The Amended Certificate of Incorporation is a crucial corporate document used when a Philippine corporation needs to modify its fundamental characteristics or operating parameters. This document becomes necessary when corporations need to make significant changes to their original Articles of Incorporation, such as adjusting their corporate name, purpose, capital structure, or term of existence. Under Philippine law, specifically the Revised Corporation Code, these amendments must be approved by the board of directors and stockholders, properly documented, and filed with the Securities and Exchange Commission (SEC). The Amended Certificate of Incorporation must contain specific details about the changes being made, including both the original and amended provisions, and must be accompanied by supporting documents such as board and stockholders' resolutions. This document is essential for maintaining corporate compliance and ensuring that all corporate changes are properly registered with regulatory authorities.
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1. Corporate Name and Amendment Declaration: States the current corporate name and declares that this is an amendment to the Articles of Incorporation
2. Corporate Domicile: Specifies the principal office address of the corporation
3. Duration of Corporate Existence: States the term of corporate existence, whether definite or perpetual
4. Corporate Purpose: Details the primary and secondary purposes of the corporation
5. Capital Structure: Specifies the authorized capital stock, par value, and classes of shares
6. Board of Directors: Lists the number of directors and current board members
7. Amendment Details: Clearly identifies which articles are being amended and shows both the original and amended text
8. Approval Declaration: States that the amendments were approved by the required vote of stockholders and directors
9. Execution Block: Includes signatures of required officers and directors, with notarization
1. Foreign Ownership Provisions: Required if the corporation has foreign ownership and needs to comply with foreign ownership restrictions
2. Preferred Shares Provisions: Include when amendments involve creation or modification of preferred share rights and privileges
3. Branch Office Details: Required if the amendment involves establishment or changes to branch offices
4. Corporate Term Extension: Include when the amendment involves extending the corporate term
5. Additional Corporate Powers: Include when adding specific powers beyond the general powers provided by law
1. Schedule A - Amended Articles: Complete text of the articles being amended, showing track changes or strikethroughs
2. Schedule B - Stockholders' Resolution: Copy of the stockholders' resolution approving the amendments
3. Schedule C - Board Resolution: Copy of the board resolution recommending the amendments
4. Schedule D - Treasurer's Affidavit: If amendment involves changes in capital structure, affidavit certifying paid-up capital
5. Schedule E - SEC Clearance: Any required SEC clearances or approvals for the amendments
6. Appendix 1 - General Information Sheet: Updated GIS reflecting the changes in corporate information
7. Appendix 2 - Tax Clearance: Tax clearance certificate if required for the specific amendment
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