QuestionsQuestions (SEC MEMORANDUM CIRCULAR NO. 16, S. 2014)
To prescribe guidelines on how corporations and partnerships should indicate their principal office addresses—specifically requiring specific and complete addresses and setting rules on when amended articles and/or General Information Sheets (GIS) must be filed after relocation.
It allowed registrant corporations and partnerships to indicate in their principal office address only the name of the city, town, or municipality where they conduct business, and it treated “Metro Manila” as a principal office address.
It required registrant corporations and partnerships to state the specific address of the principal office, including—if feasible—the street number, street name, barangay, and city or municipality; and it prohibited “Metro Manila” as the principal office address.
No. If the corporation’s principal office address in its articles is already specific and complete, it is not required to file an amended articles when moving within the same city/municipality.
It must declare its new/current specific address in its General Information Sheet (GIS) within fifteen (15) days from the transfer or from the effectivity of the Circular.
No. It expressly states that “Metro Manila” shall not be considered a city or municipality for this purpose.
It constitutes a violation of Section 16 of the Corporation Code and subjects the corporation to penalties according to the existing scale of fines.
Yes. The Circular states it is not precluded from filing an amended articles to indicate its new location within the same city/municipality.
It must file an amended articles of incorporation to indicate its new location in the other city or municipality.
It states that, considering that a partnership has no obligation to file a GIS, it must file an amended articles of partnership every time it transfers to a new location within the same or another city/municipality.
Every time it transfers to a new location—whether within the same city/municipality or in another city/municipality.
Corporations and partnerships are deemed duly notified or validly served where SEC sends subpoenas, summons, notices, show cause letters, and other communications to the address indicated in the articles of incorporation/partnership and/or GIS (as applicable).
The Circular takes effect on 01 January 2015 after its publication in a newspaper of general circulation.
It refers to a violation of Section 16 of the Corporation Code and states that penalties follow the existing scale of fines.
The Circular’s guideline on moving within the same city/municipality without amendment applies only if the articles address is already specific and complete; otherwise, the corporation must generally amend to comply (and if moving to another city/municipality, amended articles are required).