seceeeecasdasdsaasdsThe Securities and Exchange Commission (SEC) is preparing new guidelines that will allow paperless filing for specific amendment applications through the Electronic Application for Modification of Entity Data (eAMEND), as it seeks to improve regulatory efficiency and promote sustainability.
The Commission on March 31 issued for public comment the draft memorandum circular providing for the guidelines on the implementation of paperless filing for select amendment applications through eAMEND, further advancing the Commission’s digital transformation and sustainability push.
The proposed rule will supplement SEC Memorandum Circular No. 3, Series of 2024, and SEC Memorandum Circular No. 3, Series of 2026, which prescribe the guidelines on the use of the eAMEND portal.
Under the draft guidelines, paperless filing will be offered as an optional processing lane. Corporations may still opt to file through the Simple or Regular processing lanes, which require the submission of hard copies of the amendment documents.
Paperless filing will cover amendments to both the Articles of Incorporation (AOI) and By-Laws. For AOI, the covered amendments include Prefatory Clause, Change in the Principal Office Address, Term of Existence, Increase or Decrease in the Number of the Board of Directors/Trustees, and Fiscal Year for One Person Corporations.
For By-Laws, covered amendments include the Date of Annual Meeting of the Stockholders/Members, and Fiscal Year.
To avail of paperless filing, both the Authorized Representative and Corporate Secretary shall ensure the creation of an Electronic SEC Universal Registration Environment (eSECURE) account and undergo credentialing to ensure the security and authenticity of their identities.
Documents submitted through paperless filing, including the scanned copies of signed and notarized amendment documents, shall be recognized as valid submissions and shall have the same legal effect as hard copies of documents, subject to the verification by the SEC.
Upon verification, the Commission shall conduct a random post-evaluation of approved amendment applications and may require the corporation to present original signed and notarized copies of the submitted documents.
Failure to comply within 15 calendar days from the receipt of the directive will result in a P20,000 penalty and/or the revocation of the amendment application.
The draft guidelines further provide that paperless filings should be supported by a separate duly signed and notarized Secretary’s Certificate with Undertaking executed by the Corporate Secretary. Otherwise, the application shall be incomplete.
The Secretary’s Certificate with Undertaking shall attest that all required Directors or Trustees, as well as the Corporate Secretary, personally signed the amendment documents, certify that the uploaded PDF files are true and faithful scanned copies of the original duly signed documents, and undertake the safekeeping of the originals in the custody of the Office of the Corporate Secretary and their submission upon lawful directive of the Commission.
Other violations under the proposed memorandum circular include misrepresentation in the Secretary’s Certificate and Undertaking, submission of falsified or inaccurate documents, and failure to comply with the undertakings.
Corporations that violate the rules may face revocation or cancellation of the approved amendment and disqualification from availing of the paperless filing through eAMEND. The Commission may also impose administrative sanctions against companies’ officers and may refer the case for appropriate civil or criminal actions.
Interested parties may submit their comments to the exposure draft via email at mhssjangeles@sec.gov.ph on or before April 15.
