Changing your company’s name can be a bold move—whether it’s for rebranding, mergers, or better market positioning. But how exactly do you navigate the amendment to change company name process in the Philippines? This guide breaks down the legal framework, requirements, and step-by-step procedures to help you update your corporate name smoothly and compliantly.
What Is Amendment to Change Company Name?
An amendment to change company name involves altering the Articles of Incorporation (AOI) of a corporation to reflect a new corporate name. This is a formal process regulated by the Securities and Exchange Commission (SEC) to ensure the new name is unique, lawful, and not confusingly similar to existing names.
Why Change Your Corporate Name?
Companies change their names for various reasons:
- Rebranding or repositioning in the market
- Mergers or acquisitions
- Expansion into new industries or services
- Correcting outdated or misleading names
Whatever your reason, the name change must comply with SEC rules and the Revised Corporation Code of the Philippines (R.A. 11232).
Step-by-Step Process for Amendment to Change Company Name
1. Verify Availability of New Corporate Name
Before filing, conduct an SEC verification of company name to ensure your desired name is available and not confusingly similar to existing ones. This can be done through the SEC’s online system.
2. Board Resolution and Stockholders’ Approval
- The board of directors must pass a resolution approving the new name and the amendment of the AOI.
- Stockholders representing at least two-thirds (2/3) of the outstanding capital stock must approve the change.
- For non-stock corporations, two-thirds (2/3) of the members must concur.
3. Prepare and File SEC Papers Philippines
Submit the following SEC papers Philippines to the SEC:
- Certificate of Amendment of Articles of Incorporation
- Board resolution and stockholders’ resolution
- Proof of name reservation
- Amended AOI reflecting the new corporate name
4. Pay Filing Fees
The SEC imposes filing fees and legal research fees based on the corporation’s authorized capital stock.
5. Wait for SEC Approval
Upon compliance, the SEC issues a Certificate of Filing of Amended Articles, making the name change official.
6. Update Other Registrations
After SEC approval, update your corporate name with:
- Bureau of Internal Revenue (BIR)
- Local Government Unit (LGU) for business permits
- Social Security System (SSS), PhilHealth, Pag-IBIG
- Banks, suppliers, and partners
Important Considerations
- The corporate name must not be misleading or violate laws.
- Check the company name list Philippines to avoid conflicts.
- Use an amendment letter change company name when communicating with stakeholders.
- The SEC business name registration process for sole proprietors is separate from corporate name changes.
- If you’re wondering can you change your name in Philippines for individuals, note this is a different legal process.
Sample and Examples
An example of company name in the Philippines might be changing from “ABC Trading Corporation” to “ABC Digital Solutions Corporation” to reflect a shift in business focus.
Additional Tips
- Use the SEC’s eAMEND online portal for faster filing.
- Consult legal counsel to ensure compliance with SEC amendment requirements.
- Keep your by laws SEC Philippines updated to reflect the new name.
- Notify your employees and clients promptly to avoid confusion.
Final Thoughts: Make Your Corporate Name Change Seamless
Changing your company’s name is a significant step that requires careful planning and legal compliance. Understanding the amendment to change company name process ensures your business stays on the right track.
For a detailed guide on how to change corporation name and related procedures, visit lawyerphilippines.org.