COMPANY REGISTRATION AND MONITORING DEPARTMENT

CORPORATE ADJUDICATION DIVISION (CAD)

CITIZEN’S CHARTER
2023, 2nd EDITION

The SEC Headquarters, 7907 Makati Avenue, Salcedo Village,

Bel-Air, Makati City
 Table of Contents

Table of Contents ............................................................................................................................................................................................................................................................... 1

1. Filing of Verified Petition ........................................................................................................................................................................................................................................... 2
1.1. Petition for Correction of Entries of Company Registration Documents ................................................................................................................................................................... 4
1.2. Petition for Revival of Corporate Existence ................................................................................................................................................................................................................ 6
1.3. Request for Voluntary Dissolution, Where No Creditors are Affected under Section 134 of the Revised Corporation Code ................................................................................. 11
1.4. Petition for Cancellation or Substitution of Payment in relation to the Use of Properties that Require Ownership Registration as Paid Up Capital ............................................ 15
CLIENT STEPS................................................................................................................................................................................................................................................................ 16
2. Two (2) -Party Complaint/Petition ........................................................................................................................................................................................................................... 25
2.1. Violation of Right for Inspection and/or Reproduction of Corporate Books and Records ....................................................................................................................................... 27
2.2. Revocation of Certificate of Registration .................................................................................................................................................................................................................. 28
2.3. Marking of General Information Sheet (GIS) as Disputed ........................................................................................................................................................................................ 29
2.4. Disqualification, Investigation, and/or Removal of Directors/Trustees or Officers of Corporation ......................................................................................................................... 30
CLIENT STEPS................................................................................................................................................................................................................................................................ 31

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 1. Filing of Verified Petition
This service details the procedures in the filing of the Verified Petition.

Division Corporate Adjudication Division (CAD)

Classification Highly Technical within the context of Section 5 of the Securities Regulation Code, 2015 Implementing Rules and
Regulations of the Securities Regulation Code, Section 179 of the Revised Corporation Code, and SEC 2016 Rules of
Procedure.

Historically, Section 3 of Republic Act (RA) No. 9485 (“Anti-Red Tape Act of 2007”) states that those performing judicial,
quasi-judicial and legislative functions are excluded from its coverage. When RA No. 9485 was amended by RA No. 11032
(“Ease of Doing Business and Efficient Government Service Delivery Act of 2018”), quasi-judicial function is still deemed
excluded because Section 3 of the latter Act provides that it shall apply to all government offices that provide services
covering business and nonbusiness related transactions as defined in said Act.

“Government Service” is defined in Section 4 of RA No. 11032 as the process or transaction between applicants or
requesting parties and government offices or agencies involving applications for any privilege, right, reward, license,
clearance, permit or authorization, concession, or for any modification, renewal or extension of the enumerated
applications or requests which are acted upon in the ordinary course of business of the agency or office concerned.

Relatively, pertinent provisions under Title XVI of the Revised Corporation Code are quoted as follows:

“Sec. 154. Investigations and Prosecution of Offenses. – The Commission may investigate an alleged violation of this Code,
or of a rule, regulation, or order of the Commission.

xxx xxx xxx

Sec. 158. Administrative Sanctions. – If, after due notice and hearing, the Commission finds that any provision of this Code,
rules or regulations, or any of the Commission’s orders has been violated, the Commission may impose any or all of the
following sanctions, taking into consideration the extent of participation, nature, effects, frequency and seriousness of the
violation:

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 xxx xxx xxx.”

Under Sec. 5(l) of the Securities Regulation Code, the Commission has also the power to issue subpoena duces tecum and
summon witnesses to appear in any proceedings of the Commission and in appropriate cases, order the examination,
search and seizure of all documents, papers, files and records, tax returns, and books of accounts of any entity or person
under investigation as may be necessary for the proper disposition of the cases before it, subject to the provisions of
existing laws.

Based on the foregoing provisions, the SEC has inherent quasi-judicial power which authorizes it to hear and decide cases
in the performance of its duty and enforce its decisions in accordance with law.

It must be noted that administrative adjudication, or the authority to hear and decide cases pursuant to the laws
implemented by an administrative agency, DOES NOT involve approval of applications for any privilege, right, reward,
license, clearance, permit or authorization, concession, or for any modification, renewal or extension of the enumerated
applications or requests. As such, administrative adjudication DOES NOT fall within the ambit of Section 3 of RA No. 11032
because it is not the “Government Service” contemplated in Section 4 thereof and is therefore, not subject to the
prescribed processing times for Government Services under Section 9 of the same Act. We note that Section 9 of RA No.
11032 is entitled “Accessing Government Services”, which clearly applies to “Government Service” as defined in Section
4 thereof (i.e. applications for any privilege, right, reward, license, clearance, etc.).
Type of Transaction ☐Government to Citizen (G2C)
☒Government to Business (G2B)
☐Government to Government (G2G)
Type of Service External Service
Who may avail Target SEC Clients/Stakeholders Others, please specify: All registered domestic corporations through
their Authorized Representatives
Guidelines During NO
Pandemic

