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Friday, March 6, 2015

SEC Extended the Deadline for Amendment of the Principal Address of Corporations and Partnerships


On January 7, 2015, the Securities and Exchange Commission (SEC) issued Memorandum Circular No. 1, series of 2014, which extends the period for filing the applications for amendment of the articles of incorporation or articles of partnership in relation to the principal office address until June 30, 2015.

Prior to 2006, the SEC allowed registrant corporations and partnerships to indicate a general address only as their principal office address. Corporations and partnerships located within Metro Manila or a certain city, town, municipality just state in their Articles of Incorporation or Articles of Partnerships "Metro Manila" or the name of the city or municipality as their corporate address or principal place of business, without indicating the exact street number, street name, building, and barangay where their office is actually located. This practice was adopted so that in case the corporation or partnership subsequently transferred its place of business, it will no longer amend its Articles of Incorporation or Articles of Partnerships, as the case may be.

On February 16, 2006, the SEC (per SEC Memorandum Circular No. 3, series of 2006) disallowed the practice and directed the registrant-corporations and partnerships to state in their Articles of Incorporation or Articles of Partnership, the specific address of their principal office, which shall, include, if feasible, the street number, street name, barangay, city or municipality. “Metro Manila” was no longer allowed as address of the principal office. 

Having in mind the full disclosure requirements, the SEC, on February 20, 2014, expanded the coverage of Memorandum Circular No. 3 by directing all existing corporations and partnerships which provided a general address as their principal office address to amend their articles of incorporation or articles of partnership in order to specify their complete address as mandated by SEC MC No.3-2006. Affected corporations and partnerships are given until December 31, 2014 to effect the change. 

Due to numerous requests for amendments received and being filed, and to give more time to acquire the necessary endorsements from other regulatory agencies, the SEC deemed it necessary to extend the deadline on June 30, 2015. 

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