Region

Jurisdiction

Regulator

2026-07-20

Added 2026-07-20

Guidelines on the Implementation of Paperless Filing for Select Amendment Applications Through the eAMEND Portal

The Securities and Exchange Commission (SEC) issues guidelines for the optional paperless filing of select amendment applications for corporations through its eAMEND Portal. This circular applies to amendments concerning specific provisions in the Articles of Incorporation, such as changes in principal office address or term of existence, and By-Laws, including the date of annual meetings or fiscal year. Applicants must upload duly executed and notarized documents in PDF format, pay 100% of filing fees upfront within ten calendar days, and ensure the Corporate Secretary has an eSECURE account. Corporations must retain original signed and notarized documents for verification, with failure to present them upon directive within fifteen calendar days incurring a PHP20,000.00 penalty and/or revocation of the application.

Philippines

Securities and Exchange Commission Philippines

[Logo: Securities and Exchange Commission Philippines]

SEC MEMORANDUM CIRCULAR NO. 21 Series of 2026

TO : ALL CONCERNED

SUBJECT : GUIDELINES ON THE IMPLEMENTATION OF PAPERLESS FILING FOR SELECT AMENDMENT APPLICATIONS THROUGH THE eAMEND PORTAL

DATE : 17 JULY 2026

WHEREAS, Section 13 and Section 180 of Republic Act (“RA”) No. 11232, otherwise known as the Revised Corporation Code of the Philippines (“RCC”), authorize the Securities and Exchange Commission (“SEC” or “Commission”) to develop and implement an electronic filing and monitoring system and to allow the filing of amendments in electronic form;

WHEREAS, RA No. 8792, otherwise known as the Electronic Commerce Act of 2000, recognizes the legal validity and enforceability of electronic documents¹ and electronic data messages² and mandates government agencies to accept such documents;

WHEREAS, under A.M. No. 01-7-01-SC, otherwise known as the Rules on Electronic Evidence, electronic documents, including scanned Portable Document Format (“PDF”) copies of duly executed paper documents, are admissible in evidence subject to authentication requirements³;

WHEREAS, RA 11032, otherwise known as the Ease of Doing Business and Efficiency Government Service Delivery Act of 2018 (“EODB Act”), mandates government agencies to streamline procedures and promote efficiency in the delivery of public services;

WHEREAS, the Commission previously issued SEC Memorandum Circular (“MC”) No. 3, Series of 2024 and SEC Memorandum Circular (“MC”) No. 3, Series of 2026 prescribing the guidelines on the use of the Electronic Application for Modification of Entity Data (“eAMEND”) Portal;

WHEREAS, in furtherance of the Commission’s digital transformation initiatives and to promote regulatory efficiency and sustainability, it is necessary to implement a paperless filing system for select amendment applications through the eAMEND Portal;

NOW, THEREFORE, the Commission hereby issues the following guidelines:

¹ Section 5(f) of RA 8792 provides: "Electronic document refers to information or the representation of information, data, figures, symbols or other modes of written expression, described or however represented, by which a right is established or an obligation extinguished, or by which a fact may be proved and affirmed, which is received, recorded, transmitted, stored, processed, retrieved or produced electronically."

² Section 5(c) of RA 8792 provides: "Electronic data message refers to information generated, sent, received or stored by electronic, optical or similar means."

³ SECTION 2 of A.M. No. 01-7-01-SC provides: "Admissibility. — An electronic document is admissible in evidence if it complies with the rules on admissibility prescribed by the Rules of Court and related laws and is authenticated in the manner prescribed by these Rules"

Section 1. Supplemental Application. This Memorandum Circular supplements existing rules governing amendment applications filed through the eAMEND Portal.

Amendment applications not covered by this Circular shall continue to be governed by existing rules and procedures, including the submission of hard copies of amendment documents where applicable.

Section 2. Amendment Applications Eligible for Paperless Filing. Paperless filing shall apply only to amendment applications involving amendments to the following provisions or a combination thereof:

A. Articles of Incorporation

Prefatory Clause;
Change in the Principal Office Address;
Term of Existence;
Increase or Decrease in the Number of the Board of Directors/Trustees; and
Fiscal Year for One Person Corporations (“OPCs”).

