The amendment of the Articles of Incorporation (AOI) is one of the most common corporate actions filed with the Securities and Exchange Commission (SEC) in the Philippines. Corporations routinely amend their AOI to change their corporate name, principal office address, primary or secondary purpose, authorized capital stock, corporate term, par value, or other fundamental provisions.
Under the Revised Corporation Code (Republic Act No. 11232), the amendment requires stockholders’ approval by at least two-thirds (2/3) of the outstanding capital stock (or majority vote in non-stock corporations) and subsequent approval by the SEC. The SEC’s processing time for these amendments has become one of the fastest among all government agencies in the Philippines due to full digitization and streamlined procedures.
Current SEC Processing Time (as of December 2025)
| Type of Amendment | Typical Processing Time (Complete Documents, Electronic Filing) | Maximum Time Under RA 11032 (Ease of Doing Business Act) | Remarks |
|---|---|---|---|
| Simple amendments (change of address, addition/removal of secondary purpose, extension/reduction of term, change of par value, reclassification of shares, denial of pre-emptive rights, etc.) | 1–3 working days (often 24–48 hours, frequently same-day or next-day approval) | 7 working days (complex transaction) | Fastest category; usually no issues if documents follow SEC template |
| Change of corporate name | 2–4 working days | 7 working days | Includes prior name reservation (now instant if available) |
| Increase in authorized capital stock | 2–5 working days | 7 working days | Slightly longer if increase is very large or if additional details are required |
| Decrease in capital stock | 3–6 working days | 7 working days | SEC scrutinizes reason for decrease and protection of creditors |
| Combination of multiple amendments (e.g., name + capital increase + purpose) | 3–7 working days | 7 working days | Processed as one application but reviewed more thoroughly |
| Amendments requiring endorsement/clearance from other government agencies (banks, insurance companies, educational institutions, HOA, foundations with donor restrictions) | 10–20 working days or longer | 20 working days (highly technical transaction) | Time excludes waiting period for other agency clearance |
In practice in 2024–2025, more than 85% of electronically filed amendments with complete and compliant documents are approved within 5 working days, and over 60% within 3 working days. Same-day or next-day approvals are now routine for straightforward amendments.
Evolution of SEC Processing Time
| Period | Typical Processing Time | Mode of Filing |
|---|---|---|
| Pre-2015 (manual era) | 15–45 days | Physical submission at SEC main office or extensions |
| 2016–2019 | 10–20 days | Mixed manual and early online pilot |
| 2020–2021 (pandemic shift) | 5–15 days | Mandatory online filing introduced |
| 2022–2023 | 3–10 days | Full rollout of eCRS and electronic certificates |
| 2024–2025 | 1–7 days (majority within 3 days) | 100% electronic via SEC Company Registration System (CRS) and eSPARC |
The dramatic reduction is the direct result of:
- Mandatory online filing through the SEC CRS portal
- Electronic payment channels (Landbank Link.BizPortal, GCash, Maya, Dragonpay, etc.)
- Electronic issuance of Certificate of Filing of Amended Articles of Incorporation (e-Certificate with digital signature and QR code)
- Elimination of physical notarization requirement for most documents (electronic signature or scanned notarized copies accepted)
- Use of SEC-prescribed templates and cover sheets
- Implementation of RA 11032 (Ease of Doing Business and Efficient Government Service Delivery Act of 2018) and its IRR
Step-by-Step Procedure and Timeline Impact
- Board Approval → Board resolution (same day)
- Stockholders’ Approval → Special stockholders’ meeting or written assent (1–30 days depending on scheduling)
- Name Reservation (if changing name) → Instant to 1 day via online portal
- Document Preparation → Amended AOI, Directors’/Secretary’s Certificate (notarized), Treasurer-in-Trust Affidavit (if capital increase), Endorsements (if regulated entity) → 1–5 days
- Online Submission via SEC CRS Portal → Immediate confirmation of receipt
- Payment of Filing Fees → Within 24 hours (payment must reflect before processing starts)
- SEC Review and Processing → 1–7 working days (see table above)
- Issuance of e-Certificate → Immediate download upon approval
The clock for the SEC’s 7-working-day period under RA 11032 starts only when payment is confirmed and all required documents are complete.
Filing Fees (2025 Schedule)
| Amendment Type | Basic Filing Fee | Additional Fee | Legal Research Fee (LRF) | Total Typical Range |
|---|---|---|---|---|
| Non-capital related | Php 2,040 | — | 1% of filing fee + Php 10 | Php 2,070–Php 2,500 |
| Increase in ACS | Php 3,060 | 1/5 of 1% (0.2%) of the increase | 1% of filing fee + Php 10 | Varies widely (e.g., Php 100M increase ≈ Php 203,060) |
| Change of name only | Php 2,040 + name verification fee (Php 100–Php 540) | — | Included | Php 2,150–Php 3,000 |
Common Causes of Delay and How to Avoid Them
| Cause of Delay | Frequency | How to Prevent |
|---|---|---|
| Incomplete or inconsistent documents (wrong format, missing pages, unnotarized Secretary’s Certificate) | Very High | Use latest SEC templates and checklist |
| Errors in cover sheet or payment amount | High | Double-check auto-computed fees in portal |
| Proposed name already taken or similar to existing | Medium | Do multiple name reservations in advance |
| Large capital increase without clear breakdown of subscription/payment | Medium | Include Treasurer’s Affidavit with exact details |
| Regulated entity without prior clearance (BSP, IC, DEPED, etc.) | Medium (for regulated industries) | Secure clearance first before SEC filing |
| Submission on Thursday afternoon or Friday | Low | Submit early in the week to capture full processing days |
Practical Reality in 2025
Corporate secretaries and law firms report that a properly prepared amendment submitted on a Monday morning is frequently approved by Tuesday afternoon or Wednesday morning. The SEC’s performance has consistently exceeded the 7-day maximum prescribed by law for complex transactions.
The Philippines now ranks among the fastest jurisdictions in Southeast Asia for corporate amendment processing, comparable to Singapore (1–3 days) and significantly faster than Thailand (7–14 days) or Indonesia (10–30 days).
Conclusion
As of December 2025, the processing time for amendment of Articles of Incorporation in the Philippines is typically 1–5 working days for electronically filed, complete applications, with the legal maximum of 7 working days almost always complied with and usually beaten. This efficiency is the product of more than a decade of aggressive digital transformation by the SEC and strong enforcement of the Ease of Doing Business Act.
Corporations that follow the latest SEC templates, submit early in the week, and ensure 100% documentary compliance routinely obtain approval within 48 hours — making the Philippines one of the most business-friendly jurisdictions in the region for post-incorporation changes.