SEC Change of Corporate Name (Philippines)
AMENDED ARTICLES OF INCORPORATION
ARTICLE I — CORPORATE NAME
Pursuant to Section 15 of the Revised Corporation Code of the Philippines (RA 11232)
We, [President Name] (President) and [Corporate Secretary Name] (Corporate Secretary) of [Old Corporate Name] (SEC Reg. No. [SEC Reg. No.]), with principal office at [Principal Office], hereby certify as follows:
1. AMENDMENT OF ARTICLE I (CORPORATE NAME)
Article ii of the Articles of Incorporation of [Old Corporate Name] is hereby amended to read as follows:
ARTICLE III — NAME
The name of the corporation is [New Corporate Name].
The proposed name [New Corporate Name] has been verified and reserved with the SEC under Name Verification Slip No. [Name Verification No.].
Reason for change: [Reason for Change].
2. APPROVAL
At a meeting of the Board of Directors duly held on [Board Meeting Date], the foregoing amendment was approved by the majority of the Board of Directors.
At a Stockholders' Meeting duly held on [Stockholders Meeting Date], the foregoing amendment was approved by stockholders representing at least two-thirds (2/3) of the outstanding capital stock, as required by Section 15 of the Revised Corporation Code (RA 11232).
3. CERTIFICATION
We certify under oath that the foregoing amendment was duly adopted as stated above, and that no rights of creditors are prejudiced thereby.
Signed this [Signing Date] at [Principal Office].
[President Name]
President
[Corporate Secretary Name]
Corporate Secretary
SUBSCRIBED AND SWORN to before me this _____ day of _______________, 20____, at _____________________.
Notary Public: _____________________
Doc. No. _____; Page No. _____; Book No. _____; Series of 20____.
President
________________
Signature
Corporate Secretary
________________
Signature
What Is a SEC Change of Corporate Name (Philippines)?
A SEC Change of Corporate Name in the Philippines establishes how the company is to be constituted or managed and the rights attaching to its shares or offices.
The procedure begins with an SEC Name Verification and Reservation through the SEC's Company Registration and Monitoring Department (CRMD) or the online SEC Name Verification System, confirming that the proposed new name is not identical or deceptively similar to an existing SEC-registered entity, a name reserved by another applicant, or a name protected by intellectual property law under the Intellectual Property Code (RA 8293). The SEC Name Reservation is valid for 30 days and may be extended.
Once the name is verified, the corporation must adopt a Board Resolution approving the name change by majority vote of the directors, followed by a stockholder vote of at least two-thirds (2/3) of the outstanding capital stock per Section 15 of RA 11232. The corporation then files the Amended Articles of Incorporation (reflecting the new name in Article I), the Board Resolution, the minutes of the stockholders' meeting, and the SEC Name Verification Slip with the SEC. Upon approval, the SEC issues a new Certificate of Incorporation reflecting the changed name.
A corporate name change under the SEC does not automatically change the corporation's business name, trademark, BIR registration, LGU business permit, or bank account names — each of these must be updated separately. The BIR requires filing BIR Form 1905 at the Revenue District Office (RDO); the LGU requires a new business permit application; and banks require a Board Resolution authorizing the name change on existing accounts.
The legal framework governing the SEC Change of Corporate Name (Philippines) in Philippines draws on several key statutes and regulatory bodies. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Parties executing a SEC Change of Corporate Name (Philippines) in Philippines should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Revised Corporation Code (RA 11232, 2019) sets the foundational requirements.
When Do You Need a SEC Change of Corporate Name (Philippines)?
An SEC Change of Corporate Name in the Philippines is needed whenever a corporation must update its legal identity registered with the Securities and Exchange Commission to reflect a new brand, comply with a court order, or resolve a conflict with another entity's name rights.
The filing is required when a corporation undergoes a rebranding — aligning its SEC-registered name with a new brand identity adopted for marketing, investor relations, or post-merger integration purposes. The new name cannot be used on contracts, invoices, or official documents until the SEC Certificate of Incorporation reflecting the new name is issued.
The filing is needed when a corporation receives a cease-and-desist letter or court order from another entity claiming prior rights to the existing corporate name under the Intellectual Property Code (RA 8293) or the SEC's own rules on corporate name protection under Section 17 of RA 11232, which prohibits names identical or deceptively similar to existing registered names.
The filing is required when a corporation undergoes a merger or acquisition where the surviving or acquiring entity wishes to adopt a new combined or successor name following the transaction, requiring amended Articles to reflect the post-transaction identity.
The filing is needed when an SEC-registered corporation's name includes geographic identifiers, industry descriptors, or words regulated by special law — such as 'bank', 'insurance', 'trust', 'investment house', or 'pre-need' — and the corporation no longer qualifies to use those terms or has obtained a new regulatory license requiring the term to be added.
Parties in Philippines should prepare a SEC Change of Corporate Name (Philippines) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your SEC Change of Corporate Name (Philippines)
A complete SEC Change of Corporate Name filing in the Philippines must include the following elements under Section 15 of RA 11232 and the SEC's Company Registration and Monitoring Department (CRMD) requirements.
SEC Name Verification Slip: The original SEC Name Verification Slip confirming that the proposed new corporate name has been verified as available and reserved with the SEC's CRMD or the online name verification system. The reservation is typically valid for 30 days and must be current at the time of filing.