B. By-Laws

Date of Annual Meeting of the Stockholders/Members; and
Fiscal Year.

Applications involving amendments not listed above shall not qualify for paperless filing and shall be processed under the existing procedures requiring submission of hard copies. The Commission may expand the coverage of amendment applications eligible for paperless filing, as may be deemed appropriate.

Section 3. Optional Nature of Paperless Filing. The paperless filing under this Circular is optional and not mandatory. Corporations may still choose to file through Simple Processing or Regular Processing, pursuant to MC 3, S. 2026, which still requires the submission of the hard copies of the amendment documents.

The paperless filing shall be without prejudice to the Commission’s authority to require compliance with existing procedures, when appropriate.

Section 4. Documentary Requirements. Applicants shall upload the following in PDF format with a maximum file size of twenty-five (25) megabytes (mb) for each document, through the eAMEND Portal:

System-generated/downloaded Cover Sheet for Amendment;
Amended Articles of Incorporation and/or Amended By-Laws
System-generated/downloaded, signed and notarized or apostilled/authenticated (if signed and executed outside the Philippines) Amendment Form (Annex “A”, “A-1”, “A-2”, “B”, “B-1”, “B-2” and “B-3”);
Notarized Secretary’s Certificate and Undertaking (Annex “C”);
Monitoring Clearance or Affidavit of Undertaking in lieu thereof, if applicable; and
Certification or favorable endorsement from appropriate government agency or SEC department, if required.

All documents must be duly executed prior to scanning. The uploaded PDF copies shall constitute the official filing for purposes of Commission action.

Section 5. eSECURE and Credentialing. The Authorized Representative and Corporate Secretary shall ensure the creation of an Electronic SEC Universal Registration Environment (“eSECURE”) account and shall undergo credentialing to ensure the security and authenticity of the user’s identity.

As part of the Commission’s electronic Know-Your-Customer (“eKYC”) process, the SEC may collect and process personal information from the Corporate Secretary and capture a live photo.

Section 6. Upfront Payment. Applicants shall pay one hundred percent (100%) of the assessed filing fees prior to processing.

The system shall generate a Payment Assessment Form (“PAF”). Payment must be completed within ten (10) calendar days from issuance. Failure to complete payment within the prescribed period shall result in the automatic purging of the application from the system.

Upon confirmation of payment, the application shall be assigned to the appropriate Specialist/Processor for evaluation.

Section 7. QR and Notarization. All system-generated Amendment Forms issued through the eAMEND Portal shall contain a unique Quick Response (“QR”) Code.

The QR Code shall serve as a digital identifier corresponding to the specific amendment application and shall enable traceability, monitoring, and verification.

Notwithstanding the electronic submission of documents through the eAMEND Portal, the Amendment Form and documentary requirements, where applicable, shall remain subject to notarization, which shall ensure the authenticity of signatures and the due execution of the amendment documents.

Section 8. Post-Evaluation, Verification, and Inspection. Applications approved under the paperless filing system shall remain subject to verification, inspection, and audit by the Commission.

The Commission shall conduct random post-evaluation of approved amendment applications to ensure that the Corporation (a) Maintains and safeguards the original signed and notarized documents, and (b) Complies with the undertakings made in connection with the filing.

For this purpose, the Commission may require the corporation to present the original signed and notarized documents corresponding to the uploaded amendment documents.

Failure to comply with such directive may constitute a violation of this Circular and the undertakings executed in connection with the amendment application.

Section 9. Effect of Electronic Filing. Documents submitted through the eAMEND Portal pursuant to this Circular, including scanned copies of signed and notarized amendment documents, shall be recognized by the Commission as valid electronic submissions for purposes of processing amendment applications.

Such electronic submissions shall have the same legal effect as the submission of hard copies, subject to verification by the Commission.

The submission of electronic documents through the eAMEND Portal shall constitute a representation by the applicant that the uploaded documents are true and faithful copies of the original signed documents maintained in the corporate records of the corporation.

