The Securities and Exchange Commission (SEC) is planning to allow corporations to file certain amendment applications without submitting physical documents, as part of efforts to streamline regulatory processes and support digitalization.
In a draft memorandum circular released for public comment on March 31, the SEC outlined guidelines that would permit paperless filing for select amendment applications through its Electronic Application for Modification of Entity Data (eAMEND) portal.
The proposed rule will supplement existing policies governing the eAMEND system, including SEC Memorandum Circular No. 3, Series of 2024 and SEC Memorandum Circular No. 3, Series of 2026.
Under the draft guidelines, paperless filing will be offered as an optional processing lane. Corporations may still choose the Simple or Regular processing lanes, which require submission of hard copies of amendment documents.
The paperless option will cover amendments to both the Articles of Incorporation and By-Laws. For Articles of Incorporation, covered changes include the prefatory clause, principal office address, term of existence, the number of directors or trustees, and the fiscal year for one-person corporations. For By-Laws, amendments involving the date of annual meetings and fiscal year will be allowed.
To use the paperless filing option, both the authorized representative and corporate secretary must create an account in the Electronic SEC Universal Registration Environment (eSECURE) and undergo credentialing to verify their identities.
The SEC said scanned copies of signed and notarized amendment documents submitted through the portal will be treated as valid submissions with the same legal effect as hard copies, subject to verification by the commission.
After verification, the SEC may conduct random post-evaluations of approved amendment applications and may require corporations to present the original signed and notarized documents.
Failure to comply within 15 calendar days could result in a P20,000 penalty or the revocation of the amendment application.
The draft guidelines also require a separate Secretary’s Certificate with Undertaking signed and notarized by the corporate secretary. The document must confirm that the amendment documents were personally signed by the required directors or trustees and that the uploaded files are faithful scanned copies of the originals.
Violations such as misrepresentation, submission of falsified documents, or failure to comply with undertakings may lead to revocation of approved amendments, disqualification from using the paperless filing system, and possible administrative, civil, or criminal action against company officers.
The SEC is accepting public comments on the draft memorandum circular until April 15.
