The Complete Guide to Amending a Corporate Name with the Philippine SEC
(Updated May 2025 – non-law-firm information for general guidance only)
1. Why a Corporate-Name Amendment Matters
- Branding & market positioning. Rebranding, mergers, or strategic pivots often demand a fresh name.
- Regulatory compliance. Two corporations may not use “confusingly similar” names; SEC can require a change.
- Accuracy. A name that now misrepresents the business (e.g., “Trading Corp.” that now does fintech) must be corrected to avoid consumer-protection issues.
2. Legal Foundations
| Source | Key provision | Take-away |
|---|---|---|
| Revised Corporation Code of the Philippines (RCC), R.A. 11232 (2019) | §16 & §37. Amendments to the Articles of Incorporation (AOI) require (a) majority of the board and (b) at least ⅔ of the outstanding capital stock or members. | A name change is an AOI amendment—follow these voting thresholds. |
| §18 RCC | The corporate name must be distinguishable and not contrary to law, morals, or existing trademarks. | SEC’s Name Verification tests flow from this section. |
| SEC Memorandum Circulars (MCs) – e.g., MC No. 13-2019, MC No. 21-2013 (name reservation rules), MC No. 16-2023 (eFAST onboarding). | Set digital-filing rules, phrase blockers (“foundation,” “bank,” etc.), and reservation fees. | Always check the latest MC before filing. |
| Intellectual Property Code (R.A. 8293) | Trademarks can bar the use of similar corporate names. | Run a basic IPOPHL TM search before committing. |
Tip: These instruments have remained substantively intact since 2019; any new MCs simply tweak filing channels and fees.
3. Pre-Filing Checklist
Name brainstorming
- Avoid restricted words (“bank,” “insurance,” “microfinance,” etc.) unless licensed.
- Check spelling variants and translations; SEC flags homonyms.
Trademark / domain check
Financial housekeeping
- SEC will refuse amendments if the corporation is delinquent in:
- General Information Sheet (GIS) filings
- Audited Financial Statements (AFS)
- Fines and penalties
- SEC will refuse amendments if the corporation is delinquent in:
Board & stockholder/member approvals
- Stock corporation: Majority of directors + ≥ ⅔ of outstanding capital stock.
- Non-stock: Majority of trustees + ≥ ⅔ of members.
- One-Person Corporation (OPC): A single written resolution by the sole shareholder.
4. Step-by-Step Filing Procedure (2025 Edition)
| Phase | What happens | Forms / documents | Who signs |
|---|---|---|---|
| A. Name Verification & Reservation | Log in to SEC CRS or eFAST→Name Reservation. Reservation valid 30 days, extendable up to 90 days (P 100/30 days). | Online transaction slip | Incorporator/authorized rep. |
| B. Corporate Approvals | Hold board + stockholder meeting (or circulate written consent). | Directors’/Trustees’ Certificate (with vote tally), notarized | Corporate secretary & presiding officer |
| C. Draft the Amended Articles of Incorporation | Revise Article I – Corporate Name only; include a clause: “THAT Article I of the Articles of Incorporation is hereby amended to read as follows: …”. | Clean copy and marked-up copy (showing changes) | President/CEO & Corporate Secretary |
| D. Upload via eFAST | Select “Amendment of Articles of Inc. → Change of Name”. | • Amended AOI (PDF) | • Directors’/Trustees’ Certificate | • Cover Sheet (generated by system) | – |
| E. Pay filing fees (within 30 days of assessment) | Base filing fee: ₱2,000 | Legal Research Fund (LRF): 1% of filing fee (min ₱10) | Name-reservation fee: already paid | Electronic Payment channels (UPay, LandBank, GCash, etc.) | – |
| F. SEC Review | Typical timeline 3–10 working days (longer for regulated industries such as financing, lending, or publicly listed companies). | SEC may send re-upload or clarification email—respond within 15 days or filing lapses. | – |
| G. Issuance of the Certificate of Filing of Amended AOI | Download the PDF certificate (with QR-code validation). The amendment takes effect upon SEC approval, not on the meeting date. | – | – |
5. Post-Approval Obligations
- Update internal documents – stock certificates, letterheads, official receipts, sales invoices, HR contracts.
- Notify external agencies
- BIR: File BIR Form 1905 within 30 days; update COR, books, and “Ask for Receipt” notices.
- LGU (Business Permits & Licensing Office): Submit SEC certificate + BIR updates.
- SSS, PhilHealth, Pag-IBIG: File Employer Data Amendment forms.
- Bank accounts: Present board resolution and SEC certificate to amend signature cards.
- General Information Sheet (GIS)
- Next GIS filed after the amendment should reflect the new name on p. 1.
- Contracts & regulatory licenses – apply for name carry-over or reissuance (e.g., FDA LTO, DOE accreditation).
