SEC MEMORANDUM CIRCULAR NO. 3

Series of 2026

TO : ALL CONCERNED

SUBJECT : GUIDELINES ON THE CLASSIFICATION, PROCESSING, AND SUBMISSION OF AMENDMENT APPLICATIONS FILED THROUGH THE EAMEND PORTAL, AND IMPOSITION OF PENALTIES FOR NON-SUBMISSION OF AMENDMENT DOCUMENTS

DATE : 12 JANUARY 2026

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WHEREAS, in furtherance of the Ease of Doing Business and Efficient Government Service Delivery Act of 2018 ("EODB Act") and consistent with Securities and Exchange Commission ("SEC" or "Commission") Memorandum Circular No. 7, Series of 2025, which affirms the Commission's commitment to transparency, accountability, and efficiency in public service delivery, this Memorandum Circular is issued to provide further guidance on the amendment applications through the eAMEND portal;

WHEREAS, the Ease of Doing Business and Efficient Government Service Delivery Act of 2018 ("EODB Act") classifies government transactions into Simple, Complex, and Highly Technical:

• Simple transactions are applications or requests submitted by applicants or requesting parties which only require ministerial actions on the part of the public officer or employee, or those which present only inconsequential issues for resolution.¹
• Complex transactions are applications or requests which necessitate evaluation in the resolution of complicated issues by an officer or employee of the government office, as determined by the office concerned.²
• Highly Technical transactions require the use of technical knowledge, specialized skills, and/or training in the processing and/or evaluation thereof.³

WHEREAS, amendment applications filed with the Securities and Exchange Commission ("SEC" or the "Commission") are currently categorized as follows:

¹ Section 4(m) of R.A. 11032 provides:
"Simple transactions – applications or requests submitted by applicants or requesting parties of a government office or agency which only require ministerial actions on the part of the public officer or employee, or that which present only inconsequential issues for the resolution by an officer or employee of said government."

² Section 4(d) of R.A. 11032 provides:
"Complex transactions – applications or requests submitted by applicants or requesting parties of a government office which necessitate evaluation in the resolution of complicated issues by an officer or employee of said government office, such complicated issues to be determined by the office concerned;"

³ Section 4(g) of R.A. 11032 provides:
"Highly technical application – an application which requires the use of technical knowledge, specialized skills and/or training in the processing and/or evaluation thereof;"

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Complex Transactions

• Change in the Principal Office Address;
• Increase or Decrease in the Number of Directors/Trustees;
• Fiscal Year for One Person Corporations (OPCs);
• Deletion and/or Addition of provisions;
• Amendment of the Articles of Incorporation concerning one (1) or more provisions thereof;
• Amendment of By-Laws concerning one (1) provision or more provisions, including deletion or addition of one (1) provision or more provisions thereof;
• Amendment of Articles of Incorporation and/or By-Laws concerning Change in the Principal Office Address, Increase or Decrease in the Number of Directors/Trustees, Date of the Annual Meeting of Stockholders, Fiscal Year, or any combinations thereof;
• Amendments of the Articles of Partnership;
• Dissolution of Partnerships;
• Admission or Removal of Partners in the Partnership;
• Dissolution by Shortening of Term of Corporations under Section 136 of the Revised Corporation Code ("RCC") where the proposed expiration is more than one (1) year, and as stipulated in SEC Memorandum Circular No. 05, series of 2022; and
• Amendment of the Articles of Incorporation of the Corporation Sole.

Highly Technical Transactions

• Dissolution through shortening of corporate term under Section 136 of the RCC where the proposed expiration is less than one (1) year, and as stipulated under Section 136 of the RCC and MC No. 05, series of 2022;
• Conversion of Stock Corporations to Non-Stock Corporations;
• Conversion of One Person Corporation ("OPC") to Ordinary Stock Corporation ("OSC"); and
• Conversion of OSC to OPC.

The objective of this initiative is to shorten the processing times for amendments of the Articles of Incorporation and By-Laws even shorter than the corresponding processing periods prescribed by the EODB Act.