Section 10. Violation. Any of the following acts shall constitute a violation of this Circular:

a. Misrepresentation in the Notarized Secretary’s Certificate and Undertaking (Annex “C”); b. Submission of falsified or inaccurate documents through the eAMEND Portal; c. Failure to comply with the undertakings contained in the Notarized Secretary’s Certificate and Undertaking (Annex “C”); and d. Failure to comply with lawful directives of the Commission to present original documents.

The Commission may impose any or all of the following sanctions:

a. Revocation or cancellation of the approved amendment; b. Disqualification of the corporation from availing of paperless filing through the eAMEND Portal; c. Administrative sanctions against the responsible Corporate Secretary or officers; and d. Referral for appropriate civil or criminal action when warranted.

Section 11. Penalties. Failure to comply with a lawful directive of the Commission to present the original signed and notarized amendment documents within fifteen (15) calendar days from receipt of such directive shall subject the corporation to a penalty of Twenty Thousand Pesos (PHP20,000.00) and/or shall result in the revocation of the corporation’s amendment application, without prejudice to other administrative, civil, or criminal liabilities under applicable laws, rules, and regulations.

In case of discrepancy, the Commission shall require the corporation to correct the same through the filing of a Petition for Correction.

Section 12. Secretary’s Certificate with Affidavit of Undertaking. All applications covered under this Circular shall be supported by a separate duly signed and notarized Secretary’s Certificate with Undertaking executed by the Corporate Secretary.

The Secretary’s Certificate with Undertaking shall:

Attest that all required Directors/Trustees personally signed the amendment documents;
Confirm that the Corporate Secretary personally signed the documents;
Confirm that uploaded PDFs are true and faithful scanned copies of the original signed documents;
Undertake safekeeping of the originals by the Office of the Corporate Secretary;
Undertake turnover and presentation of original documents upon lawful directive; and
Acknowledge personal responsibility and liability for falsification or misrepresentation.

Failure to upload the required Secretary’s Certificate with Undertaking shall render the application incomplete.

REPEALING CLAUSE. All circulars, memoranda, rules, and regulations inconsistent with this Memorandum Circular are hereby modified or repealed accordingly.

EFFECTIVITY. This Memorandum Circular shall take effect after immediately after its publication.

Done this 17 July 2026 in Makati City, Philippines.

For the Commission:

[Signature] FRANCISCO ED. LIM Chairperson

ANNEX “A” – STOCK CORPORATION

COMPANY REGISTRATION AND MONITORING DEPARTMENT

AMENDMENT FORM (Articles of Incorporation)

Corporate Name: SEC Registration No.: Company Type: Stock Corporation Number of Board: Authorized Representative: Email Address: Mobile/Landline No.:

Provision/s for Amendment on Articles of Incorporation:

Date of Approval by the Board of Directors: [date]
Date of Approval by the Shareholders: [date]
From (based from the latest SEC approved Articles of Incorporation (amendments, if any))	To

[if there are multiple amended provisions]	[if there are multiple amended provisions]

Date of Approval by the Board of Directors: [if there are multiple dates]
Date of Approval by the Shareholders: [if there are multiple dates]
From (based from the latest SEC approved Articles of Incorporation (amendments, if any))	To

[if there are multiple amended provisions]	[if there are multiple amended provisions]

X----------------------------------------------------------------------------------------------------------------------------------

DIRECTORS’ CERTIFICATE

stockholders owning or representing ____________________ of the outstanding capital stock at a meeting held on ____________________ (insert date or dates, as applicable) ____________________ at the principal office of the corporation and/or via remote communication in accordance with the rules and regulations of the Securities and Exchange Commission.

We further certify that the Corporate Secretary shall cause the uploading of this duly executed Amendment Form on the eAmend Portal using his/her official SEC credential, and that the uploaded PDF of the Amendment Form is a true and faithful copy of the duly executed Amendment Form bearing the wet signatures of the Board of Directors and the Corporate Secretary.

The Board of Directors, through the Office of the Corporate Secretary, hereby undertakes to safekeeping the original Amendment Form for the duration of the corporation’s corporate existence, and to promptly present the Amendment Form when directed by the Courts, the Commission, and other government agencies. Failure to comply with the foregoing undertakings shall subject the Board of Directors and the Corporate Secretary to the applicable penalties and administrative sanctions as may be imposed by the Commission under Memorandum Circular No. ___, Series of 2026.

