The Securities and Exchange Commission has been very aggressive in its efforts to digitalize and streamline its processes and workflow to better serve the public.
Following the Commission’s introduction of the portal for incorporation (Electronic Simplified Processing of Application for Registration of Company or eSPARC), the portal for the submission of reportorial requirements (Electronic Filing and Submission Tool or eFAST), and the portal for the submission of and processing of compliance in the filing of Memorandum Circular No. 28, Series of 2020 (MC 28 Submission Portal), the Commission published on its website on 19 February 2024, Memorandum Circular No. 3, Series of 2024 (Circular), issued on 15 January 2024, introducing the portal for amendment, otherwise known as Electronic Application for Modification of Entity Data or eAMEND Portal, and the guidelines for its use.
Under the Circular, covered applications through the eAMEND Portal are grouped into two: (a) applications subject to the issuance of a digital certificate, and (b) applications subject to regular processing through the eAMEND Portal.
Applications subject to the issuance of a digital certificate involve applications for amendment of the Articles of Incorporation and/or By-Laws filed by domestic stock or non-stock corporations concerning the following or any combinations thereof: (a) Involving the AOI: change in the principal office address, increase or decrease in the number of the board of directors/trustees, fiscal year for OPC, or deletion and/or addition of new provisions in the existing AOI except those provisions on purposes, capitalization and reclassification of shares, and/or (b) Involving the By-Laws: date of annual meeting of the stockholders/members, or fiscal year.
On the other hand, applications subject to regular processing through the eAMEND Portal shall be the following: amendment of partnership, dissolution of partnership, amendment of AOI and By-Laws of a domestic corporation, whether stock or non-stock, except those enumerated in the preceding paragraph, application for conversion of to ordinary corporation and vice versa, application for increase of capital stock for One Person Corporation via cash, or a combination of any amendment covered by applications subject to issuance of digital certificate, and any amendment covered by applications subject to regular processing through the eAMEND Portal.
All applications not included above shall be filed through the official electronic mail platforms of the Commission.
For applications subject to the issuance of a digital certificate, an applicant shall automatically receive a Digital Certificate of Filing of Amendment through their e-mail upon payment of the amendment fees. The original copy of the Certificate of Filing of Amendment will be released if hard copies of amendment documents submitted to the Commission are complete and consistent with those submitted through the eAMEND Portal.
The eAMEND Portal shall automatically purge applications that fail to complete the required details and upload the documentary requirements, fail to comply with the Commission’s compliance order, or fail to pay the amendment fees within the period required by the Circular.
The Commission may also motu proprio cancel the applications for non-submission of the required number of hard copies of the documentary requirements within the required period or non-compliance of any lawful order of the Commission in instances of incomplete documentary requirements or inconsistent entries.
Subject to the transition guidelines of the Circular, the eAMEND was implemented on 23 February 2024.