WHEREAS, that the above-stated transactions under the EODB Act at present undergo two (2) types of processing under the Securities and Exchange Commission ("SEC" or the "Commission") MC 3 S. 2024;

WHEREAS, under MC 3 S. 2024, the eAMEND Portal prescribes two processing types: Simple Processing and Regular Processing, defined as follows:

I. Simple Processing, eligible for issuance of digital certificates, includes amendments of the Articles of Incorporation and/or By-Laws filed by Domestic Stock or Non-Stock corporations concerning:

a. Articles of Incorporation: i. Change in the Principal Office Address;

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ii. Increase or Decrease in the Number of Directors/Trustees;
iii. Fiscal Year for One Person Corporations ("OPC");
iv. Deletion and/or Addition of provisions, except those on corporate purposes, capitalization, or reclassification of shares.

b. By-Laws:
i. Date of Annual Meeting of Stockholders/Members;
ii. Fiscal Year.

II. Regular Processing includes, among others:
a. Amendment or Dissolution of Partnership;
b. Amendments of Articles of Incorporation or By-Laws of Domestic Corporations (stock or non-stock) not covered under Simple Processing;
c. Conversion of OPC to OSC and vice versa;
d. Increase of Capital Stock for OPC via cash;
e. Combination of any provisions listed under I and II of MC 3 S. 2024.

WHEREAS, Section 3 of MC 3, s. 2024 requires that applications under Simple Processing and subject to issuance of a digital certificate be supported by: a.) system-generated/downloaded Cover Sheet for Amendment; b.) system-generated/downloaded, signed and notarized or apostilled/authenticated Amendment Form; c.) a Certification and/or Favorable Endorsement of the appropriate government agency or other Department/s of the Commission, if applicable; and d.) Affidavit of Undertaking or Monitoring Clearance or proof of payment of penalties;

WHEREAS, Section 4 of the same Circular provides that applications subject to Regular Processing through the eAMEND Portal shall upload for processing the documentary requirements as stated in the SEC’s latest Citizen’s Charter, as posted on the SEC Website and shall submit the hard copies of the same to the Commission after payment of the filing fees;

WHEREAS, to ensure consistency, efficiency, and timely compliance in the submission of Amendment Documents, there is a necessity to update and amend the procedure governing such documentary requirements;

WHEREAS, Section 179 (o) and (p) of Republic Act (RA) No. 11232, otherwise known as the Revised Corporation Code of the Philippines ("RCC" or "Code"), grants the Commission the power and authority to: (i) formulate and enforce standards, guidelines, policies, rules and regulations to carry out the provisions of the RCC; and (ii) exercise such other powers provided by law or those which may be necessary or incidental to carry out the powers expressly granted to it;

WHEREAS, to enforce timely compliance and prevent abuse of the streamlined electronic filing system, it is necessary to impose a graduated penalty schedule for the late submission of the hard copies to the Commission.

NOW, THEREFORE, the Commission hereby prescribes the following guidelines on the revised processing procedure and revised category based on the nature of transaction under EODB Act, new documentary requirements under the modified eAMEND system and the imposition of graduated penalties for late submission and non-submission of the hard copies of the Amendment Documents.

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I. APPLICATIONS UNDER SIMPLE PROCESSING

Section 1. Amendment Form.

The revised Amendment Form shall be used for all amendment applications filed through the eAMEND Portal under Simple Processing. The revised Amendment Form includes the required vote of the Board of Directors/Trustees and the vote of the stockholders representing the outstanding capital stock/members of the corporation, as well as the Corporate Secretary’s certification of no intra-corporate dispute. Attached as Annex “A”, “A-1”, “A-2”, “B”, “B-1”, “B-2”, “B-3”, “C”, “C-1”, “C-2”, and “C-3” are copies of the revised Amendment Form.

Section 2. Modified Classification of Applications under Simple Processing.

To align with the classification standards under the EODB Act and to promote efficiency and clarity in the processing of amendment applications, the Commission, through the Company Registration and Monitoring Department (“CRMD”), hereby expands the coverage of amendment application eligible for Simple Processing on the eAMEND Portal.

The following amendments may be processed under Simple Processing:

