certified true copy is required, the SEC is usually the proper source.

C. From Company Records

Stockholders, directors, trustees, or members may inspect corporate records under applicable corporate law rules, subject to proper purpose and procedure.

D. From Due Diligence Files

Banks, lawyers, auditors, and counterparties may already have copies from prior transactions, but these may not be updated or certified.

E. From Court Records

If Articles of Incorporation were attached to pleadings or evidence, they may appear in court records, but these are not usually the preferred source for certified corporate records.

VII. Types of Copies Available

When requesting from the SEC, it is important to specify the type of copy needed.

A. Plain Copy

A plain copy is an ordinary photocopy or digital copy of the document. It may be useful for internal review but may not be accepted for official transactions.

B. Certified True Copy

A certified true copy is authenticated by the SEC as a true copy of the document on file. This is commonly required by banks, government agencies, courts, and counterparties.

C. Certified Copy With SEC Authentication

Some transactions require certification, stamp, seal, or other SEC authentication. The exact form depends on SEC practice and the requesting agency’s requirements.

D. Electronic Copy

Where SEC electronic systems permit, a digital copy may be requested or downloaded. Some electronic copies may have validation features or digital certification.

E. Original SEC-Approved Copy

The original approved Articles of Incorporation is usually held by the corporation or retained in SEC records. A requester generally obtains a certified copy, not the original.

VIII. Information Needed Before Requesting

To request Articles of Incorporation efficiently, prepare the following:

  1. exact corporate name;
  2. SEC registration number, if available;
  3. date of incorporation, if known;
  4. former corporate name, if the corporation changed its name;
  5. principal office address, if known;
  6. type of corporation, such as stock or non-stock;
  7. taxpayer identification number, if relevant;
  8. name of authorized requester;
  9. purpose of request;
  10. valid identification document;
  11. authorization letter or special power of attorney, if requesting on behalf of another;
  12. payment for applicable fees;
  13. email address or contact details.

The SEC registration number is especially useful. Corporations may have similar or confusingly similar names, so the registration number helps identify the correct entity.

IX. Ways to Request Articles of Incorporation From the SEC

The method may vary depending on the SEC’s current systems, office procedures, document availability, and whether the record is digitized. In general, the possible routes are:

  1. online request through SEC electronic services;
  2. request through an SEC office or records division;
  3. request through an SEC extension office, where available;
  4. authorized representative request;
  5. corporate account or registered filer request;
  6. request connected with a pending SEC transaction or filing.

Because SEC procedures may change over time, requesters should check the current SEC process before filing. Still, the general principles remain the same: identify the corporation, specify the document, pay the required fee, and claim or download the copy.

X. Online Request Through SEC Electronic Services

The SEC has increasingly moved toward electronic filing, online payment, and digital access to corporate records. Where available, an online request may be the most convenient method.

A. General Online Steps

The usual process may involve:

  1. accessing the SEC’s official online records or document request platform;
  2. searching for the corporation by name or registration number;
  3. selecting the desired document, such as Articles of Incorporation;
  4. choosing plain or certified copy, if options are available;
  5. entering requester details;
  6. paying the applicable fees;
  7. waiting for processing;
  8. downloading the document or claiming the certified copy.

B. Advantages of Online Requests

Online requests may offer:

  1. convenience;
  2. reduced travel;
  3. faster search;
  4. electronic payment;
  5. document tracking;
  6. digital delivery;
  7. easier access for requesters outside Metro Manila.

C. Limitations of Online Requests

Online systems may have limitations:

  1. older records may not be digitized;
  2. corporate name search may be difficult if the name changed;
  3. certified copies may still require physical issuance;
  4. records may be incomplete;
  5. system access may require registration;
  6. payment confirmation may take time;
  7. documents may require manual retrieval.

XI. In-Person Request at the SEC

If online retrieval is unavailable or unsuitable, a requester may go to the SEC office handling corporate records.

A. General In-Person Steps

The process usually involves:

  1. going to the appropriate SEC office or records section;
  2. completing a request form;
  3. providing the corporation’s exact name and registration number;
  4. specifying Articles of Incorporation and whether certified copy is needed;
  5. presenting valid ID;
  6. submitting authorization, if applicable;
  7. paying fees;
  8. waiting for processing;
  9. claiming the document.

