Philippines: SEC Updates Guidelines on Amendment Applications Filed Through eAMEND Portal

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→SEC Updates Guidelines on Amendment Applications Filed Through eAMEND Portal

SEC Updates Guidelines on Amendment Applications Filed Through eAMEND Portal

April, 2026
One Asia Lawyers Philippines Team
Yasuaki Nanba (Japanese Lawyer)
Camille Himala (Attorney in the Philippines)

On 12 January 2026, the Securities and Exchange Commission (SEC) issued Memorandum Circular (MC) No. 3-2026, which updated the guidelines on the classification, processing, and submission of amendment applications filed through its eAMEND Portal. The Guidelines likewise impose penalties for non-submission of amendment documents in accordance with the latest procedures.

Simple Processing

MC No. 3-2026 expands the coverage of amendment applications eligible for Simple Processing on the eAMEND Portal. Whereas previously, simple processing covered only a few specific amendments to Articles of Incorporation (AOI) and By-Laws, the current guidelines have included, among others, amendments to corporate name, primary or secondary purpose, increase in the number of board of directors/trustees, and amendments of By-laws concerning up to four (4) provisions thereof.

Prior to submission of the amendment application through the eAMEND Portal, the system shall automatically generate a Payment Assessment Form (PAF) and the applicant shall be required to pay an upfront fee equivalent to 100% of the applicable filing fees within ten (10) days from receipt of the PAF. Upon confirmation of payment, the application shall be assigned to a processor for review. Previously, documentary requirements were first required to be submitted before the PAF was issued, and the applicant corporation had forty-five (45) days within which to pay the same.

Applicants are required to submit to the Commission two (2) sets of hard copies of the amendment documents within fifteen (15) calendar days from issuance of the digital Certificate of Filing of Amended AOI and/or By-laws, as opposed to the 30-day period under the previous Guidelines. Failure to submit within the shortened period incurs graduated penalties, from payment of a Php5,000 penalty, up to cancellation of the approved application and forfeiture of filing fees, without prejudice to the filing of a new application and payment of fees anew.

The original hard copy of the Certificate of Filing shall be released only after conduct of post-evaluation, which is completed in seven (7) working days from receipt by the Commission of the hard copies of the amendment documents.

Regular Processing

Regular processing includes dissolution of corporations and partnerships, amendments of Articles of Partnership, amendments of By-laws concerning five (5) or more provisions, and conversion of corporations from one type to another.

The applicant shall submit the documentary requirements through the eAMEND Portal. The assessed fees must then be paid within 10 days from the date of the PAF, otherwise the application shall be automatically subject to purging from the eAMEND system. Under the new rules, hard copies of the amendment documents shall then be submitted to the Commission within thirty (30) calendar days from payment of the filing fees. Otherwise, the application shall be deemed cancelled/abandoned, and filing fees paid shall be forfeited in favor of the Commission.

For both types of processing, the Guidelines enumerate the documents required for submission through eAMEND, most of which are system-generated or downloaded from the SEC Portal. It also provides that the Affidavit of Undertaking for Monitoring shall be submitted in lieu of the CRMD Monitoring Clearance.

MC No. 3-2026 further establishes compliance timelines with respect to any compliance remarks/letters issued by the SEC. Failure to comply within the given periods may result in cancellation or abandonment of the application.

Exclusions

Excluded from the coverage of these guidelines are applications for increase or decrease of capital stock, reclassification or declassification of shares, conversion of shares, and change in par value. Amendment applications for foreign corporations, such as those pertaining to amendment or conversion of license, shall be submitted via email until the system can accommodate such processes. Currently, the Guidelines do not indicate how and within what timeline this is processed.

What should companies do?

MC No. 3-2026 streamlines the amendment process for the applications specified herein with the intention of making SEC transactions simpler, faster, and more efficient. However, corporations are reminded to check the exclusions of certain applications, such as amendments which involve the increase or decrease of authorized capital stock, or reclassification of shares, as these are not covered by the updated procedures and compliance timelines under the new Guidelines. Corporations that intend to undertake covered amendments may take advantage of this enhancement, in line with the Philippines’ continuous efforts towards implementing ease of doing business.

Find the complete copy of MC No. 3-2026 here.