6. Fees & Cost Breakdown (reference rates as of Q1 2025)
| Item | Statutory basis | Amount |
|---|---|---|
| Filing fee for AOI amendment | SEC Schedule of Fees §1(b) | ₱2,000 |
| Legal Research Fund (LRF) | P.D. 1856 | 1 % of filing fee (₱20) |
| Name reservation | SEC MC No. 21-2013 | ₱100 per 30-day block |
| Notarial fees | ₱200 – ₱500 (varies) | |
| Courier (if submitting physical sets in rare instances) | ₱150 – ₱300 |
Pro-tip: Consolidate multiple article changes (e.g., purpose + name) in one amendment to avoid paying the ₱2,000 fee twice.
7. Digital Filing Nuances (eFAST & CRS)
- eFAST (Electronic Filing and Submission Tool) became mandatory for most amendments in 2024; only foundations and certain finance-related corporations may still need physical sets.
- User enrollment. Only the primary signatory (President, Corporate Secretary, or Resident Agent) can create an eFAST account, upload documents, and assign a filer-representative.
- PDF rules. 200 dpi, max 10 MB per file; use the filename convention:
CorpName_AmendedAOI.pdf. - Wet vs. electronic signatures. SEC accepts scanned notarized originals; keep the hardcopies for audit.
8. Common Pitfalls & How to Avoid Them
| Pitfall | Prevention |
|---|---|
| Name rejected as “confusingly similar.” | Use at least three distinctive words or add your industry niche (e.g., “Solaria Cold-Chain Logistics Corp.” instead of “Solaria Logistics Corp.”). |
| Expired name reservation. | File the amendment before the 30-day hold lapses or click “extend” in CRS. |
| Unpaid penalties block filing. | Run SEC Express System inquiry; settle GIS/AFS penalties first. |
| Mismatched signatures or dates in certificates. | Use one signing date on all documents; affix corporate seal if available. |
| Failure to update BIR leading to VAT invoice rejection. | Immediately reprint invoices with new name after BIR approval. |
9. Special Cases & Industry-Specific Notes
- Financial institutions, financing & lending companies. Prior BSP/NBFS1 Department Clearance may be required; SEC will not act without it.
- Educational institutions. Need CHED or DepEd endorsement for a name containing “college,” “university,” or “academy.”
- Foundations & NGOs. Amendments must include DOJ endorsement if enjoying tax-exempt status under §30 of the Tax Code.
- Foreign corporations (licensed to do business). A Philippine branch cannot change its name independently; the parent must first amend its home-country articles and provide authenticated documents.
- Listed companies. PSE disclosure rules require advance public notice; ticker symbols may also change (subject to PSE approval).
10. Timelines at a Glance
| Task | Working days (typical) |
|---|---|
| Name reservation approval | Instant (automated) |
| Internal corporate approvals & notarization | 1–7 days |
| SEC review (routine) | 3–10 days |
| SEC review (regulated sectors) | 15–30 days |
| BIR form processing | 3–7 days |
| LGU permit revision | 1–5 days |
Total end-to-end: About 3–6 weeks for an ordinary stock corporation with clean compliance history.
11. Documentary Templates (outline)
- Directors’/Trustees’ Certificate
RESOLVED, that the Board of Directors, by a majority vote, and the stockholders representing at least two-thirds (2/3)... - Marked-up Amended Articles (showing strikethrough/underline)
- Clean Amended Articles – final text only
- Secretary’s Certificate appointing a representative to liaise and sign eFAST forms (optional)
12. Practical Tips from Practitioners
- Bundle updates. If you plan to increase capital or extend corporate term, do it in one amendment.
- Keep DICT/SEC receipts. eFAST sometimes asks for re-upload—show proof of payment to avoid duplicate fees.
- Diacritical marks & punctuation. Periods, commas, ampersands (“&”) count in uniqueness tests; use them strategically.
- Monitor eFAST inbox. SEC queries lapse if unanswered after 15 calendar days—you must re-file (and pay again).
- Plan for invoice reprinting lead-time. Printers need the BIR Authority to Print with the new name; factor in 2–3 weeks.
13. Frequently Asked Questions
| Question | Short answer |
|---|---|
| Can we use the new name once the board approves? | No. It is effective only after SEC issues the Certificate of Filing of Amended AOI. |
| Is there a minimum number of articles we must amend? | You may amend one article only (Article I), provided no other articles conflict with the new name. |
| Will our SEC registration number change? | No. You keep the original SEC Registration No.; the certificate merely adds “… Amended on (date).” |
| Do we need new stock certificates? | Best practice is to re-issue blank certificates bearing the new name; existing issued shares may be kept if both parties agree, but endorsement space should reflect the new name. |
| How do we prove authenticity of the e-certificate? | Anyone can validate via the QR-code or through the SEC Authentication page using the Document Reference Number (DRN). |
14. Conclusion
Amending a corporate name in the Philippines is straightforward once internal governance, name availability, and compliance filings are in order. The SEC’s full digitization via eFAST shortened queues but elevated document-formatting rigor—simple clerical errors now trigger outright rejections. Preparing clean resolutions, monitoring deadlines, and updating downstream regulators (BIR, LGUs, banks) will ensure that your shiny new name appears consistently across every legal touchpoint.
Disclaimer: This guide summarizes rules as of May 1 2025. Regulations can change without notice. Always consult the latest SEC Memorandum Circulars or a qualified Philippine corporate-law practitioner before acting.