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 1.1. Petition for Correction of Entries of Company Registration Documents
CHECKLIST OF REQUIREMENTS WHERE TO SECURE
Basic Requirements (STOCK OR NON-STOCK CORPORATIONS)
1. Verified Petition for Correction To be provided by the petitioner.
a. A Verified Petition for Correction must pertain to a single corporation only. The
consolidation in one (1) petition involving two (2) or more corporations is not allowed;
b. The Verified Petition must be signed and verified by the corporation’s duly authorized
representative designated in the Secretary’s Certificate;
c. The Verified Petition must state:
i. The date, name of the corporation, SEC registration number, and name of the duly
authorized representative;
ii. The date, time, and place of the meeting;
iii. That the proposed correction/s was/were approved by the majority of the members
of the Board of Directors/Trustees in the presence of a valid quorum;
iv. Errors specified (Cite articles/provisions affected);
v. Corrections specified;
vi. That the typographical error/s was/were made due to inadvertence; and
vii. The petitioner has no intention to violate any laws and SEC Rules and Regulations;
d. Verification/Certification Against Forum Shopping (2 original copies) signed by the
corporation’s duly authorized representative designated in the Secretary Certificate (Sec.
3-4, Rule 3, Part III 2016 SEC Rules of Procedure);
e. Notarized Secretary's Certificate (2 original copies) stating therein the following:
i. Name of the Corporation, SEC Registration number, and name of the duly authorized
representative;
ii. Meeting held at principal office;
iii. Date and time of the Meeting;

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 iv. Approved by at least majority of Directors/Trustees in the presence of a valid
quorum;
v. Errors specified (Cite articles/provisions affected)
vi. Corrections specified; and
vii. Name of the Authorized Representative designated to file the Petition;
f. Updated Compliance Monitoring Division (CMD) Clearance (2 photocopies) Request for updated monitoring clearance must
g. Documentary Requirements: be sent to
i. Verified Petition, affidavit/s, document/s, and other evidence supporting the [email protected]
Petition (2 original copies);
ii. Copy of the Approved Articles of Incorporation and/or By-Laws to be corrected; and Certified True Copy (CTC) of the Approved
iii. Copy of the Corrected Articles of Incorporation and/or By-laws and/or Corrected Articles of Incorporation and/or By-Laws may
Amended Articles of Incorporation and/or Amended By-laws. be requested through www.secexpress.ph

*For a One Person Corporation (OPC), in lieu of the submission of the notarized Secretary’s
Certificate, a SOLE DIRECTOR CERTIFICATE shall be required to be submitted.

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 1.2. Petition for Revival of Corporate Existence
CHECKLIST OF REQUIREMENTS WHERE TO SECURE

1. Verified Petition for Revival of Corporate Existence To be provided by the petitioner.

a. A Verified Petition for Revival must pertain to a single corporation only. The consolidation
in one (1) petition involving two (2) or more corporations is not allowed;
b. The Verified Petition must be signed and verified by the corporation’s duly authorized
representative designated in the Director’s Certificate;
c. The verified Petition must state:
i. The date, name of the corporation, SEC registration number, and name of the duly
authorized representative;
ii. That the meeting was held in the principal office address of the corporation;
iii. That the revival of the Petitioner’s corporate term was approved by a vote of at least
majority of the members of the Board of Directors/Trustees, and ratified by the
stockholders owning or controlling at least the majority of the outstanding capital stock,
or by at least majority of the members in the case of a nonstock corporation, in the
presence of a valid quorum;
iv. If there has been a change in the composition of the stockholders or members since the
expiration of Petitioner’s corporate term, a reconciliation of the changes in the
composition of the stockholders or members from the date of expiration of its corporate
term up to the date of stockholders’ or members’ approval of the resolution to file the
Petition for Revival of Corporate Existence, or the date of approval by the board of
directors or trustees in the case of a nonstock corporation, of the filing of said Petition,
whichever is later, which shall provide for, and refer to, the supporting evidence (e.g.
Deed of Sale, Deed of Assignment, Death Certificate of a stockholder/member, and
Extrajudicial Settlement of the Estate of a stockholder/member) of the changes in the
composition of the stockholders or members;

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 v. That the undersigned are the duly elected directors or trustees, and officers of
Petitioner;
vi. That, as of the date of filing of the Petition for Revival, no action or proceeding has
been filed or is pending before any court or tribunal involving an intra-corporate
dispute or claim by any person or group against the directors, officers, or
stockholders of the Corporation;
vii. That the revival of Petitioner’s corporate term shall not cause damage, loss, or injury
to any third person or any government agency;
viii. If Petitioner’s corporate name has already been validly reused, and is currently being
used, by another existing corporation duly registered with the Commission, that
Petitioner shall change its corporate name within thirty (30) days from the issuance
of its Certificate of Revival of Corporate Existence (Petitioner must also state in its
Petition its proposed new corporate name, which must be duly reserved with the
Commission); and
ix. If Petitioner is an expired corporation which already availed of re-registration, in
accordance with Memorandum Circular No. 13, Series of 2019 (Amended Guidelines
and Procedures on the Use of Corporate and Partnership Names), or other
memorandum circulars issued by the Commission pertaining to re-registration, that:
1. The re-registered corporation has given its consent to the Petitioner to use
its corporate name, and has undertaken to undergo voluntary dissolution
immediately after the issuance of the Petitioner’s Certificate of Revival; or
2. The re-registered corporation has given its consent to the Petitioner to use
its corporate name, and has undertaken to change its corporate name
immediately after the issuance of the Petitioner’s Certificate of Revival;
x. Petitioner has not undergone a liquidation proceeding prior the filing of the Petition.