B. When In-Person Request May Be Better

An in-person request may be preferable when:

  1. the corporation is old;
  2. the record is not digitized;
  3. the corporate name has changed several times;
  4. the requester needs clarification from SEC staff;
  5. certified true copies are required urgently;
  6. the record has missing or archived files;
  7. multiple corporate documents are needed.

C. Possible Processing Issues

The SEC may need additional time if the document is archived, old, manually stored, under a former name, or not immediately available.

XII. Request Through an Authorized Representative

A requester may use a representative, such as a lawyer, employee, messenger, or liaison officer.

A. Common Requirements

The representative may need:

  1. authorization letter;
  2. valid ID of the requester;
  3. valid ID of the representative;
  4. company ID, if applicable;
  5. secretary’s certificate or board authorization, if the requester is a corporation;
  6. special power of attorney, for certain cases;
  7. payment of fees.

B. Sample Authorization Letter

[Date]

Securities and Exchange Commission [Office Address]

Subject: Authorization to Request Certified True Copy of Articles of Incorporation

To Whom It May Concern:

I/We, [Name of Requester/Company], hereby authorize [Name of Representative], with valid ID No. [ID details], to request, process, pay for, and claim from the Securities and Exchange Commission a certified true copy of the Articles of Incorporation of [Name of Corporation], SEC Registration No. [number, if known].

This authorization is issued for the purpose of [state purpose].

Attached are copies of the valid identification documents of the requester and authorized representative.

Sincerely,

[Signature] [Name] [Position, if applicable] [Contact Details]

Accepted by:

[Representative’s Signature] [Name of Representative]

XIII. Request by the Corporation Itself

If the corporation is requesting its own Articles of Incorporation, the request may be made by:

  1. corporate secretary;
  2. president;
  3. authorized officer;
  4. compliance officer;
  5. legal counsel;
  6. authorized employee or liaison officer.

The corporation may need to present proof of authority, such as:

  1. secretary’s certificate;
  2. board resolution;
  3. company ID;
  4. authorization letter;
  5. valid government ID;
  6. corporate documents showing authority.

A corporate request is usually straightforward if the corporation is active and its records are updated.

XIV. Request by Stockholders or Members

Stockholders and members may need Articles of Incorporation to verify corporate rights, prepare for meetings, review corporate purpose, or support legal claims.

Under Philippine corporate law principles, stockholders and members have rights to inspect corporate records for legitimate purposes, subject to legal limitations. However, requesting documents from the SEC is separate from exercising inspection rights against the corporation.

A stockholder or member may request SEC records if publicly available, but if the purpose involves internal records not filed with the SEC, the request must be directed to the corporation.

XV. Request by Third Parties

Third parties may request Articles of Incorporation for due diligence, litigation, business evaluation, or public information.

Examples include:

  1. prospective investors;
  2. suppliers;
  3. creditors;
  4. banks;
  5. insurers;
  6. landlords;
  7. bidders;
  8. journalists;
  9. researchers;
  10. litigants.

The SEC may provide publicly available records, but third parties should not assume access to confidential or sensitive filings.

XVI. Request by Lawyers

Lawyers commonly request Articles of Incorporation for:

  1. litigation;
  2. due diligence;
  3. corporate housekeeping;
  4. mergers and acquisitions;
  5. banking transactions;
  6. regulatory compliance;
  7. legal opinions;
  8. verification of corporate personality;
  9. service of summons;
  10. determining corporate powers.

A lawyer requesting on behalf of a client should have authority, especially if the request requires certified copies, extensive records, or representation before the SEC.

XVII. Request for Original Articles Versus Latest Amended Articles

A common mistake is requesting only the original Articles of Incorporation when the transaction requires the latest version.

A. Original Articles

The original articles show the corporation’s initial charter at incorporation.

B. Amended Articles

Amended articles show changes approved after incorporation. These may include changes in:

  1. corporate name;
  2. principal office;
  3. corporate purpose;
  4. term of existence;
  5. authorized capital stock;
  6. classification of shares;
  7. number of directors or trustees;
  8. other charter provisions.

C. Best Practice

For most transactions, request:

  1. original Articles of Incorporation;
  2. latest Amended Articles of Incorporation;
  3. Certificate of Incorporation;
  4. Certificate of Filing of Amended Articles, if any;
  5. latest General Information Sheet;
  6. By-Laws and amendments.

This gives a fuller picture of the corporation’s legal status.

XVIII. Articles of Incorporation for Old Corporations

Older corporations may have records stored in archives or microfilm, or under old manual systems.