• Prefatory Clause;
• Corporate Name/Business Name;
• Primary Purpose;
• Secondary Purpose;
• Change in the Principal Office Address;
• Terms of Existence;
• Increase or Decrease in the Number of the Board of Directors/Trustees;
• Features of Shares, except if simultaneously filed with an application for increase of capital stock, or reclassification/declassification of shares;
• Provision for the Undertaking to Change Name;
• Fiscal Year for One Person Corporations (OPCs);
• Adoption of Corporate Name in the By-Laws;
• Provision for Transfer of Stock and Rights of Stockholders or Interest (e.g. Right of First Refusal, Pre-Emptive Rights);
• Amendment of a Corporation Sole;
• Provision for Tax Exemption for Non-Stock;
• Date of Annual Meeting of the stockholders/members;
• Fiscal Year;
• Audit of Books and Dividends;
• Seal;
• Subscription, Issuance and Transfer of Shares;
• Suspension, Expulsion and Termination of Membership;
• The Form for Proxies of Stockholders/Members and the Manner of Voting Them;
• The Manner of Election or Appointment, Qualification, Functions, and the Term of Office of All Officers other than Directors/Trustees;
• The Place and Manner of Calling and Conducting Regular Meetings of the Stockholders/Members;
• The Powers, Qualifications, Duties, Term, and Compensation of Directors/Trustees;
• The Required Quorum in Meetings of Stockholders/Members;
• The Time, Place, and Manner of Calling and Conducting Regular or Special Meetings of the Directors/Trustees;
• The Time, Place, and Manner of Calling and Conducting Special Meetings of the Stockholders/Members;

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• Amendments of Amended By-Laws concerning two (2) to four (4) provisions thereof; and
• Other amendments as may be determined by the Commission

Applications processed under Simple Processing shall be classified as Complex Transactions under the EODB Act.

This expanded coverage replaces the previous limited scope of Simple Processing and is intended to reduce procedural burden, improve accessibility, and enhance efficiency, with all approved applications to be issued a digital certificate through the eAMEND portal.

Section 3. Documentary Requirements.

The following shall be submitted through the eAMEND Portal:

1. System-generated/downloaded Cover Sheet for Amendment;
2. System-generated/downloaded, signed and notarized or apostilled/authenticated (if signed and executed outside the Philippines) Amendment Form;
3. Monitoring Clearance from the Compliance and Monitoring Division (CMD) or from other Department/s of the Commission or Affidavit of Undertaking;
4. System-generated/downloaded Affidavit of Undertaking for Post-Evaluation;
5. Name Reservation Slip, if amendment involves change of corporate name; and
6. Certification and/or Favorable Endorsement of the appropriate government agency or other Department/s of the Commission, if applicable.

The Affidavit of Undertaking for Monitoring shall be submitted in lieu of the CRMD Monitoring Clearance.

Section 4. Upfront Payment.

After undergoing the eSECURE process and prior to the submission of the application of the amendment application through the eAMEND Portal, the applicant shall be required to pay an upfront fee equivalent to one hundred percent (100%) of the applicable filing fees. The system shall automatically generate a Payment Assessment Form ("PAF") reflecting the amount due. The applicant must settle the payment within ten (10) calendar days from receipt of the PAF.

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

If the amendment involves a change in the corporate name, the application shall also be referred to a Name Verifier, and the applicant may be required to pay additional fees for name reservation.

Section 5. Purging of Applications.

An application shall automatically be subject to purging in the following instances in the eAMEND system:

1. Failure to complete the filling up of the required details and to upload the documentary requirements in the system within five (5) calendar days from the time of creation of the account;

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2. For applications under Simple Processing, failure to comply with the Commission’s compliance remark/letter within fifteen (15) calendar days from receipt of the system email compliance notification in cases of:
   a. Non-submission; or
   b. Incomplete or non-compliant submission as determined by CRMD.

In any such instance, the corporation may re-apply through the eAMEND Portal.

Section 6. Submission of Hard Copies.

Amendment applications under Simple Processing must submit two (2) sets of hard copies of the system-generated Cover Sheet, signed and notarized/apostilled/authenticated Amendment Form, Monitoring Clearance/Affidavit of Undertaking, system-generated/downloaded Affidavit of Undertaking for Post-Evaluation together with the Amended Articles of Incorporation and/or Amended By-Laws reflecting the approved amended provisions, and proof of payment of filing fees.

Section 7. Deadline for Submission.

The Corporation shall comply with the submission of the Amendment Documents to the Commission within fifteen (15) calendar days from issuance of the digital Certificate of Filing of Amended Articles of Incorporation and/or Amended By-Laws.

Section 8. Compliance Timeline.

During post-evaluation of applications processed through the eAMEND Portal, failure to comply with the Commission’s compliance remark/letter within fifteen (15) calendar days from receipt of the system email compliance notification in cases of:

a. Non-submission of the compliance requirements will be automatically be cancelled by the system;
b. Incomplete or non-compliant submission shall be given another fifteen (15) calendar days to comply based on the system email compliance notification.

