SEC issues guidelines on authentication of Articles of Incorporation in applications for registration of new domestic corporations.

The Securities and Exchange Commission issued SEC Memorandum Circular No. 16 Series of 2020 dated April 29, 2020 providing for guidelines on authentication of articles of incorporation in applications for registration of new domestic corporations.

This SEC circular removed the requirement that Articles of Incorporation executed by the incorporators for submission to the SEC must be notarized. Under the new rules, the notarization is substituted by execution of the SEC prescribed format of Certificate of Authentication. However, for Articles of Incorporation executed abroad, it is required to be authenticated by Apostille or consularization.

What are the rules under the memo circular:

1. The Commission will accept for registration Articles of Incorporation that are accompanied by a Certificate of Authentication signed by all incorporators in the form prescribed by the Commission.

Through the mode of authentication provided under this rule, both the Articles of Incorporation and Certificate of Authentication need not be notarized nor consularized.

2. Notwithstanding the provisions above, the incorporators, if they so choose, may acknowledge the Articles of Incorporation before a notary public in accordance with the applicable laws and rules, and the same will likewise be accepted by the Commission.

3. For authentication of Articles of Incorporation executed outside the Philippines, it may be: (1) apostilled in accordance with the 1961 Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, otherwise known as the “Apostille Convention” or (2) notarized or authenticated by a Philippine diplomatic or consular, as the case may be.

4. For registration of Foreign Investments, the application for registration of a new domestic corporation with more than forty percent (40%) foreign equity shall be accompanied by an application for registration of investments of non-Philippine national using SEC Form F-100, if applicable. The SEC Form F-100 must be authenticated in accordance with provision above if executed outside the Philippines. Otherwise, no further authentication of said form is required.

SEC Prescribed Certificate of Authentication:

I/We, [NAME/s OF INCORPORATOR/s], [NATIONALITY], of legal age, and with office address at [BUSINESS ADDRESS], hereby certify that:

1. I/We am/are the incorporator/s and the duly appointed representative/s of [NAME OF BUSINESS], which is currently in the process of securing business registration;

2. I/We have read and understood the registration system’s terms of use and privacy policy;

3. In pursuance of the application for corporate registration of [NAME OF BUSINESS], and after verification with all of the incorporator/s, the complete, true, and correct information has been ascertained and personally encoded by an authorized representative of the corporation through the registration system;

4. The fully-accomplished physical copies of the incorporation documents submitted in support of the application for registration have been reviewed by all incorporator/s and I/we confirm that the information indicated therein is complete, true, and correct, and that the same accurately reflects and matches the data already provided through the registration system;

5. The documents submitted will be subjected to a post-registration evaluation to determine compliance with the applicable laws, rules, and regulations;

6. Any defect in the Articles of Incorporation and/or Bylaws, as well as other incorporation document/s, shall constitute a valid ground for the revocation of the registration and cancellation of the certificate thus issued; Provided, however, that if the defect may be cured by a Petition for Correction, or an application for amendment, of the Articles of Incorporation and/or Bylaws, [NAME OF BUSINESS] will file the necessary remedial measure within ninety (90) days from receipt of notice of the defect;

7. Notice/s of proceedings relating to the registration of this company may be sent to the incorporators electronically through the following e-mail address : [COMPANY E-MAIL ADDRESS];

8. I/We am/are fully aware that the formation of a corporation through fraud, as well as assisting directly or indirectly thereto, is punishable under Section 164 of the Revised Corporation Code, and that the willful certification of a report required under the Revised Corporation Code, knowing that the same contains incomplete, inaccurate, false, or misleading information or statements, is likewise punishable under Section 162 of the Revised Corporation Code; and

9. All of the incorporator/s whose name/s appear/s below executed the attached Articles of Incorporation, and other incorporation documents of [NAME OF BUSINESS] and that the same are my/our free and voluntary act and deed.


[SIGNATURE]
[NAME OF INCORPORATOR]
[TIN] or [PASSPORT NO., if foreign]

[DATE OF SIGNING]

[SIGNATURE]
[NAME OF INCORPORATOR]
[TIN] or [PASSPORT NO., if foreign]

[DATE OF SIGNING]

©2020 Ariñas Law Office | info@arinaslaw.com | 02-8395-9745

4th Floor, G & A Building, 2303 Chino Roces Ave. Ext., Makati City