On 21 June 2019, the Securities and Exchange Commission (SEC) issued SEC Memorandum Circular No. 13, series of 2019, providing for the “Amended Guidelines and Procedures on the Use of Corporate and Partnership Names”. The circular provides:
I. GENERAL RULES
A. The corporate name shall contain the word “Corporation” or “Incorporated,” or the abbreviations “Corp.” or “Inc.” respectively.
B. In case of a One Person Corporation, the corporate name shall contain the word “OPC” either below or at the end of its corporate name.
C. The partnership name shall bear the word “Company” or “Co.” and if it is a limited partnership, the word “Limited” or “Ltd.”. A professional partnership name may bear the word “Company,” “Associates,” or “Partners,” or other similar descriptions.
D. The corporate name of foundations shall use the word “Foundation”.
E. The corporate name of all non-stock, non-profit corporations, including non-governmental organizations and foundations, engaging in microfinance activities shall use the word “Microfinance” or “Microfinancing”; provided, that said corporations shall state in the purpose clause of their Articles of Incorporation that they shall conduct microfinance operations pursuant to Republic Act No. 8425 or the Social Reform and Poverty Alleviation Act.
II. NOTICE OF AVAILABILITY AND APPEAL
No erasures, changes, modifications or alterations on a name reservation form shall be allowed.
The reservation or notice of availability of a name shall not constitute an approval of the use of such name or an application for a change of name.
Appeals from or opposition to the approval of corporate and partnership names of new companies, or complaints against proposed names of existing companies or partnerships, shall be resolved by the Company Registration and Monitoring Department (CRMD). The decisions of the CRMD may be appealed to the Commission en banc through the Office of the General Counsel.
III. UNDERTAKING TO CHANGE NAME
At the time of its registration, a corporation or partnership shall submit an affidavit containing an unqualified undertaking to change its name immediately upon receipt of notice from the SEC that:
- a. Another corporation, partnership or person has acquired a prior right to the use of such name;
- b. The name has been declared not distinguishable from a name already registered or reserved for the use of another corporation; or
- c. It is contrary to law, public morals, good customs or public policy.
IV. PURPOSES IN NAMES
A term that describes the business of a corporation in its name should refer to its primary purpose. If there are two such terms, the first should refer to the primary purpose and the second to the primary purpose.
V. BUSINESS / TRADE NAME
Business or trade name which is different from the corporate or partnership name shall be indicated in the articles of incorporation or partnership. A company may have more than one business or trade name.
VI. PREVIOUSLY USED NAMES
A corporate or partnership name, which was previously used but become the subject of amendment, shall not be re-registered or used by another corporation or partnership for a period of 3 years from the date of the approval of the adoption of the new name. An earlier period may be allowed upon consent of the corporation or partnership which previously owned the used name.
VII. PREVIOUSLY DISSOLVED OR REVOKED
The name of a corporation or partnership that has been dissolved or whose registration has been revoked shall not be used by another corporation or partnership within 5 years from the approval of the dissolution or date of revocation. However, another corporation may use such name if such use has been allowed at the time of the dissolution or revocation by the stockholders, members or partners who represent a majority of the outstanding capital stock or membership of dissolved corporation or partnership, as the case may be. [See Re-Registration of Name of Expired Corporations]
VIII. MERGERS AND ACQUISITIONS
Names of absorbed/constituent corporation may not be used unless it is the surviving corporation intending to use the said absorbed/constituent corporate name.
Another corporation may use the names of absorbed/constituent corporation if consent of the surviving corporation is obtained.
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