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Volume 1,
Series 2
Principal Office Address

SEC Memorandum Circular no. 6-2016

The SEC released its Memorandum Circular (MC) No. 6 entitled as “Omnibus Guidelines on Principal Office Address; Address of each Incorporator, Director, Trustee or Partner” which has been effective since June 9, 2016.

MC No. 6 talks about SEC which is mandated by the laws of Securities Regulations Code, Corporation Code of the Philippines, Presidential Decree No. 902-A,and other pertinent laws, has to disseminate the rules and regulations regarding the registration and monitoring of corporations, stock and non-stock, and partnerships. In line with the circulars, all concerned corporations and partnerships are directed by the Commission to adhere on the following guidelines, which is relative to their indication of principal office address, and also the addresses of incorporators, directors, trustees or partner. As it is stated:

  1. As it is imperative that all the existing corporations and partnerships must be in compliance with the full disclosure of the requirements of all applicable laws, rules and regulations.
    • According to the Section 14 of the Corporation Code of the Philippines, and the Section 1 of this circular, all the corporations and partnerships who are applying for registration, must indicate in their respective Articles of Incorporation or Articles of Partnership, the exact location of the principal office’s corporation, and that it must be located within the Philippines. If possible, they will be asked to indicate the street name, barangay, city or municipality, building name, building number, room name or number of the unit.
    • According to the Section 125 of the Corporation Code of the Philippines, and Section 1 of the circular: concerning the foreign companies who are currently applying for their licenses so they can legally transact business in the country, all they need to indicate during their application – the exact addresses of the principal office, present directors, officers, resident agent, each stockholder, trustee, and the place of operations in the Philippines.
    • In relation to Section 3 of the circular, the corporations and partnerships shall be assumed to have been informed, when they receive the subpoenas, summons, notices, show cause letters and other communications sent by the Commission, provided that they wrote the correct address in their Articles of of Incorporation, Articles of Partnership and/or General Information Sheet (GIS).
    • In accordance with the Memorandum Circular No. 9-2015 Final Extension for Amendment of the Principal Office Address, and the Section 4 of this circular, stating that all the other existing corporations and partnerships must be able to file their Amended Articles of Incorporation and/or Amended Articles of Partnership with the complete and specific principal address, this is until December 31, 2015. Supposing an affected corporation or partnership wants to amends its Articles of Incorporation or Articles of Partnership on the other provisions, they shall be required to include in their proposal the change in their principal office address. According to SEC Memorandum Order No. 22-2014, and Section 7 of the circular, as for the Guidelines for the Use of Notification Update Form For Foreign Companies, a duly signed under oath “Notification Update Form” by the President or Resident Agent of the affected foreign corporation must be submitted within the 30-day period from the principal office address amendment date. In order to somehow disburden the affected corporations and partnerships who are amending their Articles whenever they transfer or move to a new location, here are the following conditions:
      1. If the corporation has already complied with the Articles requirements, and has to move, or already moved to another location which is within the same city or municipality, then it is not required to file another amendment of the Articles. However, it is advised to state its new or current specific address in its GIS. Note that “Metro Manila” shall not be considered a city or municipality for this purpose.
      2. Notwithstanding the aforementioned provision, corporations and partnerships who moved to a new location within the same city or municipality, must still file an Amended Articles of Incorporation to write its former address.
      3. On the other hand, corporations who moved to another city/municipality have to submit its amended Articles of Incorporation within 15 days from the transfer date.
      4. When the corporation fails to file the Articles of Incorporation for change in address to another city or municipality within its prescribed period shall be sanctioned and fined.
      5. As for corporations with secondary license issues from the Commission, they have to file an Amendment for Change in Principal Office Address and Branch Office Address. This is to reflect its new location and Certificate of Authority issuance.
      6. As for partnerships, since they are not obligated to file a GIS, they are still required to file an Amended Article of Partnerships every time it transfers whether within the same location or in an another city or municipality.
These are the circulars concerning the principal office address, which the Commission issued: (a) SEC Circular No. 3-2006, (b) Memorandum Circular No. 6-2014, (c) Memorandum Circular No. 16-2014, (d) Memorandum Circular No. 1-2015, and (e) Memorandum Circular No. 9-2015.

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