Problems may include:

  1. faded records;
  2. missing pages;
  3. old corporate name;
  4. change in registration number format;
  5. merger or consolidation;
  6. revoked or suspended status;
  7. records transferred to archives;
  8. dissolved corporation;
  9. handwritten entries;
  10. incomplete digital conversion.

For old corporations, provide as much identifying information as possible.

Useful details include:

  1. former corporate names;
  2. incorporation year;
  3. names of incorporators;
  4. old address;
  5. industry;
  6. SEC registration number;
  7. prior amendments;
  8. old certificates or filings.

XIX. What If the Corporation Changed Its Name?

If the corporation changed its name, the requester should search under both the old and new names.

The SEC record may contain:

  1. original Articles under the original name;
  2. amended Articles changing the name;
  3. certificate of filing of amended articles;
  4. latest GIS under the new name.

For due diligence, it is useful to request the full chain of amendments to show continuity of corporate identity.

XX. What If the Corporation Is Dissolved?

A dissolved corporation’s records may still be obtainable from the SEC if available.

Articles of Incorporation may be needed for:

  1. winding up affairs;
  2. liquidation;
  3. property transfer;
  4. tax clearance;
  5. litigation;
  6. estate or shareholder matters;
  7. claims by creditors;
  8. revival or re-registration issues, if applicable.

If the corporation has been dissolved, requesters may also need documents showing dissolution, revocation, liquidation, or corporate status.

XXI. What If the Corporation Is Revoked or Delinquent?

A corporation may have a revoked or delinquent status due to non-filing, non-compliance, or other regulatory issues. This does not necessarily prevent obtaining copies of filed Articles of Incorporation, but it may affect other transactions.

Parties dealing with a revoked or delinquent corporation should request additional documents, such as:

  1. latest corporate status;
  2. order of revocation, if any;
  3. compliance records;
  4. latest GIS;
  5. financial statements, if available and relevant;
  6. revival or compliance filings.

The Articles of Incorporation prove formation, but they do not necessarily prove current good standing.

XXII. How to Verify If the Copy Is Official

An official SEC-certified copy usually bears signs of certification, such as:

  1. SEC certification stamp;
  2. signature or electronic authentication;
  3. date of issuance;
  4. document reference number;
  5. official receipt or proof of payment;
  6. SEC seal or validation feature;
  7. certification page or annotation.

For electronic documents, check whether the document has a validation code, QR code, digital signature, or SEC verification feature.

A photocopy of a certified copy may not be accepted by agencies requiring an original certified true copy.

XXIII. Fees and Processing Time

Fees depend on the type of document, number of pages, certification required, delivery method, and current SEC schedule of fees.

Processing time depends on:

  1. whether the document is digitized;
  2. whether the request is online or in-person;
  3. age of corporation;
  4. completeness of identifying information;
  5. volume of SEC requests;
  6. whether certification is required;
  7. whether records are archived;
  8. whether there are discrepancies in name or registration number.

As a practical matter, requesters should avoid last-minute requests, especially for bidding, banking, court deadlines, or regulatory filings.

XXIV. Documents Often Requested Together With Articles of Incorporation

For many transactions, Articles of Incorporation alone may not be enough. The following are often requested together:

  1. Certificate of Incorporation;
  2. latest Amended Articles of Incorporation;
  3. By-Laws;
  4. Amended By-Laws;
  5. latest General Information Sheet;
  6. latest Audited Financial Statements;
  7. Certificate of Good Standing or corporate status document, if available;
  8. Secretary’s Certificate;
  9. Board Resolution;
  10. Certificate of Filing of Increase of Capital Stock, if applicable;
  11. Certificate of Filing of Amended Articles;
  12. SEC registration certificate.

XXV. Articles of Incorporation and Corporate Authority

Articles of Incorporation are important because they help determine whether a corporation has authority to engage in a particular business or transaction.

For example:

  1. a lending company may need a corporate purpose allowing lending;
  2. a real estate corporation may need authority to acquire or deal in real property;
  3. a school corporation may need education-related purposes;
  4. a recruitment corporation may need appropriate licensed purposes;
  5. a non-stock corporation may need purposes consistent with its activities;
  6. a corporation applying for government accreditation may need a specific authorized purpose.

If the Articles do not include a needed purpose, the corporation may need to amend its Articles before proceeding.

XXVI. Articles of Incorporation in Bank Account Opening

Banks commonly require SEC registration documents to verify corporate identity and authority.

