Below is a consolidated legal-practice guide on amending a Philippine corporation’s name with the Securities and Exchange Commission (SEC). It distills the governing law, SEC circulars, current e-filing mechanics, documentary requirements, timelines, fees, post-approval obligations, and common pitfalls, giving you a one-stop reference.†
1. Statutory & Regulatory Framework
| Instrument | Key Provisions Relevant to Name Change |
|---|---|
| Revised Corporation Code (RCC), RA 11232 | • § 15-16: corporate name rules and exclusive use once approved • § 37-38: amendments to Articles of Incorporation (AOI); 2/3 vote of outstanding capital stock or members; SEC approval required |
| SEC Memorandum Circulars (not exhaustive) | • MC No. 3-2020 (eSPARC roll-out) – online name reservation & amendment filing • MC No. 16-2019 – guidelines on corporate and partnership names • MC No. 6-2014 & later fee circulars – schedule of filing fees, legal research fees (LRF), and penalties |
| Intellectual Property Code (RA 8293) | Prevents registration of a name confusingly similar to a registered mark |
| Special-sector laws | Banks, insurance, schools, hospitals, etc. require prior sectoral regulator clearance before SEC acts on the name change |
Note: The SEC periodically updates its fee tables and electronic forms; always consult the latest circulars or the eSPARC portal before filing.
2. When Is an Amendment Required?
| Situation | Amendment Needed? | Practical Tip |
|---|---|---|
| Typographical error in the corporate name appearing on the Certificate of Incorporation | Yes – treat as name amendment, not mere correction | Minor typos still need AOI amendment; there is no “erratum” route |
| Change from “ABC Trading Corp.” to “ABC Holdings Corp.” | Yes – wording affects identity | Secure new name reservation even if root acronym is retained |
| Adoption of an additional trade name AND the corporate name stays the same | No to AOI amendment; file a separate Doing Business Under Another Name (DBA) application | Trade/brand names are handled by DTI and SEC registration of business/secondary name |
| Conversion from stock to non-stock or vice-versa | Name change usually accompanies a broader amendment; treat separately but file together to save fees |
3. Name-Selection Rules (SEC MC 16-2019 Highlights)
- Uniqueness & Non-confusion – Must differ by at least three letters or sounds from any existing corporate/partnership name or registered trademark.
- Descriptive terms – Words like “Bank,” “Finance,” “Insurance,” “University,” “Foundation,” etc. trigger prior Bangko Sentral/BIR/CHED/SEC endorsement.
- National, International, Asian, Manila, Philippine – Allowed if not misleading (e.g., tiny start-ups cannot use “Philippine National…”).
- Family names – Require proof of consent from the living person(s) bearing the name or their heirs.
- Professional abbreviations (CPA, MD, Engr.) – Disallowed unless all stockholders/members are duly licensed.
- Special characters – Ampersands ( & ) and commas are allowed; other punctuation is generally prohibited.
4. Corporate-Level Approvals
| Corporation Type | Internal Vote Required | Documentary Proof |
|---|---|---|
| Stock | Board resolution + 2/3 of outstanding shares at shareholders’ meeting (or written consent) | - Directors’ Certificate (if publicly held) - Secretary’s Certificate (if closely held) |
| Non-stock | Board resolution + 2/3 of members | Same as above |
| One-Person Corporation | Sole stockholder’s written consent | Minutes of Decision of the single stockholder |
| Foreign Branch/RHQ/RROHQ | Parent-board resolution authorizing local amendment | Notarized & consularized/apostilled |
Use the SEC-prescribed templates (available in eSPARC) for board/shareholder certificates to avoid rejection.
5. Step-by-Step SEC Filing Procedure (eSPARC Path)
As of 2025, all amendments are lodged online via eSPARC → “Amendment of Articles of Incorporation” module.
Online Name Reservation
- Log-in to eSPARC → CRS sub-portal.
- Run a real-time name check; if “conditionally approved,” pay ₱100 reservation fee (valid 30 days, extendable twice).
Prepare Amended Articles of Incorporation
- Only Article I (Name) changes; retain all other articles exactly as in the last SEC-stamped AOI.
- Use black font, 12-pt, single-sided; notarize after board/shareholder approval.
Upload Supporting Docs
- Cover Sheet for Amendments (SEC form)
- Directors’/Secretaries’ Certificate attesting to the vote, signed by directors and secretary.
- Latest SEC-stamped AOI (for reference)
- Monitoring Clearance (if corporation is under SEC monitoring for capital-raising or penalties)
Pay Filing Fees
- Basic Fee (stock corp): ₱2,000 flat OR 0.2 % of the authorized capital stock affected, whichever is higher (minimum ₱2,000).
- Non-stock: ₱1,000 flat.
- Legal Research Fee (LRF): 1 % of the basic fee, but not < ₱10.
- Penalty Surcharges: 25 % surcharge + daily interest if amendment is filed > 30 days after shareholders’ approval.
SEC Review & Approval
- Processing Time: 3-5 working days after payment, assuming no name conflict and complete docs.
- Outcome: Issuance of Certificate of Filing of Amended Articles of Incorporation.
