| SEC matters: GIS form and fixing the principal place of business |
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The General Information Sheet (GIS) is one of the documents required to be submitted to the SEC on a yearly basis. As pescribed in SEC Circular No. 5 (2006), starting 1 April 2006, only filings that conform to the format of the official GIS form shall be accepted by SEC. Any deviation shall be considered as non-compliant with existing rules and regulation and, hence, will not be accepted.
On the other hand, corporations are no longer allowed to use “Metro Manila” as a principal place of business in the Articles of Incorporation (”AOI”), as provided under Memorandum Circular No. 3 (26 January 2006) of the Securities and Exchange Commission (SEC). Prior to this Circular, corporations located within Metro Manila usually indicate “Metro Manila”, without specifying the city or municipality where they are actually located, as their corporate address or principal place of business. This is intended to obviate the need of amending the AOI if the corporation subsequently transfers its place of business. From a litigation point of view, the more obvious significance is the determination of venue in filing of cases. Like natural persons or individuals, a corporation also has a residence, which is the address specified in its AOI duly filed with the SEC. A case may be filed, for or against the corporation, at a court where the corporation “resides”. Anyway, these are merely some of the reportorial requirements that a corporation must comply. This may seem burdensome and weigh against the corporation as a form of conducting business. The advantages, however, generally outweighs the disadvantages. This will be the subject of another post.
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