A bank may request:

  1. Articles of Incorporation;
  2. By-Laws;
  3. Certificate of Incorporation;
  4. latest GIS;
  5. board resolution authorizing account opening;
  6. secretary’s certificate naming authorized signatories;
  7. valid IDs of signatories;
  8. beneficial ownership information;
  9. business permits;
  10. tax registration documents.

The bank may require recent certified copies, especially for new accounts or major account changes.

XXVII. Articles of Incorporation in Litigation

In litigation, Articles of Incorporation may be relevant to:

  1. prove corporate existence;
  2. identify principal office for venue or service of summons;
  3. confirm corporate name;
  4. show corporate purpose;
  5. establish capacity to sue or be sued;
  6. identify corporate status;
  7. trace amendments;
  8. support piercing-the-corporate-veil arguments;
  9. verify directors or incorporators;
  10. establish jurisdictional facts.

If offered in court, a certified true copy from the SEC is generally preferable to an ordinary photocopy.

XXVIII. Articles of Incorporation in Due Diligence

In corporate due diligence, lawyers and investors review the Articles to check:

  1. exact legal name;
  2. SEC registration number;
  3. date of incorporation;
  4. corporate term;
  5. purpose clause;
  6. authorized capital stock;
  7. share classes;
  8. nationality restrictions;
  9. founder or incorporator information;
  10. board structure;
  11. amendments;
  12. compliance with constitutional or statutory ownership limits;
  13. whether the corporation has authority for the proposed transaction.

Due diligence should not stop at the Articles. It should include GIS, financial statements, corporate minutes, stock and transfer book, tax records, permits, contracts, litigation records, and regulatory licenses where appropriate.

XXIX. Articles of Incorporation and Foreign Ownership Limits

The Articles may help determine whether a corporation is subject to Philippine nationality requirements.

Certain industries have foreign ownership restrictions under the Constitution, statutes, or special laws. The Articles may indicate the corporation’s purpose and share structure, while the GIS and stock and transfer book may show actual ownership.

For foreign ownership review, request:

  1. Articles of Incorporation;
  2. amended Articles;
  3. latest GIS;
  4. stock and transfer book;
  5. shareholders’ agreements;
  6. beneficial ownership declarations;
  7. SEC opinions or approvals, if any;
  8. licenses from relevant regulatory agencies.

XXX. Articles of Incorporation for Non-Stock Corporations

For non-stock corporations, the Articles typically state:

  1. name;
  2. purpose;
  3. principal office;
  4. term;
  5. names of incorporators;
  6. names of trustees;
  7. membership rules or references;
  8. treatment of income;
  9. distribution of assets upon dissolution;
  10. other provisions required by law.

Non-stock corporations include associations, foundations, clubs, civic organizations, religious entities, educational institutions, and charitable organizations.

For non-stock corporations, requesters may also need:

  1. by-laws;
  2. latest GIS;
  3. certificate of registration;
  4. accreditation documents;
  5. tax exemption documents, if applicable;
  6. licenses from relevant agencies.

XXXI. Articles of Incorporation for One Person Corporations

A One Person Corporation has special formation documents and rules. It may have Articles of Incorporation reflecting a single stockholder structure.

Persons requesting documents for a One Person Corporation may need:

  1. Articles of Incorporation;
  2. certificate of incorporation;
  3. nominee and alternate nominee information, where reflected in filings;
  4. latest reports;
  5. corporate secretary or nominee documents;
  6. latest GIS or equivalent report.

Because the structure differs from ordinary stock corporations, counterparties should review both the charter documents and current SEC filings.

XXXII. Articles of Incorporation for Corporations With Special Licenses

Some corporations require special licenses or endorsements in addition to SEC registration.

Examples may include:

  1. banks;
  2. insurance companies;
  3. lending companies;
  4. financing companies;
  5. schools;
  6. hospitals;
  7. recruitment agencies;
  8. mining corporations;
  9. public utilities;
  10. telecommunications companies;
  11. pawnshops;
  12. foundations;
  13. investment companies.

For these corporations, Articles of Incorporation prove corporate existence, but the corporation may also need regulatory authority to operate.

XXXIII. Common Problems When Requesting From the SEC

A. Wrong Corporate Name

A requester may use a trade name instead of the registered corporate name. The SEC records are based on the registered corporate name.

B. Missing SEC Registration Number

Without the registration number, the search may take longer, especially for common names.

