The Securities and Exchange Commission (SEC) issued on August 13, 2014 Memorandum Order No. 16, Series of 2014 entitled "PRINCIPAL OFFICE ADDRESS OF CORPORATIONS AND PARTNERSHIPS."
Prior to the issuance of Memorandum Circular No. 3, Series of 2006, SEC allowed registrant corporations and partnerships to indicate in their principal office address only the name of the city, town or municipality where they conduct business, and considered "Metro Manila" as a principal office address. The term corporation, as used in this blog, includes non-stock, non-profit corporation such as religious organizations including churches.
However, on February 16, 2006, SEC issued Memorandum Circular No. 3, Series of 2006 directing registrant corporations and partnerships to state in their Articles of Incorporation or Articles of Partnership, the specific address of their principal office, which shall, include, if feasible, the street number, street name, barangay, city or municipality; and that "Metro Manila" shall no longer be allowed as address of the principal office.
On February 20, 2014, SEC issued Memorandum Circular No. 6, Series of 2014, directing existing corporations and partnerships whose articles of incorporation or articles of partnership still indicate a general address as their principal office address, such as a city, town or municipality, or "Metro Manila," to file, on or before December 31, 2014, an amended articles of incorporation or amended articles of partnership, as the case maybe, in order to specify their complete addresses, such that it has a street number, street name, barangay, city or municipality, and if applicable, the name of the building, the number of the building, and name or number of the room or unit.
In the event that a corporation whose principal office address as indicated in its articles is already specific and complete or fully compliant with the aforementioned Circulars, has moved or moves to another location within the same city of municipality, the corporation is not required to file an amended articles of incorporation, however, it must declare its new or current specific address in its General Information Sheet (GIS) within fifteen (15) days from transfer to its new location. For this purpose, the term "Metro Manila" shall not be considered a city or municipality.
A corporation is not precluded from filing an amended articles of incorporation to indicate its new location within the same city or municipality of its former address. On other hand, the corporation must file an amended articles of incorporation to indicate its new location in another city or municipality.
In the case of partnership, considering that it has no obligation to file the GIS, it is required to file an amended articles of partnership every time it transfers to a new location within the same or another city or municipality.
To download a copy of this Memorandum Circular, click here.
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