Section 9. Release of Hard Copy.

The original hard copy of the Certificate of Filing of Amended Articles of Incorporation and/or Amended By-Laws shall be released only after the conduct of post-evaluation, which is completed in seven (7) working days from the official receipt of the Commission of hard copies of the Amendment Documents.

Section 10. Penalties.

The Commission hereby prescribes the following penalties for failure to submit the Amendment Documents within fifteen (15) calendar days from the issuance of the Digital Certificate:

• Day 1 to Day 15: Period to submit Amendment Documents, with no penalty;
• Day 16 to Day 45: A penalty of PHP5,000.00 shall be imposed;
• Beyond 45 days: Approved amendment applications under Simple Processing shall be subject to cancellation, and the digital Certificate of Filing of Amendment shall be rendered null and void. All corresponding filing fees shall be forfeited in favor of the Commission, without prejudice to the filing of a new application subject to applicable requirements and fees.

Failure to submit the Amendment Documents and non-compliance with whatever directive the Commission may provide after post-evaluation, in order to conform with the existing laws, rules and regulations of the Commission will result in cancellation of the approved amendment applications under Simple Processing. All corresponding filing fees shall be forfeited in favor of the Commission.

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II. APPLICATIONS UNDER REGULAR PROCESSING

Section 11. Re-application.

For applications under Simple Processing, an amendment application purged by the system or cancelled by the Commission may re-apply, subject to applicable requirements and conditions as may be prescribed by the SEC.

Section 12. Modified Classification of Applications under Regular Processing as to the Processing Procedure and the Nature of Transaction under EODB Act.

The Commission, through the CRMD, has modified the classifications of eAMEND applications covered under Regular Processing:

• New By-Laws;
• Amendments of By-Laws concerning five (5) or more provisions;
• Dissolution
  • through shortening of corporate term where the proposed expiration is one (1) year or more than one (1) year, as stipulated under Section 136 of the RCC and MC No. 05, series of 2022 or
  • through shortening of corporate term where the proposed expiration is less than one (1) year, as stipulated under Section 136 of the RCC and MC No. 05, series of 2022;
• Amendment of Articles of Partnership;
• Dissolution of Partnerships;
• Conversion of Stock Corporations to Non-Stock Corporations;
• Conversion of OPC to Ordinary Stock Corporation OSC;
• Conversion of OSC to OPC; and
• Conversion of Corporation Sole to Ordinary Non-Stock Corporation.

Applications under Regular Processing are Highly Technical Transactions under the EODB Act. Note: Partnerships are Complex Transactions but shall undergo Regular Processing.

Section 13. Documentary Requirements.

The applicant shall submit through the eAMEND Portal:

For Corporations:

A. Basic Requirements

1. System-generated/downloaded Cover Sheet for Amendment;
2. Amended Articles of Incorporation and/or Amended By-Laws; New By-Laws;
3. Directors/Trustees’ Certificate;
4. Secretary’s Certificate;
5. Monitoring Clearance from the CMD/Affidavit of Undertaking, or Clearance from other Department/s of the Commission; and
6. Certification and/or Favorable Endorsement of the appropriate government agency or Department/s of the Commission, if applicable.

The Affidavit of Undertaking shall be submitted in lieu of the CRMD Monitoring Clearance.

B. Additional documentary requirements as may be required depending on the type of application.

For Partnerships:

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A. Basic Requirements

1. Cover Sheet; and
2. Signed and notarized or apostilled/authenticated (if signed and executed outside the Philippines) Amended Articles of Partnership.

B. Additional requirements, if applicable

1. Name Verification Slip;
2. Deed of Assignment;
3. Affidavit of Withdrawal;
4. BIR Tax Clearance;
5. Certification and/or Favorable Endorsement of the appropriate government agency or other Department/s of the Commission; and
6. As stated in the SEC Citizen’s Charter.

Section 14. Purging of Applications.

An application shall automatically be subject to purging in the following instances in the eAMEND system:

1. Failure to complete the filling up of the required details and to upload the documentary requirements in the system within five (5) calendar days from the time of creation of the account;
2. For applications under Regular Processing, failure to pay the assessed amendment fees within ten (10) calendar days from the date reflected in the PAF; and
3. Failure to comply with the Commission’s compliance remark/letter within fifteen (15) calendar days from receipt of the system email compliance notification in cases of:
   a. Non-submission; or
   b. Incomplete or non-compliant submission as determined by CRMD.

