Where to file for the change of name of a corporation?

The process requires processing at several government offices

The process of filing a petition for a change of name of a corporation generally falls within the jurisdiction of the Securities and Exchange Commission as the government body tasked or assigned to regulate and register corporations. For sole proprietorships, the change of name would be lodged at the DTI.

Aside from this, the name change must also be submitted at the Bureau of Internal Revenue.

Furthermore, the new name must be reported to each of the government bodies that administer mandatory employee benefits: the SSS, Philhealth and Pag-ibig.

There are some online options, but also expect that there will always be a need to go in person, especially if there are additional requirements that must be filed.

Can I appoint a representative to do the Change of
Corporate Name of a Philippine company?

A board resolution, secretary certificate and a special power of attorney is required to authorize a representative

Yes, Change of Corporate Name can be done by a representative of the corporation.

A representative of the corporation can be authorized through a Special Power of Attorney naming the representative to do the process for the change of name of the corporation.

Aside from this, the authorized representative must be decided in a board meeting. A Board Resolution authorizing the representative to do the process for and on behalf of the corporation should be given.

A Secretary’s Certificate is also an alternative to the Board Resolution.

What is the process to change a Philippine
company’s name?

Changing a corporate name starts by drafting amended articles of incorporation.

There are three steps that must be completed to change a Philippine company’s name, and include the SEC, BIR and government mandatory benefit agencies.

1. SEC Change of Corporate Name
2. BIR Company Change of Name
3. Application at the SSS, Pag-ibig and Philhealth

All of the agencies that a company reports to must be informed of the change of name.

Online processes are available. However, you may need to call to follow up and you may also need to go in person for certain parts.

We will start with the process at the SEC to Change a Philippine company’s name.

Why change the name of your Philippine corporation?

Corporations may change its name to avoid confusion or as part of a rebranding effort

There are several reasons why a corporation is required to change its name as registered with the SEC.

The Corporation Code itself provides one reason.

This reason is when the name of the corporation is “identical or deceptively or confusingly similar to that of any existing corporation.”

Another reason is when the name is protected by law or is patently deceptive, confusing, or contrary to existing laws.

One case decided by the Supreme Court of the Philippines discussed issues in a corporate name that is allegedly confusing or similar to another corporation.

In the case of Lyceum of the Philippines versus CA^[1], the Petitioner is a known school in the Philippines called Lyceum of the Philippines.

Lyceum filed a petition before the SEC to require the respondents in the case to remove the word “Lyceum” from their names. They also requested the respondents be prohibited from using the word “Lyceum”.

According to them, the name was already synonymous with their school. It would lead to the believe that other entities using the word “Lyceum” are associated with them.

The Supreme Court decided that the use of the word Lyceum was not confusing or identical in this case. They pointed out that confusion and deception could be removed by the appending of geographic names to the word “Lyceum.”

^[1] G.R. No. 101897, March 5, 1993.

What are the SEC requirements for the
change of corporate name?

Documentary requirements should be complete so that processing at the SEC is smooth.

The requirements for processing a change of name before the SEC are:

1. Majority vote of the Board of Directors
2. At least 2/3 votes of shareholders representing the outstanding Capital Stock
3. Secretary Certificate that the corporation has no pending case
4. Secretary Certificate of No Intra-Corporate Dispute
5. Cover Sheet for the Amendment;
6. Amended Articles of Incorporation showing the change of name
7. By-laws showing the change of name
8. Board Resolution signed by the Board of Directors;
9. Name Reservation Slip;
10. Undertaking to Change Corporate Name;
11. Monitoring Clearance
12. Announcement to the general public of the intended change of name
13. Payment of fees

Let us discuss the requirements mentioned above.

For requirements a to j, these are documents or processes that the corporation is required to prepare before submitting the petition for change of name to the SEC.

These are documents that are familiar to a corporation and synonymous with its existence. These are commonly issued documents in relation to its purposes as well.

Processing requires physically going to the SEC and following up manually.

Requirement “k” is a document to be issued by the Company Registration and Monitoring Department or CRMD.

This office handles clearance for corporations before amendments are made in its Articles of Incorporation. They check if the corporation is fully compliant with its reportorial requirements and if all fees were settled by the Corporation.

They will only issue the Monitoring Clearance if the corporation is compliant with the SEC requirements as mentioned above.

No amendment will pass the SEC without the clearance to be issued by the CRMD.

Is there an online SEC process to Change
Philippines Corporate Name?

Submission of the amendment may be through the SEC email first.

The process for application for a change of name can be done online through the Company Registration and Monitoring Division of the SEC.

The documentary requirements identified and required above are to be submitted to the CRMD of SEC through their official email address.

The official address for this is accessible through the SEC official website which you can access through this link https://www.sec.gov.ph/.

However, it’s very possible that you might have to follow up in person.

How long is the SEC process for the
Change of Corporate Name?

it is best to get the contact number and name of the SEC personnel who is processing your papers to follow up, but it will still take some months.

The process may take several weeks to months.

The biggest factor in the completion of the process is how completed and correct the documents you submitted are.

