Rules on Principal Office Addresses

The Circular implements and refines SEC rules on the principal office address that corporations and partnerships must reflect in registration and filings.
The SEC had previously allowed registrants to indicate only the city, town, or municipality as principal office address.
The SEC previously also treated “Metro Manila” as a principal office address.
On 16 February 2006, the SEC issued SEC Memorandum Circular No. 3, Series of 2006 requiring a specific address in the Articles of Incorporation or Articles of Partnership (including street number, street name, barangay, and city or municipality, if feasible).
On 20 February 2014, the SEC issued SEC Memorandum Circular No. 6, Series of 2014, requiring existing corporations and partnerships with general principal office addresses (including “Metro Manila”) to amend their Articles by a deadline of 31 December 2014 to specify complete addresses.

A corporation’s principal office address must be treated as a specific and complete address rather than a general location.
When feasible, a compliant address includes the street number, street name, barangay, and city or municipality.
The address requirement in SEC Memorandum Circular No. 3, Series of 2006 extends to include, if applicable, details such as the name of the building, number of the building, and name or number of the room or unit.

If a corporation’s principal office address in its Articles is already specific and complete or fully compliant, the corporation is not required to file an amended Articles of Incorporation when it moves within the same city or municipality.
For same-city or municipality transfers, the corporation must declare its new or current specific address in its General Information Sheet (GIS).
The GIS declaration must be submitted within fifteen (15) days from transfer to the new location or from the effectivity of this Circular (whichever applies).
“Metro Manila” is not considered a city or municipality for this purpose.
A corporation is not prevented from filing an amended Articles of Incorporation to indicate its new location within the same city or municipality.

Failure of the corporation to file the GIS within the prescribed period constitutes a violation of Section 16 of the Corporation Code.
Such failure subjects the corporation to a penalty imposed in accordance with the existing scale of fines.

For all other cases involving a corporation moving its principal office to another city or municipality, the corporation must file an amended articles of incorporation.
The amended Articles must indicate the corporation’s new location in the other city or municipality.

Partnerships are required to file an amended articles of partnership every time they transfer to a new location within the same or another city or municipality.
Partnerships are not required to file a GIS, and the relocation rule applies through mandatory amended Articles filing upon each transfer.

Corporations and partnerships are deemed to have been duly notified or validly served when the SEC sends communications to the address indicated in:
- the articles of incorporation or partnership, and/or
- the General Information Sheet (GIS), as the case may be.
Communications include the SEC’s sending of subpoena, summons, notice, show cause letter, and other communications to those addresses.

All other SEC circulars, rules, orders, issuances, opinions, or parts thereof that are inconsistent with SEC Memorandum Circular No. 16, Series of 2014 are repealed or modified accordingly.