Amendments to SEC naming guidelines
- The circular amends SEC Memorandum Circular No. 21, Series of 2013 (Omnibus Guidelines and Procedures on the Use of Corporate and Partnership Names) by revising the operative paragraph numbered “15.”
- The revised paragraph is stated to supersede Memorandum Circular No. 17, Series of 2013, with the pertinent amendments.
- The amended rule applies through the substituted language of paragraph 15 in the Omnibus Guidelines.
Policy on corporate name reuse
- The SEC enforces a restriction that the name of a dissolved corporation or one with a revoked certificate of registration shall not be reused by another corporation within the specified periods, except as allowed under the amended rule.
- The SEC allows exceptions only in meritorious cases determined by the SEC En Banc.
- The SEC requires specific conditions and documentary support for any re-registration using a previously used corporate name.
Rule on restricted use of names
- Paragraph 15 provides that the name of a corporation or partnership that has been dissolved or whose registration has been revoked shall not be used by another corporation except in meritorious cases as determined by the Commission En Banc.
- The rule limits reuse to corporate applicants that are expired corporations when applying for re-registration using the same corporate name.
- The SEC does not process a re-registration application for an expired corporation using the same corporate name unless documentary requirements are met.
Who may apply and when
- An expired corporation may apply for re-registration using the same corporate name.
- The SEC processes no application for re-registration unless the application is accompanied by the required documents listed under the amended paragraph 15.
- The approval process includes issuance of a new SEC registration certificate showing a new registration number and a pre-generated Tax Identification Number (TIN).
Documentary requirements for re-registration
- For re-registration using the same corporate name, the application must include a Board Resolution executed and signed under oath by the hold-over board of directors/trustees of the expired corporation.
- The Board Resolution must attest that:
- The applicant for re-registration is a new corporation intending to use the name of the expired corporation, specifically identifying the corporate name and registration number.
- Re-registration is approved by the majority vote of the directors or trustees and the vote of the stockholders representing the majority of the outstanding capital stock or membership.
- The applicants will include a statement in the articles of incorporation that the new corporation is using the name of the expired corporation.
- The application must also include the Latest General Information Sheet of the expired corporation, stamped received by the SEC.
- The application must also include an Affidavit executed under oath by the hold-over corporate secretary attesting that:
- There are no properties owned by the expired corporation due for liquidation, or if there are properties owned by the expired corporation, no property is transferred to the new corporation, and in the case of stock corporations, no property is used for subscription payment without undergoing the corporate liquidation process.
- There is no pending intra-corporate dispute or claim involving the expired corporation.
- The expired corporation has no derogatory information with the SEC at the time of its application for re-registration.
Effect of approval and identity confirmation
- Upon approval of re-registration, the SEC issues a certificate of registration to the new corporation.
- The certificate of registration issued upon approval must indicate:
- The new corporation’s new SEC registration number.
- A pre-generated Tax Identification Number (TIN).
- The certificate of registration serves as confirmation that the re-registered corporation is a separate and distinct entity from the expired corporation.
Transitional and effectiveness rule
- The circular states that the amendment effectively supersedes Memorandum Circular No. 17, Series of 2013 through the revised operative provisions.
- The amendment takes effect immediately.
- The SEC circular is dated June 2, 2015 and is signed by Teresita J. Herbosa, Chairperson, with signature SGD.
- The revised language replaces the operative paragraph 15 in SEC Memorandum Circular No. 21, Series of 2013, and becomes the governing rule for the specified re-registration scenario.