A.

FOR CORPORATIONS

I. AMENDED ARTICLES OF INCORPORATION (for stock and non-stock domestic

corporations )
BASIC REQUIREMENTS [hide]
1. Amended Articles of Incorporation; and
2. Directors' or Trustees' Certificate - a notarized document signed by
a majority of the directors or trustees and the corporate secretary,
certifying (i) the amendment of the Articles of Incorporation and
indicating the amended provisions, (ii) the vote of the directors or
trustees and stockholders or members, (iii) the date and place of
the stockholders' or members' meeting; and (iv) the tax
identification number of the signatories which shall be placed
below their names.
3. Monitoring Clearance issued by the Compliance Monitoring
Division (CMD).
NOTE:
o

For financing and lending companies, issuers of proprietary

or non-propriety membership (i.e. golf clubs) and
foundations, monitoring clearance shall be issued by the
Investor Protection and Surveillance Department (IPSD).
o For listed and public companies, monitoring clearance is
issued by the Corporation Finance Department (CFD).
o For capital market participants such as brokers, dealers and
investment houses, monitoring is with the Market
Regulation Department (MRD).
4. Secretary's Certificate - notarized document signed by the
corporate secretary certifying that no action or proceeding has been
filed or is pending before any Court or tribunal involving an intracorporate dispute or claim by any person or group against the
directors, officers or stockholders of the Corporation.
ADDITIONAL REQUIREMENTS [hide]
1. Endorsement/clearance from other government agencies, if
applicable
if the provision to be amended is the corporate name, submit the
following
a. Name Verification Slip
b. Affidavit of a director, trustees or officer undertaking to
change corporate name, as provided in its Articles of
Incorporation or as amended thereafter, immediately upon

receipt of notice or directive from the Securities and

Exchange Commission that another corporation,
partnership, or person has acquired a prior right to the use
of that name or that name has been declared misleading,
deceptive, confusingly similar to a registered name, or
contrary to public morals, good customs or public policy.
(not required if the Articles of Incorporation has provisions
on this commitment)..
II. AMENDED BY-LAWS (for stock and non-stock domestic corporations) [hide]
1. Amended By-laws; and
2. Directors or Trustees Certificate a notarized document
signed by a majority of the directors or trustees and the corporate
secretary, certifying to (i) the amendment of the By-laws,
indicating the amended provisions, (ii) the vote of the directors or
trustees and stockholders or members, (iii) the date and place of
the stockholders or members meeting, and (iv) the tax
identification number of the signatories which shall be placed
below their names.
3. Monitoring Clearance issued by the Compliance Monitoring
Division (CMD).
NOTE:
o

For financing and lending companies, issuers of proprietary

or non-propriety membership (i.e. golf clubs) and
foundations, monitoring clearance shall be issued by the
Investor Protection and Surveillance Department (IPSD).
o For listed and public companies, monitoring clearance is
issued by the Corporation Finance Department (CFD).
o For capital market participants such as brokers, dealers and
investment houses, monitoring is with the Market
Regulation Department (MRD).
4. Secretary's Certificate - notarized document signed by the
corporate secretary certifying that no action or proceeding has been
filed or is pending before any Court or tribunal involving an intracorporate dispute or claim by any person or group against the
directors, officers or stockholders of the Corporation.
III. INCREASE OF AUTHORIZED CAPITAL STOCK

BASIC REQUIREMENTS [hide]

1. Certificate of Increase of Capital Stock;

2. Treasurers Affidavit certifying the increase of capital

stock, the amount subscribed and the amount received as
payment;
3. List of stockholders as of the date of the meeting approving
the increase, indicating the nationalities of the subscribers
and their respective subscribed and paid-up capital on the
existing authorized capital stock, as certified by the
corporate secretary;
4. Amended Articles of Incorporation;
5. Notarized directors certificate certifying (a) the
amendment of the Articles of Incorporation increasing the
authorized capital stock, (b) the votes of the directors and
the stockholders, and (c) the date and place of the
stockholders meeting, which shall be signed by a
majority of the directors and the corporate secretary; and
6. Endorsement/clearance from other government agencies or
other SEC Departments, if applicable; and
7. Secretary's Certificate - notarized document signed by the
corporate secretary certifying that no action or proceeding
has been filed or is pending before any Court or tribunal
involving an intra-corporate dispute or claim by any person
or group against the directors, officers or stockholders of
the Corporation.
ADDITIONAL REQUIREMENTS

a. Cash [hide]
I.

