THE Securities and Exchange Commission (SEC) is set to allow paperless filing for select corporate amendment applications through its online portal eAMEND as part of efforts to boost regulatory efficiency and promote sustainability.
In a draft memorandum circular issued for public comment, the SEC outlined guidelines for the implementation of a paperless filing option via the Electronic Application for Modification of Entity Data, or eAMEND, as it further advances digitalization initiatives.
The proposed rules will supplement existing guidelines under SEC Memorandum Circular 3, Series of 2024 and 2026, which govern the use of the eAMEND system.
Under the draft, paperless filing will be introduced as an option alongside the existing simple and regular lanes, which still require the submission of hard copies of documents. The new option covers corporate amendments to both articles of incorporation (AOI) and by-laws.
For AOI, covered amendments include changes in the prefatory clause, principal office address, term of existence, number of directors or trustees and fiscal year for one person corporations. Amendments to by-laws will include changes in the date of annual meetings and fiscal year.
To qualify for paperless filing, both the authorized representative and corporate secretary must create accounts under the Electronic SEC Universal Registration Environment (eSECURE) and undergo credentialing to verify their identities.
The SEC said scanned copies of signed and notarized documents submitted through the portal would be recognized as valid and have the same legal effect as hard copies, subject to verification.
Random post-filing evaluations will be conducted, however, which may require the submission of original documents.
Failure to present original copies within 15 calendar days from notice may result in a P20,000 penalty and possible revocation of the amendment application.
The draft also requires a duly signed and notarized secretary’s certificate with undertaking to accompany paperless filings.
The document must attest to the authenticity of the submitted files and confirm that original copies are safely kept and could be produced upon request.
Violations such as misrepresentation, submission of falsified documents and failure to comply with undertakings may lead to revocation of approved amendments, disqualification from using the paperless system and possible administrative, civil, or criminal sanctions against responsible officers.
The SEC said comments on the proposed guidelines will be accepted until April 15.