C. Old or Former Name

If the corporation changed its name, searching only the current name may not reveal older filings easily.

D. Similar Corporate Names

Corporations with similar names may be confused. Confirm registration number and address.

E. Non-Digitized Records

Old records may require manual retrieval.

F. Incomplete Records

Some records may be missing, damaged, or incomplete, especially older filings.

G. Need for Latest Amendment

A requester may obtain the original articles but still lack the latest amended articles needed for the transaction.

H. Certification Not Accepted

Some agencies require a more recent certified copy or a copy certified in a specific form.

I. Delinquent or Revoked Status

The document may be obtainable, but the corporation’s status may create separate compliance issues.

XXXIV. How to Handle Missing or Unavailable SEC Records

If SEC records are missing or unavailable, possible steps include:

  1. request a records verification from the SEC;
  2. search under former corporate names;
  3. provide SEC registration number and incorporation date;
  4. check old certificates or corporate files;
  5. request from the corporation’s corporate secretary;
  6. check records of banks, auditors, lawyers, or prior filings;
  7. search court records if documents were submitted in litigation;
  8. secure an SEC certification of status or available records;
  9. reconstruct corporate records through internal corporate documents, if legally appropriate.

For official transactions, agencies may require either the certified copy or an SEC certification explaining the unavailability of the document.

XXXV. What If Only a Photocopy Is Available?

A photocopy may be useful for internal review but may not be enough for formal transactions.

If only a photocopy is available, consider:

  1. using it to identify the SEC registration number;
  2. verifying whether it matches SEC records;
  3. requesting a certified true copy from the SEC;
  4. asking the corporation for the original or certified copy;
  5. comparing it with amended articles and GIS;
  6. checking whether any pages are missing.

Do not rely on an uncertified photocopy for high-value transactions without verification.

XXXVI. What If the Articles Have Been Amended Many Times?

If the Articles have been amended repeatedly, request the full amendment history or at least the latest consolidated version, if available.

Important amendments may include:

  1. change of name;
  2. change of purpose;
  3. increase or decrease of capital;
  4. change of principal office;
  5. change of term;
  6. reclassification of shares;
  7. change in number of directors;
  8. change related to nationality restrictions;
  9. conversion to another corporate form;
  10. merger or consolidation-related amendments.

For due diligence, the amendment history may be as important as the latest text.

XXXVII. Certified True Copy for Apostille or Foreign Use

If Articles of Incorporation will be used abroad, the requester may need a certified true copy from the SEC and subsequent authentication or apostille by the appropriate government office.

Foreign use may arise in:

  1. opening foreign bank accounts;
  2. overseas litigation;
  3. foreign investment transactions;
  4. international contracts;
  5. visa or immigration requirements;
  6. parent-subsidiary documentation;
  7. foreign regulatory filings.

The requesting foreign authority may specify the required form of certification, authentication, or apostille.

XXXVIII. Articles of Incorporation and the Corporate Secretary

A corporation’s corporate secretary should maintain copies of:

  1. Articles of Incorporation;
  2. Amended Articles;
  3. By-Laws;
  4. Amended By-Laws;
  5. Certificate of Incorporation;
  6. SEC certificates of filing;
  7. GIS;
  8. minutes of board and stockholder meetings;
  9. stock and transfer book;
  10. secretary’s certificates;
  11. board resolutions;
  12. regulatory filings.

If the corporation frequently needs certified copies, the corporate secretary should maintain a records calendar and request updated SEC-certified documents in advance.

XXXIX. Sample Request Letter for SEC-Certified Copy

[Date]

Securities and Exchange Commission [Office/Department] [Address]

Subject: Request for Certified True Copy of Articles of Incorporation

Dear Sir/Madam:

I respectfully request a certified true copy of the Articles of Incorporation of the following corporation:

Corporate Name: [Complete Corporate Name] SEC Registration No.: [Registration Number] Date of Incorporation: [Date, if known] Former Name/s: [If any] Principal Office: [Address, if known]

The requested document will be used for [state purpose, e.g., bank account opening, legal due diligence, government accreditation, court submission, corporate records update].

Attached are the required identification documents and authorization, if applicable. I am willing to pay the applicable fees for search, reproduction, certification, and related charges.

Thank you.

