Below is a comprehensive, practice-oriented overview of how to amend a Philippine corporation’s name with the Securities and Exchange Commission (SEC). Everything is based on the Revised Corporation Code of the Philippines (Republic Act No. 11232, “RCC”) and the SEC’s standing circulars, forms, and internal guidelines current as of June 2025. Where the RCC is silent, I flag the specific SEC issuances that fill the gap.
1. Statutory framework
| Provision | Key rule it lays down |
|---|---|
| RCC §14 | The corporate name is one of the indispensable items in the articles of incorporation (AOI). |
| RCC §15 | AOI may be amended by (i) a board resolution and (ii) the vote of stockholders representing at least 2/3 of the outstanding capital stock (or majority of members for non-stock). |
| RCC §16 | The SEC shall disallow a name that is identical, confusingly similar, patently deceptive, or contrary to law, morals, or public order. |
| SEC Memorandum Circular No. 21-2013 (as amended) | Details on name reservations, prohibited and restricted words, and the only one corporate name per industry rule. |
| SEC Memorandum Circular No. 3-2021 | Migrates name reservation and amendment filings to the eSPARC - Corporation Registration System (CRS) platform. |
Always read these together; the RCC gives the “what,” the circulars give the “how.”
2. Pre-filing stage
2.1 Internal deliberations
- Board meeting. Convene the board and approve the proposed new name.
- Stockholders’/members’ meeting. Secure at least a 2/3 vote (stock) or majority vote (non-stock) of the outstanding shares/members. The vote can be taken in person or by remote communication/e-mail if your bylaws allow.
Tip: Draft the board resolution and the stockholders’ resolution as a single document signed by the corporate secretary; you will upload it as one PDF.
2.2 Name clearance
- Log in to eSPARC-CRS → “Name Verification/Reservation.”
- Enter the proposed name (and two alternates, strongly recommended).
- Pay the reservation fee (₱100 per 30-day reservation; renewable up to 90 days).
- Download the “Name Reservation Notice.” The reservation code is required when you later choose “Amendment” in eSPARC.
If the system rejects the name, tweak and re-submit; do not proceed without a valid reservation.
3. Documentary requirements
| Document | Must be… | Notes |
|---|---|---|
| Cover Sheet for Amendments | eSPARC-generated | Bar-coded, printed and signed by the corporate secretary |
| Amended Articles of Incorporation | Marked “Amended” | Only Article I (Name) usually changes; if you re-state the entire AOI, mark changes in bold or italics |
| Directors’ and Stockholders’/Members’ Certified Resolutions | Notarized | Must recite the quorum, the vote, and the date; attach list of those present by remote means, if any |
| Latest SEC-stamped AOI and bylaws | Photocopy | Needed if you incorporated before eSPARC; for newer corporations, eSPARC record suffices |
| Name Reservation Notice | Original print-out | Attach behind the Cover Sheet |
| Monitoring clearance (only if required) | Original | Corporations under quasi-reorganization, delinquent fines, or subject to special licenses must present clearance from the appropriate SEC department |
4. Filing procedure through eSPARC-CRS
Select application type → Amendment.
Input the reservation code; the system pre-fills the new name.
Upload PDFs of the documents above.
System validation. If something is flagged (e.g., signature mismatch, missing notarization), you’ll get an online notice to correct and re-upload.
Assessment and payment.
- Filing fee: ₱2,000 or 0.1 % of the authorized capital stock (ACS), whichever is higher (stock corporations).
- ₱1,000 flat for non-stock.
- Plus legal research fee (LRF) = 1 % of the filing fee but not < ₱10.
- Pay via eSPARC’s payment gateway (GCash, PayMaya, LandBank, or UnionBank).
SEC Examiner review. Typical turnaround: 3-5 working days if documents are complete.
Issuance of the Certificate of Filing of Amended AOI. You get an e-mail with the electronic certificate; hard copy is claimable at the SEC’s main office or via courier (your choice in eSPARC).