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2. Verification/Certification Against Forum Shopping signed by the corporation’s duly authorized To be provided by the petitioner.
representative designated in the Secretary Certificate (Sec. 3-4, Rule 3, Part III 2016 SEC Rules of
Procedure);
To be provided by the petitioner.
3. Notarized Secretary's Certificate and Director’s Certificate (2 original copies) stating therein
the following:
a. Name of the Corporation, SEC Registration number, and name of the duly authorized
representative;
b. Meeting held at principal office;
c. Date and time of the Meeting;
d. Revival of corporate existence is approved by at least majority of Directors/Trustees, and
ratified by the stockholders representing at least majority of the outstanding capital stock
or at least majority of the members, in the case of a nonstock corporation, in the presence
of a valid quorum;
e. Date of incorporation, date of expiration of corporate term, and date of board resolution
approving the revival of the corporate term, and the filing of the Petition for Revival of
Corporate Existence with the SEC.
4. Updated Compliance Monitoring Division (CMD) Clearance (2 photocopies); Request for updated monitoring clearance must
5. Documentary Requirements: be sent to
a. Photocopy of Petitioner’s Certificate of Incorporation and Articles of Incorporation; [email protected]
b. Photocopy of Petitioner’s Certificate/s of Filing of Amended Articles of Incorporation, with
the respective Amended Articles of Incorporation, if Petitioner’s Articles of Incorporation
Certified True Copy (CTC) of the Approved
were amended: Articles of Incorporation and/or By-Laws may
c. Revived Articles of Incorporation, consisting of Petitioner’s latest Amended Articles of be requested through www.secexpress.ph
Incorporation and the proposed changes in the corporate term to be effected by the revival,
which shall be underlined;

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d. Petitioner’s duly accomplished General Information Sheet (GIS) as of the date of expiration
of its corporate term, or an equivalent document, such as, but not limited to, Secretary’s
Certificate indicating the list of stockholders and officers with the corresponding
stockholdings;
e. Notarized list of stockholders or members as of the date of approval of the revival, stating
their names, their nationalities, and number of shares subscribed, amount subscribed and
paid, or the respective members’ contributions for nonstock corporations, certified by the
Corporate Secretary;
f. If there has been a change in the composition of the stockholders or members since the
expiration of Petitioner’s corporate term, the GIS of the Petitioner as of the date of
stockholders’ or members’ approval of the resolution to file the Petition for Revival of its
corporate existence, or the date of the board of directors’ or trustees’ approval of the filing
of the said Petition, whichever is later;
g. Photocopy of the supporting evidence (e.g. Deed of Sale with the Certificate Authorizing
Registration, Deed of Assignment, Death Certificate of a stockholder/member, and
Extrajudicial Settlement of the Estate of a stockholder/member) referred to in the
Reconciliation of the changes in the composition of the stockholders or members;
h. Photocopy of Petitioner’s Audited Financial Statements as of the date of expiration of its
corporate term, and for the year immediately preceding, as audited by an independent
Certified Public Account;
i. Photocopy of Petitioner’s Audited Financial Statements as of the date not exceeding one
hundred twenty (120) days prior to the date of filing of the Petition for Revival, and for the
year immediately preceding, as audited by an independent Certified Public Account;
j. Photocopy of the Official Receipt/s for the payment of the Petition and Filing fees;
k. A favorable recommendation of the appropriate government agency in the case of banks,
banking and quasi-banking institutions, preneed, insurance and trust companies, NSSLAs,
pawnshops, corporations engaged in money service business, and other financial
intermediaries;

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 l. If Petitioner’s corporate name has already been validly reused, and is currently being used,
by another existing corporation duly registered with the Commission, Proof of Reservation
of Petitioner’s Proposed New Corporate Name; and
m. If Petitioner is an expired corporation which already availed of re-registration, in
accordance with Memorandum Circular No. 13, Series of 2019 (Amended Guidelines and
Procedures on the Use of Corporate and Partnership Names), or other memorandum
circulars issued by the Commission pertaining to re-registration, Certification, under oath,
issued by the Corporate Secretary of the re-registered corporation stating that:
i. The re-registered corporation has given its consent to the Petitioner to use its
corporate name, and has undertaken to undergo voluntary dissolution immediately
after the issuance of the Petitioner’s Certificate of Revival; or
ii. The re-registered corporation has given its consent to the Petitioner to use its
corporate name, and has undertaken to change its corporate name immediately after
the issuance of the Petitioner’s Certificate of Revival.
n. Directors’/Trustees’ Certificate attesting that Petitioner has not undergone a liquidation
proceeding prior to the filing of the Petition for Revival of Corporate Existence.

*Pertinent provisions for the Revival of Expired Corporation are provided under SEC
Memorandum Circular No. 23, Series of 2019: (https://www.sec.gov.ph/rcc-mc/mc-no-23-s-2019-
guidelines-on-the-revival-of-expired-corporations-pursuant-to-section-11-of-the-revised-
corporation-code-of-the-philippines)

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 1.3. Request for Voluntary Dissolution, Where No Creditors are Affected under
Section 134 of the Revised Corporation Code
CHECKLIST OF REQUIREMENTS WHERE TO SECURE