Respectfully,

[Name of Requester] [Signature] [Address] [Contact Number] [Email Address]

XL. Sample Corporate Secretary Request

[Company Letterhead]

[Date]

Securities and Exchange Commission [Office/Department] [Address]

Subject: Request for Certified True Copy of Articles of Incorporation

Dear Sir/Madam:

On behalf of [Corporation Name], SEC Registration No. [number], I respectfully request a certified true copy of the corporation’s Articles of Incorporation, including any Amended Articles of Incorporation on file, if available.

This request is made for corporate records updating and compliance purposes.

I am the duly authorized Corporate Secretary of the corporation. Attached are my valid identification document and proof of authority, if required.

Thank you.

Respectfully,

[Name] Corporate Secretary [Corporation Name] [Contact Details]

XLI. Sample Board Authorization

SECRETARY’S CERTIFICATE

I, [Name of Corporate Secretary], Filipino, of legal age, and Corporate Secretary of [Corporation Name], a corporation duly organized and existing under Philippine laws, with SEC Registration No. [number], certify that at a meeting of the Board of Directors held on [date], at which a quorum was present, the following resolution was approved:

“RESOLVED, that [Name of Representative] is authorized to request, process, pay for, and claim from the Securities and Exchange Commission certified true copies of the corporation’s Articles of Incorporation, Amended Articles of Incorporation, By-Laws, General Information Sheet, and other SEC records as may be necessary;

RESOLVED FURTHER, that said representative is authorized to sign forms, receive documents, and perform all acts necessary to implement this authority.”

IN WITNESS WHEREOF, I have signed this Certificate on [date] at [place].

[Name of Corporate Secretary] Corporate Secretary

SUBSCRIBED AND SWORN to before me this [date] at [place], affiant exhibiting competent proof of identity.

Notary Public

XLII. How to Read Articles of Incorporation Once Obtained

After obtaining the Articles, review the following carefully.

A. Corporate Name

Check whether the name exactly matches other documents. Small differences matter.

B. SEC Registration Number

Use this to verify identity and obtain other SEC records.

C. Corporate Purpose

Confirm that the corporation is authorized to engage in the intended activity.

D. Principal Office

This may affect venue, service of notices, regulatory jurisdiction, and local permits.

E. Term of Existence

Check whether the corporation has perpetual existence or a specific term.

F. Incorporators and Initial Directors

These are historical details. They may not reflect current directors or stockholders.

G. Capital Stock

Review authorized capital, par value, share classes, subscribed capital, and paid-up capital.

H. Restrictions

Look for nationality restrictions, transfer restrictions, preferred share rights, or special provisions.

I. Amendments

Determine whether the document is original or amended. Check if it is the latest version.

XLIII. Articles of Incorporation Are Not Proof of Current Ownership

A common misconception is that Articles of Incorporation show current owners. Usually, they do not.

The Articles may show incorporators and initial subscribers, but current ownership may have changed.

To verify current ownership, review:

  1. latest GIS;
  2. stock and transfer book;
  3. stock certificates;
  4. deeds of sale or assignment of shares;
  5. beneficial ownership declarations;
  6. shareholders’ agreements;
  7. corporate secretary certifications.

For non-stock corporations, membership records and latest GIS may be more relevant.

XLIV. Articles of Incorporation Are Not Always Proof of Good Standing

Articles of Incorporation prove that a corporation was registered, but they do not necessarily prove that the corporation is currently active, compliant, or in good standing.

To verify current status, request or check:

  1. latest GIS;
  2. latest audited financial statements;
  3. SEC status;
  4. compliance certificates, if available;
  5. tax registration and permits;
  6. regulatory licenses;
  7. board and stockholder records;
  8. litigation or enforcement records, if relevant.

XLV. Privacy and Data Protection Issues

Articles of Incorporation may contain personal information of incorporators, directors, trustees, and officers, such as addresses and nationalities. While corporate records are generally public, personal data should still be handled responsibly.

Requesters should use the document only for legitimate purposes and avoid unnecessary disclosure of personal information.

Corporations should also be mindful of data privacy when sharing corporate documents with third parties.

XLVI. Practical Checklist for Requesting Articles From the SEC

Before requesting, prepare:

  1. exact corporate name;
  2. SEC registration number;
  3. former name, if any;
  4. type of copy needed;
  5. whether original or amended articles are needed;
  6. valid ID;
  7. authorization letter or secretary’s certificate, if applicable;
  8. payment method;
  9. purpose of request;
  10. delivery or claiming details.