5. Post-approval housekeeping
| Agency / counterparty | Action |
|---|---|
| BIR | Update registration (BIR Form 1905) to reflect the new name; no new TIN issued. |
| Local Government Units | Amend the mayor’s/business permit; some LGUs require the SEC certificate + BIR acknowledgment before re-printing. |
| Bank accounts | Board secretary issues a certified true copy of the SEC certificate and board resolution to each depository bank. |
| Existing contracts | Send a “Notice of Change of Name” citing RCC §20 (continuity of corporate life despite amendment). |
| Stock certificates / share ledger | Optional re-printing; most issuers wait for the next share transfer. |
| PEZA/BOI/BSP etc. | For regulated industries, file the certificate with your lead agency within 30 days to keep incentives intact. |
6. Frequently asked questions
| Question | Answer |
|---|---|
| Do we need to publish the change? | No publication is required by the RCC or SEC; internal and counter-party notices suffice. |
| Will the SEC issue a new SEC Registration Number? | No. The SEC number stays the same; only the name in its database changes. |
| Can we drop “Inc.” and use “Corporation” instead? | Yes—so long as the new name ends with any of the allowed “corporate endings” (“Inc.,” “Corp.,” “Corporation,” “Incorporated”). |
| We have foreign-language words in the new name. Any extra step? | Attach a simple English translation in the board resolution and in the AOI “Article I” narrative. |
| Is there a rush/express lane? | Not at present; everything is timestamped in the CRS queue. Internal follow-up via eSPARC “Query Management” helps if processing exceeds 7 working days. |
7. Common pitfalls (and how to avoid them)
- Name too close to another’s mark. Check the IPOPHL TMview database besides the SEC CRS search.
- Looping between Name Reservation and Amendment Apps. Do not cancel the reservation once you begin the amendment filing; doing so invalidates the ongoing application.
- Insufficient stockholder vote count. Remember: “2/3 of outstanding,” not just “2/3 of those present.”
- Uploading blurry scans. The SEC rejects unreadable or poorly lit PDF pages; rescan at 300 dpi.
- Old board list in SEC records. If your General Information Sheet (GIS) is outdated, file the latest GIS before the amendment; the eSPARC examiner will check signatories against the most recent GIS.
8. Sample board + stockholders’ resolution (abbreviated)
RESOLVED, That the Board of Directors and the stockholders representing at least two-thirds (2/3) of the outstanding capital stock of ABC MANUFACTURING, INC., in a joint meeting held on ___, do hereby approve the amendment of Article I of the Articles of Incorporation so that the corporate name shall henceforth be “ABC ADVANCED MATERIALS CORPORATION.”
RESOLVED FURTHER, That the Corporate Secretary is authorized to (a) reserve said name with the SEC, (b) file the Amended Articles of Incorporation and all supporting documents through the SEC eSPARC-CRS, and (c) receive the Certificate of Filing of Amended Articles of Incorporation on behalf of the corporation.
RESOLVED FINALLY, That upon issuance of the aforesaid certificate, the officers of the corporation are directed to notify all government agencies, contractual counterparties, and the public of the change of corporate name.
(certified correct by the Corporate Secretary; notarization block follows)
9. Timeline snapshot (typical)
| Day | Milestone |
|---|---|
| 0-1 | Board + stockholders’ meetings |
| 2 | Name reservation |
| 3-4 | Prepare and notarize docs; scan to PDF |
| 5 | Upload / pay fees |
| 8-10 | SEC approval |
| 11-20 | BIR, LGU, bank, and regulatory notices |
Expect one to three weeks overall, assuming prompt signatures and no examiner queries.
10. Penalties for non-compliance
- Misrepresentation: If you use the new name in commerce before SEC approval, you risk administrative fines (₱10,000-₱100,000) under SEC MC 15-2023 and civil liability for misleading customers.
- Late filings: Once the board and stockholders approve the change, the RCC gives no strict deadline to file. However, resolutions more than six months old may be questioned by the SEC, which can ask for re-affirmation.
- Failure to update GIS: Corporations that keep using the old name in the next GIS can be tagged “non-compliant,” triggering the ₱10,000 per-year penalty for late GIS plus ₱1,000 per month of delay.
Closing reminder
The SEC’s migration to eSPARC-CRS makes name amendments largely paperless, but the substance—valid corporate acts, proper votes, and clean documentary scans—remains critical. Treat the change of name as a two-step process: (1) internal statutory approvals; (2) SEC regulatory approval, followed by diligent post-approval housekeeping. Accomplish each step in order and you will avoid the most common delays and fines.
This article is for general guidance only and does not replace specific legal advice tailored to your corporation’s circumstances.