The Securities and Exchange Commission (SEC) now lets corporations file certain amendment applications without submitting physical documents. The Commission’s digitalization efforts are meant to improve regulatory efficiency and support sustainability.
Under Memorandum Circular (MC) 21, Series of 2026, issued on July 17, corporations may opt to submit certain amendments to their articles of incorporation and by-laws through the Electronic Application for Modification of Entity Data (eAMEND) portal under a new paperless processing lane.
If your company is planning changes to its corporate name, purpose, capital structure, or by-laws, here is what you need to know. For help with compliance and finance and accounting services, you can also consult a licensed CPA firm.
The circular builds on earlier rules. It supplements MC 3, Series of 2024, and MC 3, Series of 2026, which prescribe guidelines on the use of the eAMEND portal. The eAMEND system itself dates to 2024. Starting February 23, 2024, applications for amendments to a corporation’s Articles of Incorporation and/or By-Laws are made through the eAMEND Portal, in line with the shift to electronic filing mandated under Republic Act No. 11232, the Revised Corporation Code of the Philippines.
What Is eAMEND?
eAMEND is the SEC’s online portal for modifying entity data, such as amendments to a corporation’s Articles of Incorporation and By-Laws. It replaced much of the manual, over-the-counter filing process.
Key Features of the Paperless Filing Option
1. Optional, Not Mandatory
Paperless filing is optional. Corporations may still choose Simple Processing or Regular Processing, both of which require hard copies of the amendment documents. Amendments not covered by the paperless lane follow existing procedures.
2. Covers Articles of Incorporation and By-Laws
Paperless filing covers amendments to both the articles of incorporation and by-laws.
3. eSECURE Accounts and Credentialing
The company’s authorized representative and corporate secretary must create Electronic SEC Universal Registration Environment (eSECURE) accounts and undergo credentialing to verify their identities.
4. Secretary’s Certificate with Undertaking
Filings must include a separate signed and notarized Secretary’s Certificate with Undertaking. It attests that all required directors or trustees and the corporate secretary personally signed the amendment documents, and certifies that the uploaded PDFs are true scanned copies of the signed originals. It also includes an undertaking to keep the originals with the corporate secretary and submit them upon the Commission’s lawful directive. Without it, the application is deemed incomplete.
5. Same Legal Effect as Hard Copies
Scanned copies of signed and notarized amendment documents are recognized as valid submissions with the same legal effect as hard copies, subject to SEC verification.
6. Still Subject to Post-Approval Review
Applications approved under the paperless system remain subject to verification, inspection, and audit by the Commission.
Violations and Penalties
Misrepresentation, falsified documents, or failure to comply with undertakings may lead to revocation of approved amendments, disqualification from the paperless filing system, and possible administrative, civil, or criminal action against company officers.
Corporate secretaries and officers should treat the originals and the undertaking seriously.
What the SEC Says
SEC Chairperson Francis Lim explained the rationale. He said the paperless option expedites processing, reduces the administrative burden on corporations, and promotes sustainability in the corporate sector.
Step-by-Step Checklist for Corporations
- Confirm that your amendment is covered by the paperless lane.
- Have the authorized representative and corporate secretary create and credential their eSECURE accounts.
- Prepare the amendment documents and have them signed by all required directors or trustees and the corporate secretary.
- Notarize the documents and the separate Secretary’s Certificate with Undertaking.
- Scan the documents to PDF and upload them through eAMEND.
- Keep the original signed documents with the corporate secretary for possible SEC verification.
Why This Matters for Philippine Businesses
- Faster processing with no physical submission.
- Lower costs for printing, courier, and travel.
- Sustainability through reduced paper use.
- Greater accountability through identity credentialing and post-approval audits.
Corporations should still keep accurate records and consult their corporate secretary, lawyer, or CPA before filing.
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Sources
- SEC Philippines, official site: https://www.sec.gov.ph
- SEC request for comments on the eAMEND paperless filing draft: https://www.sec.gov.ph/notices/request-for-comments-on-the-exposure-draft-of-the-memorandum-circular-on-the-guidelines-on-the-implementation-of-paperless-filing-for-select-amendment-applications-through-the-eamend/
- The Manila Times, “SEC allows paperless filing for select corporate amendments” (July 21, 2026): https://www.manilatimes.net/2026/07/21/business/top-business/sec-allows-paperless-filing-for-select-corporate-amendments/2388033
- PwC Philippines, Tax Alert No. 37 on SEC MC 21 (2026): https://www.pwc.com/ph/en/tax/tax-publications/tax-alerts/2026/tax-alert-37.html
- Manila Bulletin, “SEC to allow paperless filing for amendment applications”: https://mb.com.ph/2026/04/07/sec-to-allow-paperless-filing-for-amendment-applications
- BusinessMirror, “SEC crafting rules for filing of amendment applications”: https://businessmirror.com.ph/2026/04/07/sec-crafting-rules-for-filing-of-amendment-applications/