After receiving, check:

  1. completeness of pages;
  2. certification stamp or digital validation;
  3. corporate name;
  4. registration number;
  5. date of certification;
  6. whether it is original or amended;
  7. whether amendments are attached;
  8. whether the requesting agency will accept it.

XLVII. Common Questions

1. Can anyone get Articles of Incorporation from the SEC?

Generally, Articles of Incorporation are public corporate records, but access is subject to SEC procedures, identification, payment, availability, and possible privacy or confidentiality limitations.

2. Do I need a lawyer?

Not always. Simple requests may be done by the requester or authorized representative. A lawyer may be useful for litigation, due diligence, old records, disputed corporate identity, or complex corporate history.

3. Is the Certificate of Incorporation the same as the Articles of Incorporation?

No. The Certificate of Incorporation is the SEC’s proof of registration. The Articles are the corporation’s charter document.

4. Should I request original or amended Articles?

For most current transactions, request the latest Amended Articles, if any. For historical review, request both original and amended versions.

5. What if I do not know the SEC registration number?

You may search by corporate name, but the process may be slower. Provide former names, incorporation date, address, or incorporator names if available.

6. Can I get a copy online?

Where SEC online systems allow, yes. Availability depends on the record and current SEC procedures.

7. How long does it take?

Processing time varies depending on whether the record is digitized, archived, complete, and whether certification is required.

8. Can I use a photocopy for official transactions?

Some agencies may accept photocopies for preliminary review, but official transactions often require a certified true copy.

9. What if the corporation is dissolved?

Filed records may still be available from the SEC, but additional dissolution or status documents may be needed.

10. What if the SEC copy has errors?

If the Articles themselves contain errors, the corporation may need to file an amendment or correction, depending on the nature of the error. If the SEC reproduction has a clerical or certification issue, request verification or re-issuance.

XLVIII. Practical Example: Bank Account Opening

A corporation wants to open a bank account. The bank asks for SEC documents.

The corporation should usually prepare:

  1. certified Articles of Incorporation;
  2. certified By-Laws;
  3. Certificate of Incorporation;
  4. latest GIS;
  5. board resolution authorizing account opening;
  6. secretary’s certificate naming signatories;
  7. IDs of signatories;
  8. business permit;
  9. BIR registration;
  10. beneficial ownership information.

If the Articles are old and the corporation changed its name, the bank may also require amended articles and SEC certificate of name change.

XLIX. Practical Example: Bidding for a Government Contract

A corporation joining a public bidding may need to submit SEC registration documents.

The required documents may include:

  1. Articles of Incorporation;
  2. amended Articles, if any;
  3. latest GIS;
  4. mayor’s permit;
  5. tax clearance;
  6. audited financial statements;
  7. authority of representative;
  8. proof of corporate existence and authority.

The Articles should show that the corporation’s purpose is consistent with the goods or services being offered.

L. Practical Example: Buying Land

A corporation buying land may need to show that it has authority to acquire real property.

The Register of Deeds, seller, bank, or notary may request:

  1. Articles of Incorporation;
  2. amended Articles;
  3. By-Laws;
  4. board approval;
  5. secretary’s certificate;
  6. latest GIS;
  7. proof of authorized signatory;
  8. tax documents.

If the Articles do not authorize real estate acquisition or the transaction is outside corporate powers, amendments or additional approvals may be required.

LI. Practical Example: Litigation Against a Corporation

A plaintiff wants to sue a corporation. The Articles may help verify:

  1. exact corporate name;
  2. SEC registration number;
  3. principal office address;
  4. corporate existence;
  5. corporate purpose;
  6. possible service address;
  7. whether the corporation changed name.

The plaintiff should also check latest GIS and current corporate status to avoid suing the wrong entity or serving summons at the wrong address.

LII. Practical Example: Investor Due Diligence

An investor reviewing a Philippine corporation should request:

  1. Articles of Incorporation;
  2. all amended articles;
  3. By-Laws;
  4. all amended by-laws;
  5. latest GIS;
  6. audited financial statements;
  7. stock and transfer book;
  8. minutes of stockholder and board meetings;
  9. material contracts;
  10. permits and licenses;
  11. tax compliance documents;
  12. litigation records;
  13. beneficial ownership documents.

The Articles are only the starting point.

LIII. Mistakes to Avoid

A. Requesting the Wrong Corporation

Always verify the SEC registration number.

B. Requesting Only the Original Articles

The corporation may have amended its charter. Ask for amended articles if needed.