Make sure that all documents are present and complete as mentioned and identified above to prevent the back and forth between the corporation and the SEC in the completion of the documents.

Can my application at the SEC to Change a Philippines
company’s name be denied?

Mostly, the denial is due to lacking documentary requirements or other technical reasons that can be complied with easily.

Yes, it can be denied.

The SEC may either approve or deny your application.

If approved, the SEC will issue the Amended Certificate of Incorporation adopting the change in the corporate name.

The SEC may also deny the application.

The applicant corporation will receive an email from the SEC through CRMD explaining the reason for the denial.

Coordinate with the SEC personnel to clarify the issue to make sure you can address their concerns.

If denied, you will need to work with the SEC through several calls and resubmissions to address the issue.

You may need to submit missing documents. You might also need to replace a document already submitted with the correct one.

This can delay the process.

After the SEC issue has been resolved, you can now inform all other government agencies that interact with the corporation re the change of name.

We’ll continue with the process at the BIR.

What are the documents required to change your
Philippine company’s name at the BIR?

Make sure to file it in the BIR RDO where the company was initially registered.

There are several documents that you need to prepare in dealing with the change of the registered name of the corporation with the BIR.

The following documents are as follows:

1. BIR Form 1905;
2. Amended Certificate of Incorporation, must reflect the adoption of the change of name of the corporation, prepare its original and photocopies as well;
3. Letter Request for temporary use of old receipts/invoices, if applicable. The request letter is advised to be signed by the Corporate Secretary; and,
4. Board Resolution authorizing the Corporate Secretary to sign the Letter Request mentioned in enumeration “c”.

On top of the following documents, there are additional documents if the corporation is going to be represented by another person as follows:

1. Board Resolution indicating the purpose and the name of the authorized representative; or Secretary’s Certificate; and,
2. Any government-issued ID of one of the signatory and the authorized representative, the original and photocopies of the original ID.

How long is the BIR process to change the corporate name?

The filing in BIR is fast but the issuance of the new certificate of registration may take a while.

The corporation applying for the update of its name at the BIR must submit the above-mentioned documents to the Revenue District Office where the corporation was registered and this can take several weeks.

We highly suggest that you get the contact information of the ONETT officer or the BIR officer who will process your document.

This is to ensure that you have a person who you can ask for an update and at the same time to ensure that the BIR maintains a single person who will process your application.

This is helpful so that the person who will handle the transaction is familiar with the circumstances of the application and the documentary requirements that you submitted.

The BIR may request to all of your corporate documents.

They also will most likely check to see if you have submitted all of your monthly and quarterly BIR reports.

Note that if you are not compliant or you have submission issues, they will decide to levy fines against you.

Can the BIR accept the application for the
change of name online?

The BIR form 2303 also known as the Certificate of Registration (COR) will also have to be updated to reflect the new name

Yes, the BIR can accept the application for the change of name online through its Online Registration and Update System (ORUS) under Application for Registration Information Update.

ORUS is a web-based system that provides an end-to-end process for the taxpayer registration of taxpayers as well as changing registration information.

The corporation is required to create an ORUS account to access online registration-related services of the BIR through ORUS.

To create an ORUS account, the company must have:

1. An Existing TIN
2. An updated official email address registered with the BIR.

A company can update its registered email address at the BIR with the submission of BIR Form 1905, if there is no email registered at the BIR or if it is not updated.

BIR Form 1905 must actually be filed personally at the BIR, as a first step to accessing the BIR’s online services through ORUS.

Note that if the corporation is transacting with a representative, it is the email address of the corporation registered in the system of the BIR that must be used and not the email of the representative.

There will be some back at forth at the BIR.

SSS, Philhealth, Pag-ibig Change of Corporate Name Process

Updating government agencies with the change of name is also important to make sure all the contributions are correctly paid

Changing a Philippine Company’s name must also be done at all the government entities that administer mandated employee benefits.

These entities generally require personal visits to file and to pick up the document.

Furthermore, there is a lot of follow up that must be done.

Be prepared to spend some time on this, although it will be less than the time spent at the SEC and the BIR.

The SSS change of company name will require you to submit the:

1. Employer Data Change Request Form
2. Amended Articles of Incorporation or DTI as applicable.

Philhealth will require a somewhat similar submission:

1. Employer Data Amendment Form ER-3
2. Amended Articles of Incorporation or DTI as applicable

Pag-ibig Philippine company name change documents are:

1. Employer’s Change of Information Form (ECIF)
2. ID of the Authorized Signatory
3. Specimen Signature Form
4. Amended SEC Articles of Incorporate or DTI as applicable

It is best to hire a law firm that knows how to process the change of name for reliability.

An authorized representative may do this and will need official authorization from the company. He or she must also bring valid IDs.

Set aside a few months to accomplish the entire process, from the SEC, to the BIR, to the SSS, Philhealth and Pag-ibig.

Delays come in when there are pending matters – for example, intra-corporate disputes at the SEC or improper submissions at the BIR – and that can really extend the timeline.

Complete documents and rigorous compliance to reporting requirements will very much help.