Retrieve Hard Copy
- Original Certificate printed on SEC security paper may be picked up (or couriered) at SEC Express outlet.
6. Post-Approval Compliance Checklist
| Agency / Counterparty | Action | Legal Basis / Form |
|---|---|---|
| BIR | Update Certificate of Registration (Form 1905) & Official Receipts | NIRC §236 |
| Local Government (Mayor’s Permit) | Amend Business Permit and assessment records | Local Revenue Code |
| SSS / PhilHealth / Pag-IBIG | Submit SEC certificate & BIR 2303 | Social welfare rules |
| Banks | Board resolution + new SEC papers to change bank account name | BSP circulars |
| Contracts & Licenses | Execute riders or notices to suppliers, clients, and regulators (e.g., FDA, DOE) | Contract law |
| IP Office (IPO-PH) | If the old name is a trademark owner, file Recordal of Change of Name | IP Code rules |
7. Timelines at a Glance
| Task | Typical Working Days |
|---|---|
| Name search & reservation | 0–1 |
| Internal approvals & notarization | 1–7 (depends on meeting schedule) |
| eSPARC lodgment & payment | 1–2 |
| SEC processing | 3–5 |
| Post-SEC notifications & BIR/LGU updates | 5–15 |
Total project timeline: ≈ 2–4 weeks for a straightforward case.
8. Common Pitfalls & How to Avoid Them
| Pitfall | Result | Remedy |
|---|---|---|
| Reserving a name then letting it lapse | Need to pay ₱100 again and risk name being taken | Renew before 30-day expiry |
| Mismatch between AOI text and name reserved (e.g., punctuation) | SEC returns documents for correction | Copy-paste exactly the reserved name into AOI |
| Using words requiring regulator consent without clearance | SEC puts application on hold | Secure prior endorsements (e.g., “Finance,” “Foundation”) |
| Not updating BIR within 30 days | BIR penalties (₱1,000–₱25,000) | File 1905 promptly |
| Filing offline (paper) instead of eSPARC | Application not accepted at SEC counters | Use eSPARC; only rare exempt cases allowed paper |
9. Special Scenarios
One-Person Corporation (OPC)
- Sole shareholder signs a notarized resolution.
- Fees & steps identical; must include “OPC” suffix.
Foreign Corporation’s Philippine Branch
- Parent’s amended AOI or Board resolution must be consularized/apostilled.
- SEC issues a “Certificate of Registration of Amended Name” for the branch.
Merger Leading to Name Change
- File merger docs first; name amendment can be integrated to avoid double fees.
Court-Mandated Name Change (e.g., trademark infringement judgment)
- Attach final judgment or compromise agreement; SEC honors the court order.
10. Frequently Asked Questions (FAQ)
| Question | Short Answer |
|---|---|
| Is shareholder pre-emptive rights affected? | No; only Article I is amended. |
| Can we change the corporate name and increase capital in one filing? | Yes; check multiple-purpose amendment cover sheet—fees stack. |
| Do we need to publish a notice in a newspaper? | Not required for name change alone; optional for public notice. |
| Does the SEC require tax clearance? | Only if under delinquency or penalty status. |
| How long before contracts must reflect the new name? | Immediately after SEC issuance; provide counterparties a copy. |
11. Sample Secretary’s Certificate (Stock Corporation)
SECRETARY’S CERTIFICATE
I, (Name), Corporate Secretary of XYZ Manufacturing Corporation (the “Corporation”), hereby certify that:
- A special meeting of the Board of Directors held on 10 May 2025, at which a quorum was present, adopted Board Resolution No. 2025-05-01 recommending the amendment of Article I of the Articles of Incorporation to read as follows: “That the name of said corporation shall be ‘XYZ Industrial Corporation’.”
- Said amendment was submitted to the stockholders on 15 May 2025 and ratified by stockholders representing 87 % of the outstanding capital stock.
- The foregoing is in full force and recorded in the corporate books.
IN WITNESS WHEREOF, I have hereunto set my hand this 20 May 2025 at Makati City, Philippines.
(Name), Corporate Secretary Doc No. ___; Page No. ; Book No.; Series of 2025
12. Ethical & Practical Tips for Lawyers and Compliance Officers
- Double-check trademark conflicts – A name cleared by SEC may still infringe a registered mark; run an IPOPHL search.
- Sync amendments with fiscal planning – Coordinate with the accounting team so BIR filings (e.g., quarterly VAT) carry the new name.
- Maintain backups – Save PDF copies of all eSPARC submissions and proofs of payment; SEC only keeps links for limited time.
- Educate stakeholders – Issue an internal memo explaining the new corporate name, effective date, and document handling protocols.
Final Word
Changing a corporation’s name in the Philippines is a governance act governed primarily by the RCC and detailed SEC circulars. While procedurally straightforward, strict compliance with internal approval mechanics, name-selection rules, and e-filing formats is essential to avoid costly setbacks. This guide provides the full landscape—from boardroom resolution to post-SEC contract updates—so you can execute a seamless, legally sound name amendment project.
This material is for general information only and does not constitute legal advice. Engage Philippine counsel for transaction-specific queries.