SEC Memorandum Circular No. 5 dated 17 July 2008; Guidelines and Procedures on the Use of Corporate and Partnership Names

1 Dentral ng Pil nas

SUPERVISION AND EXAMINATION SECTOR OFFICE OF THE DEPUTY GOVERNOR

CIRCULAR LETTER NO. CL-2008.053

To : ALL BANKS AND NON-BANK FINANCIAL INSTITUTIONS

Subject SEC Memorandum Circular No.5 dated 17 July 2008 - Guidelines and Procedures on the Use of Corporate and Partnership Names

issued by the Securities and Exchange Commission on the guidelines and procedures on the use of corporate and partnership names. Quoted hereunder is the SEC Memorandum No. 5 dated 17 July 2008

in the country, the Commission is adopting the following guidelines and procedures in the registration of corporate and partnership names: "To keep abreast with developments in business and information technology

1. a) The corporate name shall contain the word Corporation' or 'Incorporated, ' or the abbreviations 'Corp. ' or 'Inc., ' respectively:

b The partnership name shall bear the word 'Company' or 'Co. ' and if

partnership name may bear the word 'Company,' :Associates,' or it is a limited partnership, the word 'Limited' or 'Ltd.' A professional 'Partners, ' or other similar descriptions;

C The corporate name of a foundation shall use the word 'Foundation.

2. A term that describes the business of a corporation in its name should refer to the primary purpose and the second to the secondary purpose. refer to its primary purpose. If there are two such terms, the first should

3. a) The name shall not be identical, misleading or confusingly similar to a the Department of Trade and Industry, in the case of sole proprietorships; corporate or partnership name registered with the Commission, or with

b) if the name applied for is similar to that of a registered corporation or partnership, the applicant shall add one or more distinctive words to the proposed name to remove the similarity or differentiate it from the registered name;

PAnAnALAPInG MAtaTAG, BAnSAng PAnAtAg A. Mabini St., Malate 1004 Manila, Phitippines Trunkline (632) 524-70-11 URL:www.bsp.gov.ph e-mail: [email protected]

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allowed if the registered name is coined or unique unless the board of However, the addition of one or more distinctive words shall not be partnership gives its consent to the applied name; directors or majority of the partners of the subiect corporation or

c) Punctuation marks, spaces, signs, symbols and other similar acceptable as distinguishing words for purposes of differentiating a proposed name from a registered name. characters, regardless of their form or arrangement, shall not be

d) A name that consists solely of special symbols, punctuation marks or specially designed characters shall not be registered.

4. Only one business or trade name may be registered for each corporate or partnership name.

5. A tradename 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.

6. a) The full name or surname of person may be used in a corporate or deceased, the consent shall be given by his or her estate: partnership name if he or she is a stockholder, member or partner of the said entity and has consented to such use; if the person is already

b) The Commission may require a registrant to explain to its satisfaction the reason for the use of a person's name;

c) The meaning of initials used in a name shall be stated by the registrant in the Articies of Incorporation, Articles of Partnership or in a separate document signed by an incorporator, director or partner, as the case ay be

7. 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;

However, a name written in a foreign language, even if registered in any of the country's official languages or major dialects. another country, shall not be registered if the name violates good morals! public order or public policy, or has an offensive or indecorous meaning in

8. A subsidiary or affiliate of a foreign corporation that applies for the registration of all or substantially all of the name of its parent company as "(Philippines)' or '(Phil.)' after the name. shall use the word 'Philippines' as part of its name which shall be written

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9. The name of a local geographical unit, site or location cannot be used as word or phrase, e.g., Pasay Food Store, Inc. a corporate or partnership name unless it is accompanied by a descriptive