Amended Article I: The exact text of the amended first article of the Articles of Incorporation, stating the old corporate name and the new corporate name, in the format required by the SEC's standard Amended Articles template. Both the old and new names must be stated in full.
Board Resolution: A Board Resolution adopted by majority vote of the board of directors at a properly constituted meeting with quorum, expressly approving the specific new corporate name and authorizing the amendment filing with the SEC.
Stockholders' Approval: A certified excerpt of the minutes of the stockholders' meeting, or written assent of stockholders holding at least two-thirds (2/3) of the outstanding capital stock, approving the change of corporate name as required by Section 15 of RA 11232. The record date, quorum, and vote count must be stated.
Certification by Officers: The Amended Articles must be certified under oath by the President and Corporate Secretary before a notary public, confirming the accuracy of the amendment and the votes obtained.
Post-Approval Updates: After SEC approval, the corporation must update: BIR Certificate of Registration (Form 1905 at the RDO); LGU business permit (new permit application at the City/Municipal Treasurer's Office); SEC General Information Sheet (GIS) for the following year; bank account mandates via board resolution; and any regulatory licenses from BSP, Insurance Commission, or other primary agencies.
Additional compliance elements for a SEC Change of Corporate Name (Philippines) used in Philippines include: Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). SEC Change of Corporate Name (Philippines) (Philippines) [Legal document template]. Forms Legal. https://forms-legal.com/philippines/business/corporate/sec-change-corporate-name-philippines
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title = {SEC Change of Corporate Name (Philippines) (Philippines)},
year = {2026},
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note = {Free legal document template. Based on Revised Corporation Code (RA 11232, 2019)}
}Frequently Asked Questions
Changing a corporate name with the Philippine SEC involves two sequential stages: name verification and the actual amendment filing. The SEC Name Verification and Reservation through the SEC's online system or the CRMD is typically processed within 1 to 3 business days. After reserving the name, the corporation must conduct its board and stockholders' meetings to approve the amendment, which adds several days to weeks depending on the corporation's meeting schedule and notice requirements. Once the complete Amended Articles of Incorporation package is filed with the SEC, processing typically takes 5 to 15 business days for straightforward name change applications. The total timeline from initiating the name change to receiving the new SEC Certificate of Incorporation is typically 3 to 6 weeks, assuming no deficiencies. Corporations under the supervision of BSP or the Insurance Commission may need prior regulatory clearance, adding 2 to 4 weeks to the timeline.
Under Section 17 of the Revised Corporation Code (RA 11232) and SEC Memorandum Circular No. 14 (2018) on Corporate Name Guidelines, the following corporate names are prohibited or restricted in the Philippines: names that are identical or deceptively similar to any existing SEC-registered corporation, partnership, or sole proprietorship with the DTI; names that suggest a purpose different from that stated in the Articles of Incorporation; names that include words reserved for specific types of entities (e.g., 'bank', 'trust company', 'insurance', 'investment house', 'pre-need' require clearance from the respective primary regulatory agency under BSP, IC, or SEC rules); names that are patently deceptive or contrary to existing laws (e.g., names implying government affiliation without authorization); and names consisting solely of generic or descriptive words that do not distinguish the entity. Names protected by registered trademarks under the Intellectual Property Code (RA 8293) may also be challenged through the Intellectual Property Office (IPO) Philippines.
No. An SEC Change of Corporate Name applies only to the specific juridical entity whose Articles of Incorporation are amended. Subsidiary corporations — which are separate juridical persons under RA 11232 — have their own SEC registrations and must file their own separate Amended Articles if they wish to change their names. Branch offices of a domestic corporation (which are not separate juridical persons) are automatically covered by the parent corporation's name change once the SEC issues the new Certificate of Incorporation, but the branches must update their LGU business permits, BIR registrations, and any industry-specific licenses to reflect the new name. Foreign corporations registered with the SEC as branch offices or representative offices must file a separate SEC application under Section 140 of RA 11232 if the foreign parent corporation changes its name, attaching a certified copy of the parent's name change documentation from its home country.
Yes. A Philippine corporation that has changed its name through the SEC may revert to its original name by filing another Amendment of Articles of Incorporation following the same procedure under Section 15 of RA 11232 — board approval, 2/3 stockholder vote, SEC Name Verification confirming the original name is still available, and complete filing package. However, if the original name was subsequently registered by another corporation or reserved by another entity during the period after the first name change, the original name may no longer be available under SEC naming rules. The SEC Name Verification System will confirm availability. There is no restriction on the number of times a corporation may change its corporate name under RA 11232, provided each change follows the proper procedure and obtains SEC approval.
Existing contracts signed under the old corporate name remain valid and enforceable after the SEC approves the corporate name change, because the corporation's legal identity and SEC Registration Number remain the same — only the name changes. Under Philippine contract law governed by the Civil Code (Republic Act No. 386), the change of corporate name does not constitute a novation of existing obligations and does not require counterparties to sign new contracts. However, the corporation should notify all contractual counterparties in writing of the name change and provide a copy of the SEC Certificate of Incorporation reflecting the new name, to avoid disputes over identity in future enforcement proceedings. Government contracts with agencies such as the Department of Public Works and Highways (DPWH) or the Government Procurement Policy Board (GPPB) may require formal contract amendment through a supplemental agreement to update the contracting party's name.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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