PRINCIPAL OFFICE ADDRESS OF CORPORATIONS AND PARTNERSHIPS

Whereas,
prior to the issuance of SEC Memorandum Circular No. 3, series of 2006,
the Commission had allowed registrant corporations and partnerships to
indicate in their principal office address only the name of the city,
town or municipality where they conduct business, and considered “Metro
Manila” as a principal office address;

Whereas, on 16 February 2006, the Commission issued the
abovementioned Circular directing registrant-corporations and
partnerships to state in their Articles of Incorporation or Articles of
Partnership, the specific address of their principal office, which
shall, include, if feasible, the street number, street name, barangay,
city or municipality; and that “Metro Manila” shall no longer be allowed
as address of the principal office;

Whereas, on 20 February 2014, the Commission issued SEC
Memorandum Circular No. 6, series of 2014, directing existing
corporations and partnerships whose articles of incorporation or
articles of partnership still indicate a general address as their
principal office address, such as a city, town or municipality, or
“Metro Manila”, to file, on or before 31 December 2014, an amended
articles of incorporation or amended articles of partnership, as the
case maybe, in order to specify their complete addresses, such that it
has a street number, street name, barangay, city or municipality, and if
applicable, the name of the building, the number of the building, and
name or number of the room or unit.

Whereas, to ease the burden on the part of affected
corporations and partnerships in effecting an amendment of their
articles whenever they transfer or move to a new location, the following
guidelines shall be observed:

1. In the event that a corporation whose principal office address
   as indicated in its articles is already specific and complete or fully
   compliant with the aforementioned Circulars, has moved or moves to
   another location within the same city or municipality, the corporation
   is not required to file an amended articles of incorporation. However,
   it must declare its new or current specific address in its General
   Information Sheet (GIS) within fifteen (15) days from transfer to its
   new location or effectivity of this Circular. “Metro Manila” shall not
   be considered a city or municipality for this purpose.
2. Notwithstanding the above provision, a corporation is not
   precluded from filing an amended articles of incorporation to indicate
   its new location within the same city or municipality of its former
   address;
3. Failure on the part of the corporation to file the GIS within
   the prescribed period shall constitute a violation of Section 16 of the
   Corporation Code and shall subject the corporation to the imposition of
   penalty in accordance with the existing scale of fines;
4. In all other cases, the corporation must file an amended
   articles of incorporation to indicate its new location in another city
   or municipality;
5. In the case of a partnership, considering that it has no
   obligation to file the GIS, it is required to file an amended articles
   of partnership every time it transfers to a new location within the same or another city or municipality.
6. Corporations and partnerships shall be deemed to have been duly
   notified or validly served where the Commission has sent its subpoena,
   summons, notice, show cause letter, and other communications to the
   address indicated in the articles of incorporation or partnership,
   and/or GIS, as the case may be.
7. All other circulars, rules, orders, issuances and opinions, or
   parts thereof that are inconsistent with this Memorandum Circular are
   hereby repealed or modified accordingly.

This Circular shall take effect on 01 January 2015 after its publication in a newspaper of general circulation.

Mandaluyong City, Philippines.

August 13, 2014.

(SGD) TERESITA J. HERBOSA

Chairperson