For listed companies, public companies defined in the

Securities Regulation Code, Companies that offer or sell
securities to the public; and where the payment to the
subscription to the increase is more than ten (10) million
pesos.
1.
Audited financial statements as of the preceding
fiscal year, stamped received by the SEC and the
BIR.
2.
A report by an independent CPA on the verification
of the cash payment on subscription to the increase
in accordance with the Guidelines on On-site
Verification provided for in SEC Memorandum
Circular No. 6, series of 2008 (need not be
submitted if payment on subscription is already
reflected in the audited financial statements, and the
additional capital infusion is reflected in the cash
flow statement);

3.

II.

Copy of the official receipt, deposit slip, or bank

statement or passbook, and for foreign Equity,
Certificate of Inward Remittance;
4.
Trial Balance as of end of the month immediately
preceding the submission of the requirement, which
shall include the additional capital infusion, as
certified by the company accountant; and
5.
In case of Rural Banks:
6.
Secretary's Certificate - notarized document signed
by the corporate secretary certifying that all the
non-subscribing stockholders waived their
respective pre-emptive rights.
a.
Notarized bank certification to be signed by
majority of the bank's board of directors in
accordance with the form required by BSP.
b.
List of stockholders of record with their
respective subscribed and paid-up before
and after the increase and list of subscribers
to the increase with their respective
subscription and payment as presented to
and approved by the BSP.
For cases not covered by i above:
1.
2.

Subscription Contract; and

Secretary's Certificate - notarized document signed
by the corporate secretary certifying that all the
non-subscribing stockholders waived their
respective pre-emptive rights.

b. Conversion of advances/liabilities to equity [hide]

1. Audited financial statements as of the preceding fiscal year,
stamped received by the SEC and the BIR.
2. A report by an independent CPA on the verification of the
advances to be converted to equity in accordance with the
Guidelines on On-site Verification as provided for in SEC
Memorandum Circular No. 6, series of 2008;
3. Trial balance as of the end of the month immediately
preceding the submission of the requirements, which shall
include the subject advances or liabilities, as certified by
the company accountant; and:
4. Deed of Assignment signed by the creditor or subscriber
assigning the advances as payment for his subscription.

Note: If the advances are reflected in the audited financial statements (item 1 above), submit a
certification from the auditor identifying the creditors and the amount owed to each, in lieu of
item 2.
c. Stock dividends [hide]
1. List of stockholders entitled to the stock dividend with their
respective outstanding shares and the allocation of the stock
dividends, as certified by the corporate secretary; and
2. Certification by the corporate secretary on the treatment of
the resulting fractional shares, if any.
3. Reconciliation of retained earnings available for dividend
declaration, certified by an independent auditor as provided
for in SEC Memorandum Circular No. 11, series of 2008.
4. Audited financial statements as of the preceding fiscal year,
stamped receive by the SEC and the BIR.
5. Audited financial statements used as the basis for such
dividend declaration (if the basis is other than item no. 4).
6. Projected financial statements for the remaining period (if
the basis is item no. 3).
7. Undertaking under oath by the President or Treasurer to
replace any deficiency by other form of payment allowable
by SEC, in the event the Retained earnings as of the end of
the fiscal year is not sufficient to cover the stock dividend
under consideration.
D. For other forms of property as payment, submit the additional requirements
registration of stock corporation

enumerated for