On March 15, 2019, the Securities and Exchange Commission, in relation to Section 179 of Republic Act No. 11232, otherwise known as the Revised Corporation Code, has released the initial draft on its Amended Guidelines and Procedures on the Use of Corporate and Partnership Names.
Among others, the amendments for the use of corporate and partnership names provides:
- The corporate name shall contain the word “Corporation” or “Incorporated,” or the abbreviations Corp.” or “Inc.”. A One Person Corporation shall indicate the letters “OPC” either below or at the end of its corporate name. 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. The corporate name of a foundation shall use the word “Foundation.” 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”.
- A term that describes the business of a corporation in its name should refer to its primary urpose. If there are two such terms, the first should refer to the primary purpose and the second to the secondary purpose.
- No corporate name shall be allowed by the Commission if it is not distinguishable from that already reserved or registered for the use of another corporation, or if such name is already protected by law, or when its use is contrary to existing law, rules and regulations;
- 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.
- A trade name or trademark registered with the Intellectual Property Office may be used as part of the corporate or partnership name of a party other than its owner if the latter gives its consent to such use.
- The name of an internationally known foreign corporation, or something similar to it, cannot be used by a domestic corporation unless it is its subsidiary and the parent corporation has consented to such use;
- The name of a local geographical unit, site or location cannot be used as corporate or partnership name unless it is accompanied by a descriptive word or phrase. e.g. Pasay Food Store, Inc.
- The practice of a profession regulated by a special law which, among others, provides for the permissible use of the profession’s name in a firm, partnership or association shall govern the use of the name, e.g. “Engineer” or “Engineering” (R.A. 1582), “Architect” (R.A. 9266), or “Geodetic Engineer” (R.A. 8560). Notwithstanding the foregoing, the Commission shall, for the protection of the public interest and other justifiable causes, disallow the use of names that, in its judgement, are misleading, deceptive, confusingly similar to a registered name, or contrary to public morals, good customs or public policy.
- The name of a corporation or partnership whose registration had been dissolved or revoked shall not be used by another corporation or partnership within three (3) years from the date of issuance of certificate of dissolution or from the date of finality of the revocation order unless its 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, as the case may be. Former corporate name which was the subject of amendment shall not within a period of five (5) years from the approval of amendment be use unless with written consent from the previous user/owner (through Director’s Certificate, Secretary Certificate or Partnership Resolution, as the case may be)
- Names of absorbed corporation may not be used unless the consent of the surviving constituent corporation is obtained in the form of Directors Certificate or Secretary Certificate.
In its website at www.sec.gov.ph, “the Commission is inviting all interested parties, market participants and the investing public to submit their views, comments and inputs to the proposed guidelines.
Commenters may submit, not later than 29 March 2019, their views, comments and inputs electronically to Assistant Director Sampaguita R. Ladrido, through email address : firstname.lastname@example.org”
Download full text of the Proposed Amended Guidelines below: