The Securities and Exchange Commission (SEC) is moving to simplify and speed up how corporations update their articles of incorporation and by-laws. The agency released draft guidelines for public feedback, outlining a more organized and time-bound process for submitting amendment applications through its online portal.
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Clearer Rules and Faster Timelines
Under the proposed changes, companies will be allowed to file an affidavit of undertaking instead of securing a monitoring clearance, trimming one of the usual administrative steps. The rules also classify amendment applications into two main categories, those that require moderate evaluation and those that need extensive technical review. Penalties for delays or missing documents are also included to encourage timely compliance.
“The proposed rules provide clear guidance on the filing of amendments through our online portal, thereby streamlining and improving the efficiency of our services,” SEC chairperson Francis Lim shared.
The goal is to align the SEC’s processes with the Ease of Doing Business and Efficient Government Service Delivery Act of 2018, which sets maximum turnaround times for government transactions. Public comments on the draft circular will be accepted until Nov. 17.
Updates to the eAMEND Portal
The proposal builds on the SEC’s rollout of the Electronic Application for Modification of Entity Data (eAMEND) system in July 2024, which digitized the filing and approval of corporate amendments. Currently, applications are sorted into simple or regular processing. Simple filings can immediately receive digital certificates once approved by the system, while regular applications undergo full evaluation by SEC personnel.
The new rules adjust these classifications, applications routed through simple processing will now fall under “complex” transactions, which must be resolved within seven working days. These include changes to corporate names, business purposes, office addresses, board composition, and corporate terms.
Requests under regular processing will now be tagged as “highly technical,” meaning they require specialized assessment and must be completed within 21 working days. These include applications for new by-laws, major by-law revisions, partnership amendments, corporate conversions, and dissolution-related filings.
