SEC Memorandum Circular No.
16
Series of 2020
TO : ALL CONCERNED
SUBJECT : GUIDELINES ON AUTHENTICATION OF ARTICLES OF
INCORPORATION IN APPLICATIONS FOR
REGISTRATION OF NEW DOMESTIC CORPORATIONS
WHEREAS, Section 13 of Republic Act No. 11232, otherwise known as
the Revised Corporation Code of the Philippines, requires corporations to
file with the Securities and Exchange Commission, hereinafter referred to
as the “Commission,” Articles of Incorporation, duly signed and
acknowledged or authenticated, in such form and manner as may be
allowed by the Commission;
WHEREAS, documents filed with a government office pursuant to a
provision of law become public documents;
WHEREAS, bolstering ease of doing business in the Philippines,
particularly with respect to starting a new corporate business, will be
beneficial to the economy and may improve the business climate in the
country;
WHEREFORE, as the gateway to doing business in the Philippines, the
Commission resolved to adopt the following guidelines on the
authentication of Articles of Incorporation for easy company registration:
SECTION 1. Scope. - These guidelines shall apply to the registration of
new domestic corporations.
SEC. 2. Authentication by Incorporators. – The Commission will accept
for registration Articles of Incorporation that are accompanied by a
Certificate of Authentication signed by all incorporators in the form
prescribed by the Commission.
The prescribed format of the Certificate of Authentication referred to
in the immediately preceding paragraph is provided in Annex "A" of these
guidelines, or as may be revised hereafter.
Through the mode of authentication provided under this section,
both the Articles of Incorporation and the Certificate of Authentication
need not be notarized nor consularized.
SEC. 3. Acknowledgment Before A Notary Public. – Notwithstanding the
provisions of Section 2, the incorporators, if they so choose, may
acknowledge the Articles of Incorporation before a notary public in
accordance with the applicable laws and rules, and the same will likewise
be accepted by the Commission.
Published:
Manila Bulletin, April 30, 2020
Philippine Star, April 30, 2020
SEC. 4. Authentication of Articles of Incorporation Executed Abroad. – If
executed outside the Philippines, the Articles of Incorporation may be: (1)
apostilled in accordance with the 1961 Hague Convention Abolishing the
Requirement of Legalisation for Foreign Public Documents, otherwise
known as the “Apostille Convention;” or (2) notarized or authenticated by
a Philippine diplomatic or consular officer, as the case may be.
SEC. 5. Registration of Foreign Investments. - The application for
registration of a new domestic corporation with more than forty percent
(40%) foreign equity shall be accompanied by an application for
registration of investments of non-Philippine national using SEC Form F-
100, if applicable. The SEC Form F-100 must be authenticated in
accordance with Section 4 above only if the same is executed outside the
Philippines. Otherwise, no further authentication of said form is required.
SEC. 6. Obtaining Corporate Registration Through Fraud or
Misrepresentation. – The registration of a corporation, which has procured
its Certificate of Registration through fraud or misrepresentation, shall be
revoked.
Furthermore, those responsible for the formation of a corporation
through fraud, or who assisted directly or indirectly therein, shall be
punished with a fine ranging from Two hundred thousand pesos
(P200,000.00) to Two million pesos (P2,000,000.00). When the violation is
injurious or detrimental to the public, the penalty shall be a fine ranging
from Four hundred thousand pesos (P400,000.00) to Five million pesos
(P5,000,000.00).
SEC. 7. Willful Certification of Incomplete, Inaccurate, False, or
Misleading Statements or Reports. - Willfully certifying a report required
under the Revised Corporation Code, knowing that the same contains
incomplete, inaccurate, false, or misleading information or statements,
shall be punished with a fine ranging from Twenty thousand pesos
(P20,000.00) to Two hundred thousand pesos (P200,000.00). When the
wrongful certification is injurious or detrimental to the public, the
responsible person may also be punished with a fine ranging from Forty
thousand pesos (P40,000.00) to Four hundred thousand pesos
(P400,000.00).
SEC. 8. Separate Liability. - Liability for any of the foregoing offenses
shall be separate from any other administrative, civil, or criminal liability
under the Revised Corporation Code and other laws.
SEC. 9. Effectivity. - This Memorandum Circular shall take effect
immediately after its publication.
April 29, _ 2020 Pasay City, Philippines.
For the
Commission:
EMILIO B. AQUINO
Chairperson
CERTIFICATE OF AUTHENTICATION
ANNEX “A
I, MICHAEL CORTEZ ESTEBAN, FILIPINO, of
legal age, and with office address at 774 1ST CASA CORAZON BUILDING
MONTANA 45 SAMPALOC - BARANGAY 457 4, CITY OF MANILA, FIRST
DISTRICT, NATIONAL CAPITAL REGION (NCR), 1008 , hereby certify that:
1. I am the incorporator and the duly appointed representative of EKKAMAI
TRAINING CENTER OPC under the name of EKKAMAI, which is currently in
the process of securing business registration;
2. I have read and understood the registration system’s terms of use and privacy
policy;
3. In pursuance of the application for corporate registration of EKKAMAI
TRAINING CENTER OPC under the name of EKKAMAI, and after
verification with all of the incorporator/s, the complete, true, and correct
information has been ascertained and personally encoded by an authorized
representative of the corporation through the registration system;
4. The fully-accomplished physical copies of the incorporation documents
submitted in support of the application for registration have been reviewed by
all incorporator/s and I/we confirm that the information indicated therein is
complete, true, and correct, and that the same accurately reflects and
matches the data already provided through the registration system;
5. The documents submitted will be subjected to a post-registration evaluation to
determine compliance with the applicable laws, rules, and regulations;
6. Any defect in the Articles of Incorporation and/or Bylaws, as well as other
incorporation document/s, shall constitute a valid ground for the revocation of
the registration and cancellation of the certificate thus issued; Provided,
however, that if the defect may be cured by a Petition for Correction, or an
application for amendment, of the Articles of Incorporation and/or Bylaws,
EKKAMAI TRAINING CENTER OPC under the name of EKKAMAI will file
the necessary remedial measure within ninety (90) days from receipt of notice
of the defect;
7. Notice/s of proceedings relating to the registration of this company may be
sent to the incorporators electronically through the following e-mail address :
ekkamaisolutions@[Link]
8. I am fully aware that the formation of a corporation through fraud, as well as
assisting directly or indirectly thereto, is punishable under Section 164 of the
Revised Corporation Code, and that the willful certification of a report required
under the Revised Corporation Code, knowing that the same contains
incomplete, inaccurate, false, or misleading information or statements, is
likewise punishable under Section 162 of the Revised Corporation Code; and
9. All of the incorporator whose name appear below executed the attached
Articles of Incorporation, and other incorporation documents of EKKAMAI
TRAINING CENTER OPC under the name of EKKAMAI and that the same
are my free and voluntary act and deed.
MICHAEL CORTEZ ESTEBAN
TIN: 304-772-937-000
December 29, 2021