TIN: Director

TIN: Corporate Secretary

X----------------------------------------------------------------------------------------------------------------------------------

SECRETARY’S CERTIFICATE

I, ____________________, legal age, a Filipino, and resident of ____________________, after having been sworn to in accordance with law hereby depose and state that:

I am the duly elected and qualified Corporate Secretary of ____________________ (Name of Corporation) ____________________, a corporation duly registered with the Commission and in good standing, with principal office at ____________________.

To the best of my knowledge, from the date of approval of the amendment/s by the Board of Directors/Trustees in a meeting held on ____________________ (insert date or dates, as applicable) ____________________ and the Stockholders/Members in a meeting held on ____________________ (insert date or dates, as applicable) ____________________ up to the date of filing of the application for amendment of Articles of Incorporation with the Commission, no action or proceeding has been filed or is pending before any Court involving an intra-corporate dispute and/or any claim by any person or group against the board of directors/trustees, individual director/trustee and/or major corporate officer/s of the Corporation as its duly elected and/or appointed director/trustee or officer or vice versa.

Signed this ____ day of ____, 20 at ____________________.

TIN: Corporate Secretary

SUBSCRIBED AND SWORN TO before me on this day of ________ 20 in ____________________, Philippines. This refers to the Amendment Form consisting of the Directors’ Certificate and Secretary’s Certificate, signed by the affiants who personally appeared before me exhibiting to me their ____ issued on ____________________ at ____________________.

NOTARY PUBLIC

Doc. No. ____; Page No. ____; Book No. ; Series of 20.

ANNEX “A-1” – NON-STOCK CORPORATION

COMPANY REGISTRATION AND MONITORING DEPARTMENT

AMENDMENT FORM (Articles of Incorporation)

Corporate Name: SEC Registration No.: Company Type: Non-Stock Corporation Number of Board: Authorized Representative: Email Address: Mobile/Landline No.:

Provision/s for Amendment on Articles of Incorporation:

Date of Approval by the Board of Trustees: [date]
Date of Approval by the Members: [date]
From (based from the latest SEC approved Articles of Incorporation (amendments, if any))	To

[if there are multiple amended provisions]	[if there are multiple amended provisions]

Date of Approval by the Board of Trustees: [if there are multiple dates]
Date of Approval by the Members: [if there are multiple dates]
From (based from the latest SEC approved Articles of Incorporation (amendments, if any))	To

[if there are multiple amended provisions]	[if there are multiple amended provisions]

X----------------------------------------------------------------------------------------------------------------------------------

TRUSTEES’ CERTIFICATE

We, the undersigned majority of the Board of Trustees and the Corporate Secretary of ____________________ (Name of Corporation) ____________________, do hereby certify that the Articles of Incorporation of said corporation was amended by a ____________________ vote of the Board of Trustees at a meeting held on ____________________ (insert date or dates, as applicable) ____________________, at which meeting a quorum was present, and ratified by the vote of

____________________ of the membership at a meeting held on ____________________ (insert date or dates, as applicable) ____________________ at the principal office of the corporation and/or via remote communication in accordance with the rules and regulations of the Securities and Exchange Commission.

The Board of Trustees, through the Office of the Corporate Secretary, hereby undertakes to safekeeping the original Amendment Form for the duration of the corporation’s corporate existence, and to promptly present the Amendment Form when directed by the Courts, the Commission, and other government agencies. Failure to comply with the foregoing undertakings shall subject the Board of Trustees and the Corporate Secretary to the applicable penalties and administrative sanctions as may be imposed by the Commission under Memorandum Circular No. ___, Series of 2026.

TIN: Trustee

TIN: Corporate Secretary

X----------------------------------------------------------------------------------------------------------------------------------

SECRETARY’S CERTIFICATE

I, ____________________, legal age, a Filipino, and resident of ____________________, after having been sworn to in accordance with law hereby depose and state that:

Signed this ____ day of ____, 20 at ____________________.