C. Assuming Articles Show Current Directors

They usually show initial directors, not current directors. Use the latest GIS for current officers and directors.

D. Assuming Articles Show Current Stockholders

They usually do not. Use GIS and internal corporate records.

E. Waiting Until the Deadline

Processing can take time. Request early.

F. Using Uncertified Copies for Official Transactions

Ask the requesting agency whether certified true copies are required.

G. Ignoring Corporate Status

Articles do not prove current good standing. Check status if needed.

LIV. Legal Significance of SEC-Certified Copies

A certified true copy from the SEC is important because it is an official confirmation that the copy corresponds to a document in SEC records.

In legal proceedings and formal transactions, certified copies are generally stronger than ordinary photocopies. They help avoid disputes over authenticity, completeness, and alteration.

However, certification does not necessarily mean that the corporation is currently compliant, active, or authorized to engage in every business activity. It only certifies the copy of the document on file.

LV. If the Articles Need to Be Amended Instead of Merely Obtained

Sometimes, the issue is not how to obtain the Articles but how to amend them.

Amendment may be needed if:

  1. corporate name changed;
  2. principal office changed;
  3. business purpose expanded;
  4. capital stock increased or decreased;
  5. share structure changed;
  6. corporate term changed;
  7. number of directors changed;
  8. special provisions must be added;
  9. regulatory compliance requires amendment.

Amending Articles requires corporate approvals and SEC filing. It is a separate legal process from requesting a copy.

LVI. Difference Between SEC Records and Internal Corporate Records

The SEC keeps filed corporate documents, but not every internal corporate record is filed with the SEC.

SEC records may include:

  1. Articles;
  2. By-Laws;
  3. GIS;
  4. audited financial statements;
  5. amendments;
  6. certificates;
  7. certain reports.

Internal records may include:

  1. minutes of meetings;
  2. board resolutions;
  3. stock and transfer book;
  4. subscription agreements;
  5. contracts;
  6. internal policies;
  7. shareholder agreements.

If the needed document is internal and not filed with the SEC, it must be requested from the corporation.

LVII. Best Practices for Corporations

Corporations should:

  1. keep original and certified copies of Articles;
  2. maintain digital backups;
  3. track all amendments;
  4. keep latest GIS updated;
  5. ensure corporate purpose matches actual business;
  6. update principal office when changed;
  7. maintain board and stockholder records;
  8. authorize a specific officer to request SEC documents;
  9. request certified copies before major transactions;
  10. conduct periodic corporate housekeeping.

LVIII. Best Practices for Requesters

Requesters should:

  1. identify the exact corporation;
  2. secure the SEC registration number;
  3. request certified true copies if needed;
  4. request amended articles if current authority matters;
  5. check latest GIS for current officers and directors;
  6. check corporate status for active compliance;
  7. compare Articles with transaction documents;
  8. verify completeness of the SEC copy;
  9. keep official receipts and request references;
  10. allow enough processing time.

LIX. Summary

To get Articles of Incorporation from the SEC in the Philippines, the requester should identify the corporation accurately, determine whether a plain or certified copy is needed, prepare the SEC registration number and corporate name, file a request through the available SEC channel, pay the required fees, and claim or download the document.

For official use, a certified true copy is usually preferable. For current transactions, the requester should also check whether there are Amended Articles of Incorporation, By-Laws, latest GIS, and corporate status records.

The Articles of Incorporation are essential but limited. They prove the corporation’s charter and original or amended powers, but they do not necessarily prove current stock ownership, current officers, current directors, good standing, or regulatory authority to operate. For serious transactions, they should be reviewed together with other SEC and internal corporate documents.

LX. Conclusion

The Articles of Incorporation is the corporation’s charter and one of the primary documents proving its legal existence in the Philippines. Obtaining it from the SEC is a common and important step in banking, compliance, litigation, due diligence, procurement, licensing, real estate transactions, and corporate housekeeping.

A requester should be clear about what is needed: original Articles, latest Amended Articles, certified true copy, electronic copy, or supporting SEC certificates. The requester should provide the exact corporate name, SEC registration number, former names if any, and proof of authority when acting for another person or corporation.

In practice, the best approach is to request not only the Articles of Incorporation but also the latest Amended Articles, Certificate of Incorporation, By-Laws, latest General Information Sheet, and corporate status documents where the transaction requires current verification. This ensures that the requester does not merely obtain a historical document, but has a reliable view of the corporation’s legal identity, authority, and compliance posture.

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

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