1. Verified Request for Voluntary Dissolution To be provided by the petitioner.

a. A Verified Request for Voluntary Dissolution must pertain to a single corporation only. The
consolidation in one (1) petition involving two (2) or more corporations is not allowed;
b. The Verified Petition must be signed and verified by the corporation’s duly authorized
representative designated in the Secretary’s Certificate (2 original copies);
c. The Verified Petition must state:
i. The corporate name, SEC registration number, principal office of the corporation
and email address of the corporation as required pursuant to SEC Memorandum
Circular No. 28, Series of 2020;
ii. The complete name, position in the corporate structure of the corporation, and
mailing address of the authorized representative of the corporation;
iii. The reason for dissolution;
iv. Form, Manner, and Time the notice was given:
1. At least twenty (20) days prior to meeting;
2. To each shareholder or member of record by any means authorized under its
by-laws, regardless of whether they are entitled to vote at the meeting,
pursuant to Section 50 of the Revised Corporation Code;
3. Stating the time, place, and object of the meeting;
4. Published once prior to date of meeting in a newspaper were the principal
office is located, or if no newspaper is published in such place, in a newspaper
of general circulation in the Philippines; and
5. Purpose is to vote on the dissolution, accompanied by the following:

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 a. Agenda of the meeting;
b. Proxy form; and
c. Requirements and procedures to be followed for attendance,
participation, and voting by remote communication or in absentia, if
applicable;
v. Names of the stockholders and directors, or members and trustees, who approved
the dissolution, provided:
1. That majority of the directors or trustees, and the stockholders owning or
controlling at least a majority of the outstanding capital stock including the
holders of non-voting shares or majority of the members voted for the
dissolution;
vi. The above-mentioned stockholders and directors, or members and trustees are the
duly elected directors or trustees, and the stockholders or members of record as
of the date of the meeting;
vii. No pending intra-corporate dispute;
viii. The date, place, and time of the meeting in which the vote was made; and
ix. Details of publication, such as:
1. Name of the newspaper;
2. Complete name of the publisher;
3. Principal office of the publisher;
4. Area of circulation of the newspaper;
5. Date when the notice was published; and
6. Contents of the notice as published
2. Verification and Certification Against Forum Shopping signed by the Petitioner’s duly
To be provided by the petitioner.
Authorized Representative;
To be provided by the petitioner.
3. Documentary Requirements:

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a. Notarized copy of the Board Resolution or Directors’/Trustees’ Certificate authorizing the
dissolution and designating an authorized representative to file the verified request for
dissolution, signed by majority of the board and countersigned by the corporate secretary;
b. Publisher’s affidavit of publication of the notice of meeting;
c. Latest due General Information Sheet;
d. Audited Financial Statements (AFS) of the last fiscal year, except:
i. Where the applicant has ceased operations of at least one (1) year, submit:
1. AFS as of the last year of operation; and
2. Affidavit of Non-Operation certified under oath by the President and
treasurer;
ii. Where the applicant has no operation since incorporation, submit:
1. Balance Sheet certified under oath by the Treasurer and President;
2. Affidavit of Non-Operation certified under oath by the President and
treasurer;
3. Certificate of Non-Registration issued by the BIR;
iii. Where the applicant corporation is (stock/nonstock) is with total assets or liabilities
of less than Six Hundred Thousand Pesos (Php600,000.00), it shall submit its
Balance Sheet as of the last preceding fiscal year certified under oath by the
President and Treasurer;
e. Affidavit executed under oath by President and Treasurer that:
i. The dissolution is not prejudicial to the interest of the creditors; and
ii. There is no opposition from any creditors from the time of publication of notice of
dissolution up to the filing of the dissolution;
f. BIR Tax Clearance;
g. Notarized Secretary’s Certificate of no-pending case involving intra-corporate dispute; and
h. Clearance/favorable recommendation from other departments or from appropriate
regulatory agency, when necessary;

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*For a One Person Corporation (OPC), in lieu of the submission of the notarized copy of the Board
Resolution or Directors’/Trustees’ Certificate, a SOLE DIRECTOR CERTIFICATE shall be required
to be published and submitted.

**Pertinent provisions for the Voluntary Dissolution, Where No Creditors are Affected are
provided under SEC Memorandum Circular No. 5, Series of 2022: (https://www.sec.gov.ph/mc-
2022/mc-no-5-s-of-2022/)

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 1.4. Petition for Cancellation or Substitution of Payment in relation to the Use of
Properties that Require Ownership Registration as Paid Up Capital
CHECKLIST OF REQUIREMENTS WHERE TO SECURE

1. Verified Petition for Cancellation or Substitution of Payment in relation to the Use of Properties To be provided by the petitioner.
that require Ownership Registration as Paid-Up Capital
2. Notarized Board Resolution approving the cancellation or substitution of payment.
3. Additional Requirements:
Affidavits, documents and other evidence supporting the Petition (2 original copies, 1 photocpy)

*Essential contents of the verified petition shall be in accordance with the 2016 SEC Rules of Procedure.

**For a One Person Corporation (OPC), in lieu of the submission of the notarized copy of the Board
Resolution or Directors’/Trustees’ Certificate, a SOLE DIRECTOR CERTIFICATE shall be required to be
published and submitted.

***Pertinent provisions for the Petition for Cancellation or Substitution of Payment in relation to
the Use of Properties that require Ownership Registration as Paid-Up Capital are provided under
SEC Memorandum Circular No. 14, series of 2013 (https://www.sec.gov.ph/mc-2013/sec-
memorandum-circular-no-14-2/)

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 FEES TO BE
AGENCY ACTIONS PROCESSING TIME PERSON RESPONSIBLE
CLIENT STEPS PAID
1. Copy of the verified petition with 1. Acknowledge the receipt of the Within a period of not Administrative Assistant
supporting documents shall be verified petition with exceeding three (3) II/
filed electronically by sending a supporting documents. working days from Administrative Officer II
Word File and Portable submission (electronic
1.1. Record the case to the case
Document Format (PDF) to filing) of the copy of the
management system (excel
cprd_petitionforcorrection@s verified petition with Administrative Assistant
file).
ec.gov.ph with a subject title: supporting documents. II/
FILING OF PETITION FOR 1.2. Assess the completeness of Administrative Officer II
CORRECTION OF_(INSERT the verified petition with its
NAME OF CORPORATION). supporting documents.
Handling Lawyer
1.3. Upon confirmation of the
completeness of the verified
petition the Client shall also
be advised for the payment
of filing fee in the amount of
PHP 3,060.00 Administrative Assistant
II/
Administrative Officer II
2. Upon receipt of the Payment Petition Fee, 15 minutes Administrative Assistant
Assessment Form (PAF), the Client P 3,000.00 II
may proceed to pay the filing fee via:
*Documentary
Electronic System for Payment to Stamp Taxes -
SEC (eSPAYSEC) URL:
P30.00
https://espaysec.sec.gov.ph/paym
**Legal
ent-portal/home
Research Fee-

16
 FEES TO BE
AGENCY ACTIONS PROCESSING TIME PERSON RESPONSIBLE
CLIENT STEPS PAID
1. Copy of the verified petition with 1. Acknowledge the receipt of the Within a period of not Administrative Assistant
supporting documents shall be verified petition with exceeding three (3) II/
filed electronically by sending a supporting documents. working days from Administrative Officer II
Word File and Portable submission (electronic
1.1. Record the case to the case
Document Format (PDF) to filing) of the copy of the
management system (excel
cprd_petitionforcorrection@s verified petition with Administrative Assistant
file).
ec.gov.ph with a subject title: supporting documents. II/
FILING OF PETITION FOR 1.2. Assess the completeness of Administrative Officer II
CORRECTION OF_(INSERT the verified petition with its
NAME OF CORPORATION). supporting documents.
Handling Lawyer
1.3. Upon confirmation of the
completeness of the verified
petition the Client shall also
be advised for the payment
of filing fee in the amount of
PHP 3,060.00 Administrative Assistant
II/
Administrative Officer II
1% of the Filing
Fee (P30.00)

17
 FEES TO BE
AGENCY ACTIONS PROCESSING TIME PERSON RESPONSIBLE
CLIENT STEPS PAID
1. Copy of the verified petition with 1. Acknowledge the receipt of the Within a period of not Administrative Assistant
supporting documents shall be verified petition with exceeding three (3) II/
filed electronically by sending a supporting documents. working days from Administrative Officer II
Word File and Portable submission (electronic
1.1. Record the case to the case
Document Format (PDF) to filing) of the copy of the
management system (excel
cprd_petitionforcorrection@s verified petition with Administrative Assistant
file).
ec.gov.ph with a subject title: supporting documents. II/
FILING OF PETITION FOR 1.2. Assess the completeness of Administrative Officer II
CORRECTION OF_(INSERT the verified petition with its
NAME OF CORPORATION). supporting documents.
Handling Lawyer
1.3. Upon confirmation of the
completeness of the verified
petition the Client shall also
be advised for the payment
of filing fee in the amount of
PHP 3,060.00 Administrative Assistant
II/
Administrative Officer II
3. Physical copies of the original 1. Upon receipt of the proof of Within 1 day from receipt Administrative Assistant
verified petition with supporting payment via email, the CAD of Client’s official receipt II
documents shall be submitted shall proceed with the or proof of payment.
personally or over the counter at docketing and raffling of the
the SEC ROBINSONS GALLERIA Petition for Correction. The
SATELLITE OFFICE located at Client shall receive an update
4th Floor, Robinsons Galleria, on the requested petition.
Ortigas Avenue, Ortigas Center,
Quezon City. a. Notation of the
Petition

18
 FEES TO BE
AGENCY ACTIONS PROCESSING TIME PERSON RESPONSIBLE
CLIENT STEPS PAID
1. Copy of the verified petition with 1. Acknowledge the receipt of the Within a period of not Administrative Assistant
supporting documents shall be verified petition with exceeding three (3) II/
filed electronically by sending a supporting documents. working days from Administrative Officer II
Word File and Portable submission (electronic
1.1. Record the case to the case
Document Format (PDF) to filing) of the copy of the
management system (excel
cprd_petitionforcorrection@s verified petition with Administrative Assistant
file).
ec.gov.ph with a subject title: supporting documents. II/
FILING OF PETITION FOR 1.2. Assess the completeness of Administrative Officer II
CORRECTION OF_(INSERT the verified petition with its
NAME OF CORPORATION). supporting documents.
Handling Lawyer
1.3. Upon confirmation of the
completeness of the verified
petition the Client shall also
be advised for the payment
of filing fee in the amount of
PHP 3,060.00 Administrative Assistant
II/
Administrative Officer II
b. Forward he verified The case shall be decided
Petition and its or resolved for a period
Note: Submission may be done attachments with not exceeding one (1)
through any courier via registered proof of payment of year from the date of
mail (ex. PhilPOST, LBC, JRS, J&T)
the filing fee to CRMD- Order submitting the
addressed to the following:
Lawyers same for Resolution.
SEC Company Registration
and Monitoring Department c. Issuance of order or
(CRMD) resolution, or Certificate
of Revival/Dissolution

