Introduction

In the Philippine corporate landscape, the Articles of Incorporation (AOI) and By-Laws serve as the foundational documents that outline the structure, purpose, and governance of a corporation. These documents are initially filed with the Securities and Exchange Commission (SEC), the primary regulatory body overseeing corporate registrations under Republic Act No. 11232, also known as the Revised Corporation Code of the Philippines (RCC). Certified copies of these documents are often required for various legal, financial, or business purposes, such as bank transactions, court proceedings, mergers, acquisitions, or compliance with government agencies like the Bureau of Internal Revenue (BIR) or the Department of Trade and Industry (DTI).

A certified copy is an official reproduction of the original document, authenticated by the SEC to confirm its accuracy and validity. This certification bears the SEC's seal and signature, making it admissible as evidence in legal matters under the Rules of Court. Securing these certified copies ensures compliance with transparency and accountability standards mandated by Philippine law. This article provides a comprehensive guide on the process, requirements, fees, timelines, and related considerations for obtaining certified copies of AOI and By-Laws from the SEC, based on established procedures under Philippine corporate regulations.

Legal Basis and Importance

The RCC, enacted in 2019, modernized the former Corporation Code (Batas Pambansa Blg. 68) and emphasizes digitalization and ease of doing business. Section 14 of the RCC requires corporations to file AOI, which include details such as the corporate name, purpose, principal office, term of existence, incorporators, shares of stock, and initial subscriptions. By-Laws, governed by Section 46, detail internal rules like meetings, officer duties, and fiscal management.

Certified copies are crucial because originals are retained by the SEC, and uncertified photocopies lack evidentiary weight. Under SEC Memorandum Circular No. 16, Series of 2020, and related issuances, the Commission facilitates access to these documents to promote corporate governance. Requests for certified copies fall under the SEC's records management functions, as outlined in the Freedom of Information (FOI) Manual and the Data Privacy Act of 2012 (Republic Act No. 10173), which protect sensitive information while allowing public access to non-confidential corporate records.

Who can request these documents? Generally, any person with a legitimate interest, including stockholders, directors, officers, creditors, or third parties, may apply. However, for privacy reasons, the SEC may require proof of authorization, such as a board resolution or secretary's certificate, especially if the requester is not a registered officer.

Step-by-Step Process for Securing Certified Copies

The SEC offers multiple channels for requests: online through the SEC Electronic Simplified Processing of Application for Registration of Corporation (eSPARC) or the SEC i-View platform, via email, or in person at SEC offices. The process has been streamlined post-COVID-19 to encourage digital submissions, aligning with the Ease of Doing Business and Efficient Government Service Delivery Act (Republic Act No. 11032).

1. Preparation of Requirements

Request Letter or Form: Draft a formal letter addressed to the SEC's Corporate Filing and Records Division (CFRD) or use the standard SEC Request Form available on the SEC website. Include:
- Full corporate name and SEC registration number.
- Specific documents requested (e.g., AOI, By-Laws, or amendments).
- Purpose of the request (e.g., for banking, litigation, or audit).
- Number of copies needed.
- Contact details of the requester.
Proof of Authorization: If the requester is a representative, attach a board resolution, special power of attorney (SPA), or corporate secretary's certificate notarized under Philippine notarial rules.
Identification: Valid government-issued ID (e.g., passport, driver's license) for the requester or authorized representative.
Payment Proof: Evidence of fee payment, if applicable.

For amended documents, specify the date of amendment to ensure the correct version is provided.

2. Submission Channels

Online Submission:
- Use the SEC i-View System (accessible via the SEC website at www.sec.gov.ph). Register an account, upload the request letter and supporting documents, and select the documents needed.
- Alternatively, the SEC Express Nationwide Submission (SENS) allows email submissions to sens@sec.gov.ph for non-urgent requests.
- Digital signatures are accepted under the Electronic Commerce Act (Republic Act No. 8792).
In-Person Submission:
- Visit the SEC Head Office in Pasay City or satellite offices in major cities like Cebu, Davao, or Iloilo.
- Submit documents at the CFRD counter during business hours (typically 8:00 AM to 5:00 PM, Monday to Friday, excluding holidays).
Mail or Courier: For remote requesters, send documents via registered mail or courier to the SEC Head Office, with tracking for security.

