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Roadmap for Amendment of Articles of Incorporation

Objective: To amend the following clauses for [Corporation x]:

Corporation Clause to be amended

Steps to Amend Articles of Incorporation:

I. Submit to the Compliance Monitoring Division (CMD) of the Securities and Exchange Commission
(SEC) the following document to obtain the CMD clearance:

(1) Articles of Incorporation;


(2) By-Laws;
(3) Latest General Information Sheet;
(4) Latest Audited Financial Statement;
(5) Stock and Transfer Book

II. The CMD will monitor and check the compliance of the corporation to all the necessary
submissions and reporting required by law, and will assess it for penalties, if applicable.

III. The corporation shall pay the assessed penalties with the SEC. Thereafter, the CMD will issue
the clearance. If there are no penalties assessed, the CMD will release the clearance immediately
after the monitoring.

IV. While the corporation’s documents are with the CMD, we will prepare the following documents:

(1) Stockholders’ Certificate;


(2) Directors’ Certificate certifying
(a) the amendment of the Articles of Incorporation increasing the authorized capital stock;
(b) the votes of the directors and the stockholders;
(c) the date and place of the stockholders' meeting; and
(d) the tax identification number of the signatories which shall be placed below their
names;
(3) Notarized Secretary’s Certificate of no pending intra-corporation dispute; and
(4) Amended Articles of Incorporation;

V. Upon completion of all the documentary requirements and receipt of the clearance from CMD,
all documents will be submitted to the SEC Corporate and Partnership Registration Division
(CPRD).

VI. CPRD will assign an examiner to the corporation who will evaluate if all the documents are
complete and are in order.

VII. The examiner will return the documents with comments.

VIII. We will revise the documents based on the examiner’s comments. Thereafter, we will resubmit
all revised documents to CPRD.

IX. If there are no more revisions or comments from the examiner, we can proceed with payment
to the SEC for the amendment.

X. After payment, the SEC will issue the Amended Articles of Incorporation reflecting the changes.
Timeline

No. of Days Procedure


2-5 calendar days Preparation of documents to be submitted for monitoring to CMD
10-20 working Monitoring period with CMD/Securing of clearance from CMD
days
10-20 calendar Preparation of the documentary requirements (can be done simultaneously with
days the monitoring period)
15-90 calendar Evaluation period with CPRD and submission of the revisions.
days
(depending on the
revisions to be
made)
10-15 working Issuance of Amended Articles of Incorporation by SEC
days from
payment

Note: The number of days indicated are only estimated and may vary depending on the circumstances.

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