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 FEES TO BE
AGENCY ACTIONS PROCESSING TIME PERSON RESPONSIBLE
CLIENT STEPS PAID
1. Copy of the verified petition with 1. Acknowledge the receipt of the Within a period of not Administrative Assistant
supporting documents shall be verified petition with exceeding three (3) II/
filed electronically by sending a supporting documents. working days from Administrative Officer II
Word File and Portable submission (electronic
1.1. Record the case to the case
Document Format (PDF) to filing) of the copy of the
management system (excel
cprd_petitionforcorrection@s verified petition with Administrative Assistant
file).
ec.gov.ph with a subject title: supporting documents. II/
FILING OF PETITION FOR 1.2. Assess the completeness of Administrative Officer II
CORRECTION OF_(INSERT the verified petition with its
NAME OF CORPORATION). supporting documents.
Handling Lawyer
1.3. Upon confirmation of the
completeness of the verified
petition the Client shall also
be advised for the payment
of filing fee in the amount of
PHP 3,060.00 Administrative Assistant
II/
Administrative Officer II
CORPORATE ADJUDICATION Note: Order of Revival Handling Lawyer/ Chief
DIVISION (CAD) of Corporate Existence Counsel/ Assistant
is subject to the final Director/ Commission En
Receiving Section, Basement
approval and sign-off of Banc
2
the Commission En Banc
7907 Makati Avenue,
Barangay Bel-Air, Makati
City

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 FEES TO BE
AGENCY ACTIONS PROCESSING TIME PERSON RESPONSIBLE
CLIENT STEPS PAID
1. Copy of the verified petition with 1. Acknowledge the receipt of the Within a period of not Administrative Assistant
supporting documents shall be verified petition with exceeding three (3) II/
filed electronically by sending a supporting documents. working days from Administrative Officer II
Word File and Portable submission (electronic
1.1. Record the case to the case
Document Format (PDF) to filing) of the copy of the
management system (excel
cprd_petitionforcorrection@s verified petition with Administrative Assistant
file).
ec.gov.ph with a subject title: supporting documents. II/
FILING OF PETITION FOR 1.2. Assess the completeness of Administrative Officer II
CORRECTION OF_(INSERT the verified petition with its
NAME OF CORPORATION). supporting documents.
Handling Lawyer
1.3. Upon confirmation of the
completeness of the verified
petition the Client shall also
be advised for the payment
of filing fee in the amount of
PHP 3,060.00 Administrative Assistant
II/
Administrative Officer II
Please note that it cannot be done by
availing GRAB, TIKTOK, LALAMOVE,
et., since a form must be filled out and
signed as proof submission.
Date of filing shall be the date
indicated on the official receipt issued
to the Client upon payment of the
filing fee.

21
 FEES TO BE
AGENCY ACTIONS PROCESSING TIME PERSON RESPONSIBLE
CLIENT STEPS PAID
1. Copy of the verified petition with 1. Acknowledge the receipt of the Within a period of not Administrative Assistant
supporting documents shall be verified petition with exceeding three (3) II/
filed electronically by sending a supporting documents. working days from Administrative Officer II
Word File and Portable submission (electronic
1.1. Record the case to the case
Document Format (PDF) to filing) of the copy of the
management system (excel
cprd_petitionforcorrection@s verified petition with Administrative Assistant
file).
ec.gov.ph with a subject title: supporting documents. II/
FILING OF PETITION FOR 1.2. Assess the completeness of Administrative Officer II
CORRECTION OF_(INSERT the verified petition with its
NAME OF CORPORATION). supporting documents.
Handling Lawyer
1.3. Upon confirmation of the
completeness of the verified
petition the Client shall also
be advised for the payment
of filing fee in the amount of
PHP 3,060.00 Administrative Assistant
II/
Administrative Officer II
Note: In case of an order directing the
submission of additional
requirements and other directives
deemed necessary for the timely
processing of the verified petition, the
running of the period provided
herein, shall be tolled pending
compliance of the petitioner.

22
 FEES TO BE
AGENCY ACTIONS PROCESSING TIME PERSON RESPONSIBLE
CLIENT STEPS PAID
1. Copy of the verified petition with 1. Acknowledge the receipt of the Within a period of not Administrative Assistant
supporting documents shall be verified petition with exceeding three (3) II/
filed electronically by sending a supporting documents. working days from Administrative Officer II
Word File and Portable submission (electronic
1.1. Record the case to the case
Document Format (PDF) to filing) of the copy of the
management system (excel
cprd_petitionforcorrection@s verified petition with Administrative Assistant
file).
ec.gov.ph with a subject title: supporting documents. II/
FILING OF PETITION FOR 1.2. Assess the completeness of Administrative Officer II
CORRECTION OF_(INSERT the verified petition with its
NAME OF CORPORATION). supporting documents.
Handling Lawyer
1.3. Upon confirmation of the
completeness of the verified
petition the Client shall also
be advised for the payment
of filing fee in the amount of
PHP 3,060.00 Administrative Assistant
II/
Administrative Officer II
For documents that have annex/es, a
separate scanned file for each
annex (PDF Format) must be filed
using the prescribed file name. (Ex.
Petition for Correction – Annex “A”;
Petition for Correction – Annex “B”;
and so forth)

23
 FEES TO BE
AGENCY ACTIONS PROCESSING TIME PERSON RESPONSIBLE
CLIENT STEPS PAID
1. Copy of the verified petition with 1. Acknowledge the receipt of the Within a period of not Administrative Assistant
supporting documents shall be verified petition with exceeding three (3) II/
filed electronically by sending a supporting documents. working days from Administrative Officer II
Word File and Portable submission (electronic
1.1. Record the case to the case
Document Format (PDF) to filing) of the copy of the
management system (excel
cprd_petitionforcorrection@s verified petition with Administrative Assistant
file).
ec.gov.ph with a subject title: supporting documents. II/
FILING OF PETITION FOR 1.2. Assess the completeness of Administrative Officer II
CORRECTION OF_(INSERT the verified petition with its
NAME OF CORPORATION). supporting documents.
Handling Lawyer
1.3. Upon confirmation of the
completeness of the verified
petition the Client shall also
be advised for the payment
of filing fee in the amount of
PHP 3,060.00 Administrative Assistant
II/
Administrative Officer II
TOTAL PHP 3,060.00 One (1) Year and Six
(6) Days

Filing of Petition is covered by Highly Technical within the context of Section 5 of the Securities Regulation Code, 2015
Implementing Rules and Regulations of the Securities Regulation Code, Section 179 of the Revised Corporation Code, and SEC
2016 Rules of Procedure.

