Those interested in company formation in the Philippines can choose the structure they want to operate under. One of the most common business forms employed in this country is the limited liability company, however, foreign investors can also set up othertypes of companies in the Philippines. Also, if necessary, the business can amend various details of the company.
The changes which can be brought to a Philippines company are acknowledged in the Company Law of the country and need to be approved by one or more authorities.
Below, our company formation advisors in the Philippines explain the changes which can be brought to a local company and how to perform them. We can help with both amending company details and starting a business in the Philippines.
Changes which can be brought to a Filipino company
The amendments which can be brought a company in the Philippines are centered around the Articles of Association and bylaws of the business (where the last ones exist). The changes which can be brought to a company in the Philippines are:
- the trade name of the company can be changed if it no longer reflects the activities of the business or for other reasons;
- the main and secondary objects of activity of the company can also be changed in a Philippines business;
- the business address or legal seat of the company can also be changed (this is often met in the Philippines);
- the number of directors and of shareholders can also change in a company registered in the Philippines;
- share capital changes can also be recorded in a local company (the share capital can be increased or decreased).
We remind investors that when bringing changes to their companies in the Philippines, they also need to amend the company’s incorporation documents. Our company registration agents in the Philippines can advise on how to make such changes.
Changing company details in the Philippines
Some of the most common changes which are usually met in a Filipino company are related to the trade name and registered address. These are subject to changes in case of mergers and acquisitions, at the requirement of the shareholders or as a consequence of rebranding.
These changes can be made by filing an application form with the Companies Register, by notifying the Securities Exchange Commission (SEC) and by amending the Articles of Association.
Changing the object of activity of a company in the Philippines
Even if the procedure of changing the main, the secondary or both objects of activity in a company is the same as when amending company details, it is important to note that this change can trigger another important one. Considering the object of activity of a company in the Philippines is related to operating in a certain industry and thus obtaining a license for that activity, the application for another license can be required.
We recommend you discuss with our Philippines company formation consultants when making such a change to your business.
Changes in a Philippines’ company management
Another change which can occur in a company in the Philippines is related to its management. The shareholders have the right to appoint, dismiss or replace company directors. However, these changes must be reflected by the company’s Articles of Association.
There are also particular situations in which changes in the shareholding structure of the company are registered, however, it is important to note that in this case, the name(s) of the first shareholder(s) must remain in the Articles of Association. In other words, the name of the new shareholder(s) will be added without removing the name of the former shareholder(s).
Our professionals can offer more information on the changes which can be brought in the management of shareholding structures of a company in the Philippines.
Investors who wish to remain in the country to make changes to their company and run their business can apply for permanent residency and move to the Philippines. They can do so if they are citizens of a country that has signed a reciprocity agreement with the Philippines, granting the same permanent residents and immigration rights to Filipino nationals.
What to consider when altering company details in the Philippines
There are several aspects which need to be considered when altering information or making other changes in a company in the Philippines. Among these, businesspersons must know:
- the changes must be reported with the Companies Register, the SEC and other authorities (where changes in the object of activity occur);
- the shareholders cannot bring any changes which will trigger the modification of the citizenship or residence requirements imposed by the law;
- the initial share capital and the contribution of each member to the company must be preserved all the time;
- where the name of the treasurer needs to be changed, the alteration can be made in the company’s General Information Sheet;
- any changes recorded by the authorities will imply receiving a certificate which is usually issued within 10 days.
For assistance in making company changes in the Philippines, please feel free to contact our company formation agents.