10. Pursuant to existing laws, the following words and phrases can be used below: as corporate or partnership name only in the manner enumerated

a) 'Finance Company,' :Financing Company,' Finance and Leasing business (R.A. 8556 and Pres. Decree 129): House'- by entities engaged in the financing or investment house Company' and Leasing Company' Investment Company,' Investment

b) 'Lending Company' and 'Lending Investor' - by lending companies (R.A. 9474), or Pawnshop' pawnshops (P.D. 114); -" by entities authorized to operate

c)Bank,"' 'Banking, ' Banker,' Savings and Loan Association,' (R.A.8367) by entities engaged in the banking or trust business (R.A. 8791); Trust Corporation, ' Trust Company' or words of similar meaning

d) United Nations,' UN.' in full or abbreviated form -- exclusively by the United Nations and its attached agencies (R.A.226);

e) Bonded' -- by entities with licensed warehouses (R.A. 247)

f} SPV-AMC' -- by corporations authorized to act as special purpose vehicle (R.A. 9182); 11. The practice of a profession regulated by a special law which among firm, partnership or association shall govern the use of the name, e.g. others provides for the permissible use of the profession's name in a 'Engineer' or "Engineering (R.A. 1582), 'Architect' (R.A.9266), or 'Geodetic Engineer' (R.A. 8560).

Notwithstanding the limitations mentioned above, any association profession's name, e.g. Association of Engineers of the Philippines, Inc. registered by entities engaged in the listed activities may use the

12. Unless otherwise authorized by the Commission, the words and phrases enumerated below can be used only by the entities mentioned:

a) 'Investment(s)' or 'Capital' -- by entities organized as investment house, investment company or holding company: b)Asset/Investment/Fund/Financial Bangko Sentral ng Pilipinas; holders of investment management activities (IMA) license from the 'Asset/Investment/Fund/Financial Adviser,' or any similar words or phrases -- by entities organized as investment company adviser or Management, 0

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C 'National,' 'Bureau,' Commission,' 'State,' and other words, acronyms.

entities that perform governmental functions: abbreviations that have gained wide acceptance in the Philippines -- by

d) 'Association' and 'Organization' or similar words which pertain to non activities; stock corporations -- - by entities primarily engaged in non-profif

e) Stock Exchange/Futures Exchange/Derivatives Exchange,' Stock Futures Merchant/Broker, ' Securities Clearing Agency/Stock Clearing Agency,' :Plans' or any similar words or phrases -- by entities clearing agency, or pre-need company under the Securities Regulation Code (R.A. 8799 Broker/Securities Broker/Derivatives Broker,' Commodity/Financial organized as an exchange, broker dealer commodity futures broker

13. The enumeration in paragraphs 11 and 12 are not exclusive and may increase or decrease depending on future legislative issuances or administrative orders of the appropriate or duly authorized government offices.

14. Notwithstanding the foregoing, the Commission shall, for the protection of names that, in its judgment, are misleading, deceptive, confusingly similar to a registered name, or contrary to morals, good customs or the public interest and other justifiable causes, disallow the use or pubfic policy

15. The name of a corporation or partnership that has been dissolved or

partnership, as the case may be. outstanding capital stock or membership of the dissolved corporation or been allowed at the time of the dissolution or revocation by the stockholders, members or partners who represent a majority of the whose registration has been revoked shall not be used by another corporation or partnership within three years from the approval of the dissolution or six years from the date of revocation, unless its use has

16. a) The reservation or notice of availability of a name shall not constitute an approval of the use of such name or an application for a change of name;

b) No erasures, changes, modifications or alterations on a name reservation form shall be allowed;

c) Appeals from or opposition to the approval of corporate and resolved by the Company Registration and Monitoring the Commission en banc through the Office of the General Counsel. partnership names of new companies, or complaints against proposed new names of existing companies or partnerships, shall be Department (CRMD). The decisions of CRMD may be appealed to

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17. At the time of its registration, a corporation or partnership shall submit an

the use of that name or that the name has been declared as misleading. or Partnership of the registrant: affidavit containing an unqualified undertaking to change its name immediately upon receipt of notice or directive from the Commission that another corporation, partnership or person has acguired a prior right to morals, good customs or public policy; The affidavit shall be signed by at least two incorporators or partners in the form prescribed by the deceptive, confusingly similar to a registered name, or contrary to public Commission. This affidavit shall not be required if the undertaking is already included as one of the provisions of the Articles of Incorporation

In the case of amendment of the corporate name of an existing company or partnership, the affidavit shall be signed by any of the directors or partners.

18. This Memorandum Circular shall amend all issuances, orders, rules and take effect on August 9, 2008. regulations of the Commission that may be inconsistent with it, and shall

July 17, 2008, Mandaluyong City, Philippines.

(Sgd.) FE B. BARIN" Chairperson

For information and guidance

Supervision and Examination Sector NestOr AbeSPeNila, Jr Deputy Governor

Zl August 2008