24
 2. Two (2) -Party Complaint/Petition
This service details the procedure for applying for a Two-Party Action/Complaint.

Division & Corporate Adjudication Division, Company Registration and Monitoring Department
Department/Office
Classification Highly Technical within the context of Section 5 of the Securities Regulation Code, 2015 Implementing Rules and Regulations
of the Securities Regulation Code, Section 179 of the Revised Corporation Code, and SEC 2016 Rules of Procedure.

Historically, Section 3 of Republic Act (RA) No. 9485 (“Anti-Red Tape Act of 2007”) states that those performing judicial,
quasi-judicial and legislative functions are excluded from its coverage. When RA No. 9485 was amended by RA No. 11032
(“Ease of Doing Business and Efficient Government Service Delivery Act of 2018”), quasi-judicial function is still deemed
excluded because Section 3 of the latter Act provides that it shall apply to all government offices that provide services
covering business and nonbusiness related transactions as defined in said Act.

“Government Service” is defined in Section 4 of RA No. 11032 as the process or transaction between applicants or requesting
parties and government offices or agencies involving applications for any privilege, right, reward, license, clearance, permit
or authorization, concession, or for any modification, renewal or extension of the enumerated applications or requests which
are acted upon in the ordinary course of business of the agency or office concerned.

Relatively, pertinent provisions under Title XVI of the Revised Corporation Code are quoted as follows:

“Sec. 154. Investigations and Prosecution of Offenses. – The Commission may investigate an alleged violation of this Code, or
of a rule, regulation, or order of the Commission.

xxx xxx xxx

Sec. 158. Administrative Sanctions. – If, after due notice and hearing, the Commission finds that any provision of this Code,
rules or regulations, or any of the Commission’s orders has been violated, the Commission may impose any or all of the
following sanctions, taking into consideration the extent of participation, nature, effects, frequency and seriousness of the
violation:

25
 xxx xxx xxx.”

Under Sec. 5(l) of the Securities Regulation Code, the Commission has also the power to issue subpoena duces tecum and
summon witnesses to appear in any proceedings of the Commission and in appropriate cases, order the examination, search
and seizure of all documents, papers, files and records, tax returns, and books of accounts of any entity or person under
investigation as may be necessary for the proper disposition of the cases before it, subject to the provisions of existing laws.

Based on the foregoing provisions, the SEC has inherent quasi-judicial power which authorizes it to hear and decide cases in
the performance of its duty and enforce its decisions in accordance with law.

It must be noted that administrative adjudication, or the authority to hear and decide cases pursuant to the laws implemented
by an administrative agency, DOES NOT involve approval of applications for any privilege, right, reward, license, clearance,
permit or authorization, concession, or for any modification, renewal or extension of the enumerated applications or
requests. As such, administrative adjudication DOES NOT fall within the ambit of Section 3 of RA No. 11032 because it is not
the “Government Service” contemplated in Section 4 thereof and is therefore, not subject to the prescribed processing times
for Government Services under Section 9 of the same Act. We note that Section 9 of RA No. 11032 is entitled “Accessing
Government Services”, which clearly applies to “Government Service” as defined in Section 4 thereof (i.e. applications for any
privilege, right, reward, license, clearance, etc.).
Type of Transaction ☒Government to Citizen (G2C)
☒Government to Business (G2B)
☐Government to Government (G2G)
Type of Service External Service
Who may avail Target SEC Others, please specify: Registered domestic corporations through their
Clients/Stakeholders/Customers Authorized Representatives
Guidelines During NO
Pandemic

26
 2.1. Violation of Right for Inspection and/or Reproduction of Corporate Books and
Records
CHECKLIST OF REQUIREMENTS WHERE TO SECURE

1. Verified Complaint
a. Must pertain to a single corporation only. The consolidation in one (1) petition
involving two (2) or more corporations is not allowed;
b. The Verified Complaint must be signed and verified;
c. Allegations of the unjust refusal to allow to inspect and/or reproduce the Corporate
Books and Records
d. The Verified Complaint is not filed to harass, cause unnecessary delay, or needlessly To be provided by the Complainant.
increase the cost of regulation and/or litigation.
e. The Verified Complaint is done in good faith.
2. Certification Against Forum Shopping duly signed by the complainant.

3. Affidavit/s and Documents necessary to support the claims relied upon.

*See Section 73 of the Revised Corporation Code and SEC Memorandum Circular No. 25,
Series of 2020

27
 2.2. Revocation of Certificate of Registration
CHECKLIST OF REQUIREMENTS WHERE TO SECURE

1. Verified Petition
a. A Verified Petition must pertain to a single corporation only. The consolidation in
one (1) petition involving two (2) or more corporations is not allowed;
b. The Verified Petition must be signed and verified by the corporation’s duly
authorized representative designated in the Secretary’s Certificate; and
c. Claims and allegations justifying the revocation of the corporation
2. Certificate Against Forum Shopping To be provided by the Petitioner.
3. Secretary’s Certificate authorizing the filing of the complaint in the case of a Corporation
4. Affidavits and other documentary evidence to support the claims relied upon.

