According to SEC Memorandum Order No.

22-2014, and Section 7 of the circular, as for the

Guidelines for the Use of Notification Update Form For Foreign Companies, a duly signed under
oath “Notification Update Form” by the President or Resident Agent of the affected foreign
corporation must be submitted within the 30-day period from the principal office address
amendment date. In order to somehow disburden the affected corporations and partnerships
who are amending their Articles whenever they transfer or move to a new location, here are the
following conditions:

SEC Memorandum Circular no. 6-2016

The SEC released its Memorandum Circular (MC) No. 6 entitled as “Omnibus Guidelines on
Principal Office Address; Address of each Incorporator, Director, Trustee or Partner” which has
been effective since June 9, 2016.

MC No. 6 talks about SEC which is mandated by the laws of Securities Regulations Code,
Corporation Code of the Philippines, Presidential Decree No. 902-A,and other pertinent laws, has
to disseminate the rules and regulations regarding the registration and monitoring of
corporations, stock and non-stock, and partnerships. In line with the circulars, all concerned
corporations and partnerships are directed by the Commission to adhere on the following
guidelines, which is relative to their indication of principal office address, and also the addresses
of incorporators, directors, trustees or partner. As it is stated:

1. As it is imperative that all the existing corporations and partnerships must be in

compliance with the full disclosure of the requirements of all applicable laws, rules and
regulations.
o According to the Section 14 of the Corporation Code of the Philippines, and the
Section 1 of this circular, all the corporations and partnerships who are applying
for registration, must indicate in their respective Articles of Incorporation or
Articles of Partnership, the exact location of the principal office’s corporation, and
that it must be located within the Philippines. If possible, they will be asked to
indicate the street name, barangay, city or municipality, building name, building
number, room name or number of the unit.
o According to the Section 125 of the Corporation Code of the Philippines, and
Section 1 of the circular: concerning the foreign companies who are currently
applying for their licenses so they can legally transact business in the country, all
they need to indicate during their application – the exact addresses of the
principal office, present directors, officers, resident agent, each stockholder,
trustee, and the place of operations in the Philippines.
o In relation to Section 3 of the circular, the corporations and partnerships shall be
assumed to have been informed, when they receive the subpoenas, summons,
notices, show cause letters and other communications sent by the Commission,
provided that they wrote the correct address in their Articles of of Incorporation,
Articles of Partnership and/or General Information Sheet (GIS).
o In accordance with the Memorandum Circular No. 9-2015 Final Extension for
Amendment of the Principal Office Address, and the Section 4 of this circular,
stating that all the other existing corporations and partnerships must be able to
file their Amended Articles of Incorporation and/or Amended Articles of
Partnership with the complete and specific principal address, this is until
December 31, 2015. Supposing an affected corporation or partnership wants to
amends its Articles of Incorporation or Articles of Partnership on the other
provisions, they shall be required to include in their proposal the change in their
 principal office address. According to SEC Memorandum Order No. 22-2014, and
Section 7 of the circular, as for the Guidelines for the Use of Notification Update
Form For Foreign Companies, a duly signed under oath “Notification Update
Form” by the President or Resident Agent of the affected foreign corporation
must be submitted within the 30-day period from the principal office address
amendment date. In order to somehow disburden the affected corporations and
partnerships who are amending their Articles whenever they transfer or move to
a new location, here are the following conditions:
1. If the corporation has already complied with the Articles requirements,
and has to move, or already moved to another location which is within
the same city or municipality, then it is not required to file another
amendment of the Articles. However, it is advised to state its new or
current specific address in its GIS. Note that “Metro Manila” shall not be
considered a city or municipality for this purpose.
2. Notwithstanding the aforementioned provision, corporations and
partnerships who moved to a new location within the same city or
municipality, must still file an Amended Articles of Incorporation to write
its former address.
3. On the other hand, corporations who moved to another city/municipality
have to submit its amended Articles of Incorporation within 15 days from
the transfer date.
4. When the corporation fails to file the Articles of Incorporation for change
in address to another city or municipality within its prescribed period
shall be sanctioned and fined.
5. As for corporations with secondary license issues from the Commission,
they have to file an Amendment for Change in Principal Office Address
and Branch Office Address. This is to reflect its new location and
Certificate of Authority issuance.
6. As for partnerships, since they are not obligated to file a GIS, they are
still required to file an Amended Article of Partnerships every time it
transfers whether within the same location or in an another city or
municipality.

These are the circulars concerning the principal office address, which the Commission issued: (a)
SEC Circular No. 3-2006, (b) Memorandum Circular No. 6-2014, (c) Memorandum Circular No.
16-2014, (d) Memorandum Circular No. 1-2015, and (e) Memorandum Circular No. 9-2015.

Sources:

 http://www.sec.gov.ph/wp-content/uploads/2016/06/2016_memo_circular_no.06.pdf