THE Securities and Exchange Commission (SEC) has rolled out reforms to speed up and simplify amendments to corporate articles of incorporation (AOI) and by-laws as part of a push to improve the ease of doing business.
In Memorandum Circular 3, Series of 2026, issued on Jan. 12, the regulator released new guidelines governing the classification, processing and submission of amendment applications filed through its Electronic Application for Modification of Entity Data (eAMEND) portal.
The circular expands the number of corporate amendments eligible for simple processing, allows the submission of an affidavit of undertaking in place of a monitoring clearance and introduces graduated penalties for late or non-submission of documentary requirements.
The SEC said the reforms aimed to further shorten processing times for amendments, potentially even faster than the periods prescribed under the Ease of Doing Business and Efficient Government Service Delivery Act of 2018, by leveraging digitalization, standardized forms and clearer transaction classifications.
“The SEC is committed to making every transaction seamless and efficient to make it easier for the public to avail of our services and comply with the laws,” SEC Chairman Francis Lim said.
He added that the new guidelines would enable companies to focus on growing their businesses rather than navigating regulatory hurdles.
The eAMEND portal, which was launched in 2024, classifies amendment applications into simple processing and regular processing.
Under the new guidelines, simple processing transactions — now expanded to 28 types from four previously — must be completed within seven working days.
Amendments eligible for simple processing now include changes in corporate name, principal office address, primary and secondary purposes, fiscal year, number of directors or trustees, term of officers and shortening of corporate terms, among others.
Digital certificates will be issued for approved applications. Regular processing applications, which involve highly technical matters, have a processing period of up to 21 working days and include new or substantially revised by-laws, corporate dissolutions, partnerships and conversions between different corporate structures.
The SEC also imposed penalties to ensure the timely submission of documents. Companies that submit amendment documents beyond the 15-day deadline but within 45 days face a P5,000 fine while failure to do so within 45 days will result in cancellation of the application and forfeiture of fees.
The commission said the latest reforms would reinforce transparency, accountability and efficiency in corporate regulation while supporting the government’s broader digital transformation and ease-of-doing-business agenda.