In any such instance, the corporation may re-apply through the eAMEND Portal.

Section 15. Submission of Hard Copies.

Amendment applications under Regular Processing must submit two (2) sets of hard copies of the Cover Sheet, signed and notarized/apostilled/authenticated Amendment Articles of Incorporation and/or Amended By-Laws, Director’s/Trustees’ Certificate, Secretary’s Certificate, Monitoring Clearance/Affidavit of Undertaking together with the additional documentary requirements required depending on the type of application, and proof of payment of filing fees.

For amendment of Partnerships, submit Cover Sheet, Signed and notarized or apostilled/authenticated (if signed and executed outside the Philippines) Amended Articles of Partnership and such other additional documentary requirements, as may be required depending on the type of application.

Section 16. Deadline for Submission of Amendment Documents.

The Corporation/Partnership shall comply with the submission of the Amendment Documents to the Commission within thirty (30) calendar days from payment of the filing fees.

Section 17. Release of Certificates.

The original hard copy of the Certificate of Filing of Amended Articles of Incorporation and/or Amended By-Laws/Certificate of Recording of the Amended Articles of Partnership shall be released only after the conduct of review, in accordance with the timeline outlined in the SEC Citizen’s Charter.

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Section 18. Cancellation/Abandonment of Application.

Failure to submit the Amendment Documents within thirty (30) calendar days will result in the cancellation/abandonment of the application. All corresponding filing fees shall be forfeited in favor of the Commission.

Non-compliance with whatever directive the Commission may provide after review, in order to conform with the existing laws, rules and regulations of the Commission shall also result in the abandonment of the amendment applications under Regular Processing.

Section 19. Compliance Timeline.

During review of applications processed through the eAMEND Portal, failure to comply with the Commission’s compliance remark/letter within fifteen (15) calendar days from receipt of the system email compliance notification in cases of:

a. Non-submission of the compliance requirements will be automatically abandoned;
b. Incomplete or non-compliant submission shall be given another fifteen (15) calendar days to comply based on the abandonment letter.

III. GENERAL PROVISIONS

Section 20. Affidavit of Undertaking.

Applicants shall execute and submit an Affidavit of Undertaking.

For Simple Processing, this is to ensure compliance with: a.) the submission of original hard copies of the Amendment Documents; b.) compliance with monitoring of reportorial requirements, if applicable; c.) compliance with the post-evaluation requirements of the Commission; and d.) requirement of submission of undertaking to change name, if applicable.

For Regular Processing, this is to ensure compliance with: a.) the submission of original hard copies of the Amendment Documents; and b.) compliance with monitoring of reportorial requirements, if applicable.

The Affidavit shall form part of the mandatory documentary requirements under both Simple and Regular Processing. Attached as Annex “E” is the Affidavit to be used in the eAMEND portal.

Section 21. Consistency of Corporate Name on Record.

To ensure uniformity, accuracy, and avoid processing delays, all applications filed through the eAMEND Portal must reflect a corporate name consistent with the Commission’s official records and the corporation’s duly approved and latest Certificate of Incorporation and Articles of Incorporation. The corporate name in the application must likewise be consistent with that reflected in the Amendment Form, Amended Articles of Incorporation, Amended By-Laws, and any subsequent approved corporate names on record of the Commission to avoid processing delays.

In the event that there exists a discrepancy in the corporate name between the Commission’s official records and the submitted Amendment Documents, the amendment application shall be forwarded to the CFRD for verification and confirmation of the correct corporate name. Such referral shall result in processing delays until the discrepancy is duly resolved.

Section 22. Accuracy of Amendments.

The Amended Articles of Incorporation and/or amended By-Laws must accurately reflect the amended provisions as stated in the system-generated eAMEND Amendment Forms. The amended provisions must be clearly underlined with date of amendment reflected in the Directors’ or Trustees’ Certificate, while the established facts must be retained. The original provisions, along with the latest approved

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amendments, should be incorporated in the latest Amended Articles of Incorporation and/or Amended By-Laws. The Amended Articles of Partnership must accurately reflect the amended provisions.

Section 23. Clearance from SEC Operating Departments.

In the event that the application requires clearance from other SEC operating departments, and the applicant-Corporation failed to submit the same, the CRMD shall refer the matter to the Department concerned through a Memorandum. The concerned Department shall respond or act upon the referral within two (2) working days from receipt.