TIN: Corporate Secretary

NOTARY PUBLIC

Doc. No. ____; Page No. ____; Book No. ; Series of 20.

ANNEX “A-2” – ONE PERSON CORPORATION

COMPANY REGISTRATION AND MONITORING DEPARTMENT

AMENDMENT FORM (Articles of Incorporation)

Corporate Name: SEC Registration No.: Company Type: One Person Corporation Authorized Representative: Email Address: Mobile/Landline No.:

Provision for Amendment on Articles of Incorporation:

Date of Approval by the Sole Stockholder: [date]
From (based from the latest SEC approved Articles of Incorporation (amendments, if any))	To

[if there are multiple amended provisions]	[if there are multiple amended provisions]

Date of Approval by the Sole Stockholder: [if there are multiple dates]
From (based from the latest SEC approved Articles of Incorporation (amendments, if any))	To

[if there are multiple amended provisions]	[if there are multiple amended provisions]

X----------------------------------------------------------------------------------------------------------------------------------

RESOLUTION

I, ____________________, the sole stockholder of ____________________ (Name of Corporation) ____________________, a one-person corporation duly organized and registered with the Securities and Exchange Commission, hereby declare that on ____________________ (insert date or dates, as applicable) ____________________ at the principal office of the corporation, decided to file an amended application.

I further certify that the Corporate Secretary shall cause the uploading of this duly executed Amendment Form on the eAmend Portal using his/her official SEC credential, and that

the uploaded PDF of the Amendment Form is a true and faithful copy of the duly executed Amendment Form bearing the wet signatures of the Single Stockholder and the Corporate Secretary.

The Single Stockholder, through the Office of the Corporate Secretary, hereby undertakes to safekeeping the original Amendment Form for the duration of the corporation’s corporate existence, and to promptly present the Amendment Form when directed by the Courts, the Commission, and other government agencies. Failure to comply with the foregoing undertakings shall subject the Single Stockholder and the Corporate Secretary to the applicable penalties and administrative sanctions as may be imposed by the Commission under Memorandum Circular No. ___, Series of 2026.

TIN: Single Stockholder

TIN: Corporate Secretary

NOTARY PUBLIC

Doc. No. ____; Page No. ____; Book No. ; Series of 20.

ANNEX “B” – STOCK CORPORATION

COMPANY REGISTRATION AND MONITORING DEPARTMENT

AMENDMENT FORM for By-Laws

Corporate Name: SEC Registration No.: Company Type: Stock Corporation Number of Board: Authorized Representative: Email Address: Mobile/Landline No.:

Provision/s for Amendment on By-Laws:

Date of Approval by the Board of Directors: [date]
Date of Approval by the Shareholders: [date]
From (based from the latest SEC approved By-Laws (amendments, if any))	To

[if there are multiple amended provisions]	[if there are multiple amended provisions]

Date of Approval by the Board of Directors: [if there are multiple dates]
Date of Approval by the Shareholders: [if there are multiple dates]
From (based from the latest SEC approved By-Laws (amendments, if any))	To

[if there are multiple amended provisions]	[if there are multiple amended provisions]

X----------------------------------------------------------------------------------------------------------------------------------

DIRECTORS’ CERTIFICATE

We, the undersigned majority of the Board of Directors and the Corporate Secretary of ____________________ (Name of Corporation) ____________________, do hereby certify that the By-laws of said corporation was amended by a ____________________ vote of the Board of Directors at a meeting held on ____________________ (insert date or dates, as applicable) ____________________, at which meeting a quorum was present, and ratified by the vote of the stockholders owning or representing ____________________ of the outstanding capital stock at a meeting held on ____________________ (insert date or dates, as applicable) ____________________ at the principal office of the

corporation and/or via remote communication in accordance with the rules and regulations of the Securities and Exchange Commission.

TIN: Director

TIN: Corporate Secretary

X----------------------------------------------------------------------------------------------------------------------------------

SECRETARY’S CERTIFICATE

I, ____________________, legal age, a Filipino, and resident of ____________________, after having been sworn to in accordance with law hereby depose and state that:

To the best of my knowledge, from the date of approval of the amendment/s by the Board of Directors/Trustees in a meeting held on ____________________ (insert date or dates, as applicable) ____________________ and the Stockholders/Members in a meeting held on ____________________ (insert date or dates, as applicable) ____________________ up to the date of filing of the application for amendment of By-Laws with the Commission, no action or proceeding has been filed or is pending before any Court involving an intra-corporate dispute and/or any claim by any person or group against the board of directors/trustees, individual director/trustee and/or major corporate officer/s of the Corporation as its duly elected and/or appointed director/trustee or officer or vice versa.

Signed this ____ day of ____, 20 at ____________________.

TIN: Corporate Secretary

SUBSCRIBED AND SWORN TO before me on this day of ________ 20 in ____________________, Philippines. This refers to the Amendment Form

consisting of the Directors’ Certificate and Secretary’s Certificate, signed by the affiants who personally appeared before me exhibiting to me their ____ issued on ____________________ at ____________________.

NOTARY PUBLIC

Doc. No. ____; Page No. ____; Book No. ; Series of 20.

ANNEX “B-1” – STOCK CORPORATION

COMPANY REGISTRATION AND MONITORING DEPARTMENT

AMENDMENT FORM for By-Laws (Power to Amend Delegated by the Stockholders to the Board of Directors)

Corporate Name: SEC Registration No.: Company Type: Stock Corporation Number of Board: Authorized Representative: Email Address: Mobile/Landline No.:

Provision/s for Amendment on By-Laws:

Date of Approval by the Board of Directors: [date]
From (based from the latest SEC approved By-Laws (amendments, if any))	To

[if there are multiple amended provisions]	[if there are multiple amended provisions]

Date of Approval by the Board of Directors: [if there are multiple dates]
From (based from the latest SEC approved By-Laws (amendments, if any))	To

[if there are multiple amended provisions]	[if there are multiple amended provisions]

X----------------------------------------------------------------------------------------------------------------------------------

DIRECTORS’ CERTIFICATE

We, the undersigned majority of the Board of Directors and the Corporate Secretary of ____________________ (Name of Corporation) ____________________, do hereby certify that the By-laws of said corporation was amended by a ____________________ vote of the Board of Directors at a meeting held on ____________________ (insert date or dates, as applicable) ____________________, at which meeting a quorum was present, at the principal office of the corporation and/or via remote communication in accordance with the rules and regulations of the Securities and Exchange Commission, pursuant to the power

delegated by the Stockholders to the Board of Directors. This delegated authority was approved by the Stockholders owning ____________________ of the outstanding capital stock of the corporation on ____________________ in accordance with Section 47 of the Revised Corporation Code.

TIN: Director

TIN: Corporate Secretary

X----------------------------------------------------------------------------------------------------------------------------------

SECRETARY’S CERTIFICATE

I, ____________________, legal age, a Filipino, and resident of ____________________, after having been sworn to in accordance with law hereby depose and state that:

To the best of my knowledge, from the date of approval of the amendment/s by the Board of Directors/Trustees in a meeting held on ____________________ (insert date or dates, as applicable) ____________________ up to the date of filing of the application for amendment of By-Laws with the Commission, no action or proceeding has been filed or is pending before any Court involving an intra-corporate dispute and/or any claim by any person or group against the board of directors/trustees, individual director/trustee and/or major corporate officer/s of the Corporation as its duly elected and/or appointed director/trustee or officer or vice versa.

Signed this ____ day of ____, 20 at ____________________.

TIN: Corporate Secretary

NOTARY PUBLIC

Doc. No. ____; Page No. ____; Book No. ; Series of 20.

