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Adopted: 20 February 2014
Date Filed: 26 February 2014

Whereas, the Securities and Exchange Commission is empowered under the Securities Regulation Code, Corporation Code, PD 902-A, as amended, and all other pertinent laws administered by it to promulgate rules and regulations in the registration and monitoring of corporations, stock and non-stock, and partnerships, as the case may be;

Whereas, on 16 February 2006, the Commission issued SEC 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;

Whereas, prior to the passage of the abovementioned Circular, the Commission allowed registrant corporations and partnerships to indicate in their principal office address the name only of the city, town or municipality where they conduct business, and accepting “Metro Manila” as a valid principal office address;

Whereas, after the passage of said Circular, existing corporations and partnerships which state only “Metro Manila”, or a city, town, or municipality in their principal office address were not required to amend their articles of incorporation or articles of partnership in order to indicate a specific principal office address; and

Whereas, it is essential that existing corporations and partnerships comply with the full disclosure requirements of applicable laws, rules and regulations.

IN VIEW OF THE FOREGOING, the Commission directs all affected corporations and partnerships to comply with the following guidelines relative to their principal office address:

Section 1. Existing corporations and partnerships whose articles of incorporation or articles of partnership indicate only a general address as their principal office address, such that it refers only to a city, town or municipality, or “Metro Manila”, are directed to file an amended articles of incorporation or amended articles of partnership in order to specify their complete address, such that, if feasible, 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;

Section 2. Affected corporations and partnerships are given until 31 December 2014 to effect a Change in their principal office address and may file the same at the Company Registration and Monitoring Department of the Commission, or at any of the Extension Offices located in the cities of Baguio, Cagayan de Oro, Cebu, Davao, IIoilo, Legazpi, Tarlac and Zamboanga;

Section 3. In case an affected corporation or partnership has an application for amendment of its articles of incorporation or articles of partnership pertaining to other provisions thereof, the corporation or partnership shall be required to execute an affidavit of undertaking to effect a change in its specific address within the time frame allowed under these rules;

Section 4. Affected corporations and partnerships which fail to effect a specific change in their principal office address within the deadline set shall not be penalized for non-compliance; however the Commission can impose the sanctions of deferment of applications such as amendments, certifications, and clearances, and the like;

Section 5. All other circulars, rules, orders and issuances, or parts thereof that are inconsistent with this Memorandum Circular are hereby repealed or modified accordingly; and

Section 6. This Circular shall take effect immediately after its publication in a newspaper of general circulation.

Mandaluyong City, Philippines, February 20, 2014.

(SGD) TERESITA J. HERBOSA
Chairperson