*See SEC Memorandum Circular No. 5, Series of 2022, pursuant to Section 138 of the Revised
Corporation Code and Section 6 (i) of P.D. 902-A

28
 2.3. Marking of General Information Sheet (GIS) as Disputed
CHECKLIST OF REQUIREMENTS WHERE TO SECURE

1. Verified Petition
a. A Verified Petition must pertain to a single corporation only. The consolidation in
one (1) petition involving two (2) or more corporations is not allowed;
b. Allegations on why the Party is disputing the General Information Sheet (“GIS”) of
the Corporation and the specific year/s that the Party is requesting to be marked as To be provided by the Petitioner.
“disputed.”
2. General Information Sheet to be marked as disputed

3. Other Documents to support the claims contained in the Verified Petition

29
 2.4. Disqualification, Investigation, and/or Removal of Directors/Trustees or
Officers of Corporation
CHECKLIST OF REQUIREMENTS WHERE TO SECURE

1. Verified Complaint
a. Names and addresses of the parties;
b. Legal basis for the disqualification/removal
c. Statement of material or relevant facts;
d. Issues to be resolved; To be provided by the Complainant.
e. Reliefs sought which must specifically include the prayer for removal;
f. Proof of authority of the representative of the juridical person, if applicable;
g. Documentary evidence, affidavits of witnesses, and other such pieces of evidence
necessary to establish the prima facie truth of the factual allegations therein;
h. Proof of payment of the filing fee;
i. Verification and Certification against forum shopping;

30
 CLIENT STEPS AGENCY ACTIONS FEES TO BE PROCESSING TIME PERSON
PAID RESPONSIBLE

1. Copy of the verified petition with 2. Acknowledge the receipt

supporting documents shall be filed of the verified petition Within a period of not Administrative
electronically by sending a Microsoft Word with supporting exceeding five (5) Assistant II
File and Portable Document Format (PDF) documents. working days from
via electronic mail to a. Record the case to submission (electronic
cprd_2partycomplaints- the case filing) of the copy of the
[email protected] (for all other management verified petition with
Petitions) with a subject title: FILING OF system (excel file). supporting documents.
PETITION FOR (Action to be taken) 3. Assess the completeness
of the verified petition Handling lawyer
with supporting
documents. Upon
confirmation of the
completeness of the
verified petition with
supporting documents,
the Client shall be issued a
Payment Assessment
Form (PAF) for the
payment of filing fee in
the amount of PHP
3,060.00.

31
 2. Upon receipt of the Payment Assessment
Form (PAF), the Client may proceed to pay Petition Fee, Administrative
the filing fee via: Assistant II
P 3,000.00

*Documentary
Electronic System for Payment to SEC
Stamp Taxes -
(eSPAYSEC) URL:
P30.00
https://espaysec.sec.gov.ph/payment-
portal/home *Legal Research
Fee-

1% of the Filing
Fee (P30.00)

3. Physical copies of the original verified 1. Upon receipt of the proof Within one (1) day from Administrative
petition with supporting documents shall of payment via email, the receipt of Client’s official Assistant II
be submitted personally or over the CAD shall proceed with receipt or proof of
counter at the SEC ROBINSONS GALLERIA the docketing and raffling payment.
SATELLITE OFFICE located at 4th Floor, of the Verified Petition.
Robinsons Galleria, Ortigas Avenue, a. Notation of the
Ortigas Center, Quezon City. Petition

Note: Submission may be done through any

courier via registered mail (ex. PhilPOST, LBC,
JRS, J&T) addressed to the following:
SEC Company Registration and
Monitoring Department (CRMD)

32
 CORPORATE ADJUDICATION DIVISION b. Forward the Administrative
(CAD) verified Petition Assistant II
Receiving Section, Basement 2 and its
7907 Makati Avenue, Barangay Bel-Air, attachments with
Makati City proof of payment
of the filing fee to
Please note that it cannot be done by availing GRAB, the assigned
TIKTOK, LALAMOVE, etc., since a form must be filled CRMD-Lawyers.
out and signed as proof of submission. CRMD
c. Issuance of order The case shall be
Lawyers/Chief
or resolution decided or resolved for a
Date of filing shall be the date indicated on the Counsel/Assistant
period not exceeding
official receipt issued to the Client upon payment Director/Director
one (1) year from the
of the filing fee.
date of Order submitting
the same for Resolution
Note: In case of an order directing the submission
of additional requirements and other directives
deemed necessary for the timely processing of the
verified petition, the running of the period
provided herein, shall be tolled pending
compliance of the petitioner.
For documents that have annex/es, a separate
scanned file for each annex (PDF Format)
must be filed using the prescribed file name. (Ex.
Petition for Correction – Annex “A”; Petition for
Correction – Annex “B”; and so forth)

33
 TOTAL PHP 3,060.00 One (1) Year and Six
(6) Days

Filing of Petition and/or Complaint is covered by Highly Technical within the context of Section 5 of the Securities Regulation Code, 2015 Implementing
Rules and Regulations of the Securities Regulation Code, Section 179 of the Revised Corporation Code, and SEC 2016 Rules of Procedure.

34