ANNEX “B-2” – NON-STOCK CORPORATION

COMPANY REGISTRATION AND MONITORING DEPARTMENT

AMENDMENT FORM for By-Laws

Corporate Name: SEC Registration No.: Company Type: Non-Stock Corporation Number of Board: Authorized Representative: Email Address: Mobile/Landline No.:

Provision/s for Amendment on By-Laws:

Date of Approval by the Board of Trustees: [date]
Date of Approval by the Members: [date]
From (based from the latest SEC approved By-Laws (amendments, if any))	To

[if there are multiple amended provisions]	[if there are multiple amended provisions]

Date of Approval by the Board of Trustees: [if there are multiple dates]
Date of Approval by the Members: [if there are multiple dates]
From (based from the latest SEC approved By-Laws (amendments, if any))	To

[if there are multiple amended provisions]	[if there are multiple amended provisions]

X----------------------------------------------------------------------------------------------------------------------------------

TRUSTEES’ CERTIFICATE

We, the undersigned majority of the Board of Trustees and the Corporate Secretary of ____________________ (Name of Corporation) ____________________, do hereby certify that the By-laws of said corporation was amended by a ____________________ vote of the Board of Trustees at a meeting held on ____________________ (insert date or dates, as applicable) ____________________, at which meeting a quorum was present, and ratified by the vote of the membership at a meeting held on ____________________ (insert date or dates, as applicable) ____________________ at the principal office of the corporation and/or via remote

communication in accordance with the rules and regulations of the Securities and Exchange Commission.

TIN: Trustee

TIN: Corporate Secretary

X----------------------------------------------------------------------------------------------------------------------------------

SECRETARY’S CERTIFICATE

I, ____________________, legal age, a Filipino, and resident of ____________________, after having been sworn to in accordance with law hereby depose and state that:

To the best of my knowledge, from the date of approval of the amendment/s by the Board of Directors/Trustees in a meeting held on ____________________ (insert date or dates, as applicable) ____________________ and the Stockholders/Members in a meeting held on ____________________ (insert date or dates, as applicable) ____________________ up to the date of filing of the application for amendment of By-Laws with the Commission, no action or proceeding has been filed or is pending before any Court involving an intra-corporate dispute and/or any claim by any person or group against the board of directors/trustees, individual director/trustee and/or major corporate officer/s of the Corporation as its duly elected and/or appointed director/trustee or officer or vice versa.

Signed this ____ day of ____, 20 at ____________________.

TIN: Corporate Secretary

NOTARY PUBLIC

Doc. No. ____; Page No. ____; Book No. ; Series of 20.

ANNEX “B-3” – NON-STOCK CORPORATION

COMPANY REGISTRATION AND MONITORING DEPARTMENT

AMENDMENT FORM for By-Laws (Power to Amend Delegated by the Members to the Board of Trustees)

Corporate Name: SEC Registration No.: Company Type: Non-Stock Corporation Number of Board: Authorized Representative: Email Address: Mobile/Landline No.:

Provision/s for Amendment on By-Laws:

Date of Approval by the Board of Trustees: [date]
From (based from the latest SEC approved By-Laws (amendments, if any))	To

[if there are multiple amended provisions]	[if there are multiple amended provisions]

Date of Approval by the Board of Trustees: [if there are multiple dates]
From (based from the latest SEC approved By-Laws (amendments, if any))	To

[if there are multiple amended provisions]	[if there are multiple amended provisions]

X----------------------------------------------------------------------------------------------------------------------------------

TRUSTEES’ CERTIFICATE

We, the undersigned majority of the Board of Trustees and the Corporate Secretary of ____________________ (Name of Corporation) ____________________, do hereby certify that the By-laws of said corporation was amended by a ____________________ vote of the Board of Trustees at a meeting held on ____________________ (insert date or dates, as applicable) ____________________, at which meeting a quorum was present, at the principal office of the corporation and/or via remote communication in accordance with the rules and regulations of the Securities and Exchange Commission, pursuant to the power

delegated by the Members to the Board of Trustees. This delegated authority was approved by the Members of the Members of the corporation on ____________________ in accordance with Section 47 of the Revised Corporation Code.

TIN: Trustee

TIN: Corporate Secretary

X----------------------------------------------------------------------------------------------------------------------------------

SECRETARY’S CERTIFICATE

I, ____________________, legal age, a Filipino, and resident of ____________________, after having been sworn to in accordance with law hereby depose and state that:

To the best of my knowledge, from the date of approval of the amendment/s by the Board of Directors/Trustees in a meeting held on ____________________ (insert date or dates, as applicable) ____________________ up to the date of filing of the application for amendment of By-Laws with the Commission, no action or proceeding has been filed or is pending before any Court involving an intra-corporate dispute and/or any claim by any person or group against the board of directors/trustees, individual director/trustee and/or major corporate officer/s of the Corporation as its duly elected and/or appointed director/trustee or officer or vice versa.