Note: During public health emergencies or under Alert Levels, in-person services may be limited, prioritizing online methods as per SEC advisories.

3. Payment of Fees

Fees are governed by SEC Memorandum Circular No. 1, Series of 2023, and may be updated periodically. As of the latest guidelines:

Certification fee: PHP 200 per document (AOI or By-Laws counted separately).
Per page copying fee: PHP 2 for plain copies, plus PHP 50 for certification.
Expedited processing (if available): Additional PHP 100-500, depending on urgency.
Research fee: PHP 100 if extensive searching is required for older records.

Payments can be made via:

Over-the-counter at SEC cashier.
Bank deposit to SEC's Landbank account.
Online through GCash, PayMaya, or bancnet via the SEC Payment Portal.
Always retain the official receipt (OR) as proof.

Indigent requesters or those under FOI may request fee waivers, subject to approval.

4. Processing and Release

Timeline: Standard processing takes 3-5 working days. Expedited requests may be completed within 1-2 days.
Verification: The SEC verifies the request against its database. If discrepancies arise (e.g., unpaid fees or incomplete documents), the requester is notified via email or phone.
Release Options:
- Pick-up at SEC office.
- Email delivery for digital copies (with electronic certification).
- Courier delivery (additional fees apply, e.g., PHP 100-300 via LBC or JRS).
If the documents are archived (for corporations registered before digitalization), additional time may be needed for retrieval from the SEC's off-site storage.

Rejections may occur if the corporation is dissolved, suspended, or if the request violates data privacy (e.g., requesting sensitive stockholder information without consent).

Special Considerations

Amendments and Historical Versions

Corporations often amend AOI or By-Laws under Sections 15 and 47 of the RCC. Certified copies of amendments require specifying the SEC approval date. For a complete historical record, request a "Certified True Copy of Corporate File," which includes all filings but incurs higher fees (approximately PHP 500-1,000).

For Foreign Corporations

Foreign entities registered under the RCC or the Foreign Investments Act (Republic Act No. 7042, as amended) follow similar processes, but must provide additional authentication if documents are for use abroad (e.g., apostille under the Apostille Convention, effective in the Philippines since 2019).

Data Privacy and Confidentiality

Under the Data Privacy Act, personal data in AOI (e.g., incorporators' addresses) may be redacted. Requesters must declare that the information will not be used for unlawful purposes.

Common Challenges and Solutions

Lost Registration Number: Search the SEC website's Company Registration System (CRS) using the corporate name.
Urgent Requests: Opt for expedited service or justify urgency in the letter.
Errors in Documents: If inaccuracies are found in certified copies, file a petition for correction with the SEC under its quasi-judicial powers.
Digital vs. Physical Copies: Digital copies are increasingly preferred, but physical ones are required for certain legal proceedings.

Alternatives and Related Services

If certified copies are unavailable (e.g., for very old corporations), secondary evidence like affidavits may be used in court per the Rules on Electronic Evidence. The SEC also offers microfiche or scanned copies for archival purposes.

For bulk requests or frequent access, corporations can maintain their own certified copies obtained during registration. Additionally, the Philippine Stock Exchange (PSE) or other regulators may hold copies for listed companies.

Conclusion

Securing certified copies of Articles of Incorporation and By-Laws from the SEC is a straightforward yet essential process that upholds corporate integrity in the Philippines. By adhering to the outlined steps and requirements, stakeholders can efficiently obtain these documents, facilitating smooth business operations and legal compliance. Corporations are encouraged to keep updated records and utilize the SEC's digital platforms to minimize delays. For complex cases, consulting a corporate lawyer or the SEC's legal department is advisable to navigate any nuances under Philippine law.