Amendment of Principal Office Address Rules

The SEC Memorandum Circular is grounded on the SEC’s power to promulgate rules for registration and monitoring of corporations and partnerships.
SEC Memorandum Circular No. 3, series of 2006 previously directed registrant corporations and partnerships to state the specific address of their principal office, including, if feasible, the street number, street name, barangay, and city or municipality.
SEC Memorandum Circular No. 3, series of 2006 previously prohibited using “aMetro Manilaa” as a principal office address.
After SEC Memorandum Circular No. 3, series of 2006, existing corporations and partnerships that stated only “aMetro Manilaa” or only a city, town, or municipality were not required to amend solely to achieve full address disclosure.

The Commission requires affected entities to comply with the full disclosure requirements on principal office addresses under applicable laws, rules, and regulations.
The Circular focuses on ensuring principal office addresses show complete location details rather than only general locality references.

Existing corporations and partnerships whose articles of incorporation or articles of partnership indicate only a general principal office address that refers only to a city, town or municipality, or “aMetro Manilaa”, must comply (Section 1).
Affected entities must amend their articles to specify their complete principal office address.
The complete address must include, if feasible, the street number, street name, barangay, city or municipality (Section 1).
If applicable, the complete address must include the name of the building, the number of the building, and the name or number of the room or unit (Section 1).

Affected corporations and partnerships must file amended articles of incorporation or amended articles of partnership to specify their complete principal office address (Section 1).
For filing purposes, affected entities may file with the Company Registration and Monitoring Department of the Commission (Section 2).
Alternatively, affected entities may file with any Extension Offices located in Baguio, Cagayan de Oro, Cebu, Davao, Iloilo, Legazpi, Tarlac, and Zamboanga (Section 2).

Affected corporations and partnerships are given until 31 December 2014 to effect a change in their principal office address (Section 2).
If an affected corporation or partnership has an application for amendment of its articles covering other provisions in addition to the principal office address, it must execute an affidavit of undertaking to effect a change in its specific address within the time frame allowed under the rules (Section 3).

If an affected corporation or partnership fails to effect a specific change in its principal office address within the deadline set, it shall not be penalized for non-compliance (Section 4).
Even without penalizing the failure, the Commission may impose sanctions of deferment of applications such as amendments, certifications, and clearances, and the like (Section 4).

The Circular repeals or modifies inconsistent circulars, rules, orders, issuances, or parts thereof (Section 5).
The Circular takes effect immediately after its publication in a newspaper of general circulation (Section 6).