Signed this ____ day of ____, 20 at ____________________.

TIN: Corporate Secretary

NOTARY PUBLIC

Doc. No. ____; Page No. ____; Book No. ; Series of 20.

Annex C – Secretary’s Certificate

Republic of the Philippines ____________________ ) S.S.

SECRETARY’S CERTIFICATE AND UNDERTAKING

I, ____________________, Filipino, of legal age, and the duly elected Corporate Secretary of ____________________ (Corporate Name) ____________________, a corporation duly registered with the Commission and in good standing, with principal office at ____________________, hereby state that:

There is an application for amendment of (Articles of Incorporation and/or By-Laws) ____________________ through the eAMEND Portal with the Company Registration and Monitoring Department (“CRMD”) of the Securities and Exchange Commission (“Commission”), in accordance with the guidelines on paperless filing of select amendment applications; and

a) At a meeting of the Board of Directors/Trustees held on ____________________, at which a quorum was present, the Board duly approved the amendment to the [Articles of Incorporation/By-Laws] concerning ____________________; b) All Directors/Trustees required to sign the amendment document have personally affixed their signatures on the original signed document; c) The document uploaded through the eAMEND Portal in connection with the amendment application is a true and faithful copy of the original signed and notarized amendment document kept in the corporate records of the corporation; and d) The original signed documents shall be preserved in the records of the corporation and shall be presented to the Securities and Exchange Commission upon lawful request.

In connection with the said amendment application, I hereby undertake and commit, in my capacity as Corporate Secretary, the following:

a) Custody and Safekeeping of Original Documents The original signed and notarized amendment documents are kept and maintained in the official records of the Corporation under the custody of the Corporate Secretary. The Office of the Corporate Secretary shall ensure the proper safekeeping, preservation, and maintenance of such documents.

b) Turnover of Corporate Records In the event of my resignation, removal, or replacement as Corporate Secretary, I undertake that the complete corporate records relating to the amendment, including the original signed and notarized documents, shall be properly turned over to a successor or the Office of the Corporate Secretary, in accordance with applicable laws, rules, and corporate procedures.

c) Presentation of Original Documents The Office of the Corporate Secretary shall be responsible for presenting and producing the original signed and notarized amendment documents when required by the Commission.

d) Accuracy and Authenticity of Uploaded Documents On behalf of the Office of the Corporate Secretary, I hereby assume responsibility for ensuring that the documents uploaded through the eAMEND Portal are complete, accurate, and faithful electronic copies of the original signed documents maintained in the records of the Corporation.

I further attest to the authenticity, validity, or enforceability of the documents uploaded through the eAMEND Portal.

The Corporation and its officers undertake to comply with any lawful directive of the Securities and Exchange Commission requiring the submission, presentation, or verification of documents relating to the amendment application filed through the eAMEND Portal;
That the Corporation fully understands and agrees that failure to comply with the said submission requirement within the prescribed period shall subject the Corporation to applicable penalties and administrative sanctions as may be imposed by the Commission under its existing rules and regulations under Memorandum Circular No. ___, Series of 2026; and
I am authorized by the Board of (Directors/Trustees) ____________________ to execute this Undertaking pursuant to a resolution duly approved at the regular/special meeting held on ____________________ (date or multiple dates, if applicable) ____________________ at the principal office of the corporation and/or via remote communication in accordance with the rules and regulations of the Securities and Exchange Commission.

I declare under the penalties of perjury that the foregoing statements have been made in good faith, personally verified by me and I attest to the correctness and completeness of the declaration therein.

Signed this ____________________ at ____________________.

Corporate Secretary

SUBSCRIBED AND SWORN to before me this ____ day of ____________________ 20____ in ____________________ affiant/s exhibited to me his/her Identification Documents/Government issued ID/s as follows:

NOTARY PUBLIC

Doc. No. ____; Page No. ____; Book No. ____; Series of ____________________.

Topics

securities

licensing

disclosure