Failure to provide a response within the prescribed period shall be deemed as clearance granted. The CRMD shall thereafter proceed with the processing and approval of the application accordingly.

Section 24. Post-evaluation/Review Findings.

During post-evaluation or review, the hard copies of the Amendment Documents will be compared against the uploaded Amendment Documents in the eAMEND Portal. If the submitted hard copies are found to be incomplete, inconsistent, or different from the approved or uploaded documents in the eAMEND system, or is not compliant with the laws, rules, and regulation, a notice for compliance will be sent to the email provided by the applicant, and the certificate will not be released. The applicant has to comply within fifteen (15) calendar days from the receipt of the said notice.

Section 25. Motion for Reconsideration.

The Commission may, for valid and justifiable reasons, permit the filing of a Motion for Reconsideration of an application that has been cancelled or deemed abandoned, in accordance with existing rules and regulations, provided that the prescribed penalties have been duly paid and subject to the payment of applicable fees.

Section 26. Issuance of Payment Assessment Form with Penalties.

The Commission may, for justifiable reasons, issue a PAF even after the lapse of its original validity period of ten (10) calendar days, for such period as the Commission may deem reasonable.

Section 27. Cancellation/Abandonment of Applications.

The Commission may, motu proprio, cancel an application for:

a. Non-submission of two (2) original sets of required documents within forty-five (45) calendar days from the relevant reckoning date for Simple Processing and thirty (30) calendar days for applications under Regular Processing; or
b. Non-compliance with any lawful SEC order regarding incomplete documentary requirements or inconsistent entries, fifteen (15) calendar days for applications under Simple Processing and Regular Processing.

Section 28. Effect of Cancellation/Abandonment of Applications.

Cancellation/Abandonment of Applications shall render the certificate null and void, and all corresponding filing fees shall be forfeited in favor of the Commission.

Section 29. Exclusion.

The following amendment applications shall be excluded from the coverage of this Memorandum Circular:

a. For increase or decrease of capital stock, reclassification or declassification of shares, conversion of shares, and change in par value;
b. For foreign corporations: amendment of license, conversion of license, change of resident agent and withdrawal of license;

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c. Conversion of domestic market enterprise to export market enterprise and vice versa; and
d. Conversion of Representative Office to Branch Office or vice versa.

All amendment applications for foreign corporations shall be submitted via email to crmd_amend_foreign@sec.gov.ph until a system enhancement that can accommodate said applications is in place.

REPEALING CLAUSE. All issuances or parts thereof which are inconsistent with the provisions of this Circular are hereby repealed or modified accordingly.

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

Done this 12 January 2026 in Makati City, Philippines.

For the Commission:

FRANCISCO ED. LIM
Chairperson

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ANNEX "A" – STOCK CORPORATION

COMPANY REGISTRATION AND MONITORING DEPARTMENT

AMENDMENT FORM (Articles of Incorporation)

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

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<br>(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<br>(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]

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DIRECTORS’ CERTIFICATE

We, the undersigned majority of the Board of Directors 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 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

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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

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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.

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ANNEX "A-1" – NON-STOCK CORPORATION

COMPANY REGISTRATION AND MONITORING DEPARTMENT

AMENDMENT FORM (Articles of Incorporation)

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

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<br>(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<br>(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 the membership at a meeting held on __________ (insert date or dates, as applicable) __________ at the principal office of the corporation and/or via remote

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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:

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.

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ANNEX "A-2" – ONE PERSON CORPORATION

COMPANY REGISTRATION AND MONITORING DEPARTMENT

AMENDMENT FORM (Articles of Incorporation)

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

Provision for Amendment on Articles of Incorporation:

Date of Approval by the Sole Stockholder: [date]
From<br>(based from the latest SEC approved Articles of Incorporation (amendments, if any))
[if there are multiple amended provisions]

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

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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.

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TIN:
Single Stockholder
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.

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ANNEX "B" – STOCK CORPORATION

COMPANY REGISTRATION AND MONITORING DEPARTMENT

AMENDMENT FORM for By-Laws

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

Provision/s for Amendment on By-Laws:

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

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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

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

TIN:
Director
TIN:
Corporate Secretary

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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 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.

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

Provision/s for Amendment on By-Laws:

Date of Approval by the Board of Directors: [date]
From<br>(based from the latest SEC approved By-Laws (amendments, if any))
[if there are multiple amended provisions]

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