Law Summary
2006 Directive on Specific Address Requirements
- On February 16, 2006, the SEC required that Articles of Incorporation or Partnership state the specific principal office address.
- This address must include, if feasible, street number, street name, barangay, city or municipality.
- Using "Metro Manila" alone was no longer permitted as a principal office address.
2014 Amended Filing Requirement for Existing Entities
- SEC Memorandum Circular No. 6, series of 2014 required existing corporations and partnerships with general addresses to file amended articles to specify complete addresses.
- Deadline for compliance was December 31, 2014.
- Complete address must include street number, street name, barangay, city or municipality, and, if applicable, building name, number, and unit number.
Guidelines for Address Changes Within the Same City/Municipality
- If a corporation’s existing principal office address is already specific and complete:
- Moving within the same city/municipality does not require filing amended articles.
- The new address must be declared in the General Information Sheet (GIS) within 15 days of transfer or circular effectivity.
- "Metro Manila" is not considered a city or municipality for this purpose.
- Corporations may still choose to file amended articles to reflect the new address.
- Failure to update GIS on time constitutes a violation of Section 16 of the Corporation Code and may incur penalties.
Address Changes to Another City or Municipality
- Corporations must file amended articles of incorporation to reflect a move to a different city or municipality.
Rules for Partnerships in Address Changes
- Partnerships have no obligation to file GIS.
- Must file amended articles of partnership every time they transfer location regardless of whether the move is within the same or to another city or municipality.
Legal Notice and Service of Process
- Corporations and partnerships are deemed properly notified when the SEC sends communications to the address in their articles of incorporation or partnership and/or GIS.
Repeal and Modifications
- All previous circulars, rules, or opinions inconsistent with this memorandum circular are repealed or modified accordingly.
Effectivity
- This circular takes effect on January 1, 2015, following publication in a newspaper of general circulation.