SEC Memorandum Circular No. 14 dated 24 October 2000 – Revised Guidelines in the Approval of Corporate and Partnership Names

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SUPERVISION AND EXAMINATION SECTOR OFFICE OF THE DEPUTY GOVERNOR

CIRCULAR LETTER NO. CL -- 2008-007

To ALL BANKS AND NON-BANK FINANCIAL INSTITUTIONS

Subject: SEc Memorandum Circular No. 14 dated 24 October 2000 - Revised Guidelines in the Approval of Corporate and Partnership Names

24 October 2000 issued by the Securities and Exchange Commission implementing Section 18 of the Corporation Code of the Philippines on Corporate Name. Quoted hereunder is the SEc Memorandum No. 14 dated

(BP 68), the following revised guidelines in the approval of corporate and partnership names are hereby adopted for the information and guidance of all concerned: "In implementing Section 18 of the Corporation Code of the Philippines

T The corporate name shall contain the word Corporation or its abbreviation 'Corp.' or "Incorporated', or 'Inc. '

be included. In case of professional partnership, the word or 'Co. '. For limited partnership, the word 'Limited' or 'Ltd.' shall 'Company' need not be used. The partnership name shall contain the word Company

shall refer to one of the secondary purposes. indicative of the primary purpose. If there are two (2) descriptive terms, the first shall refer to the primary purpose and the second 2 Terms descriptive of a business in the name shall be

confusingly similar to one already registered by another corporation or partnership with the Commission or a sole 3 Industry. proprietorship registered with the Department of Trade and The name shall not be identical, misleading or

registered firm, the proposed name must contain at least one distinctive word different from the name of the company already registered. If the proposed name is similar to the name of a

4 Business or tradename of any firm which is different from its corporate or partnership name shall be indicated in the articles of incorporation or partnership of said firm

PananaLaPIng Matatag, BanSang Panatag A. Mabini St.. Malate .1004 Manila, Philippines * Trunkline (632) 524-70-11 @ URL:www.bsp.gov.ph * e-mail: [email protected]

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5 Tradename or trademark duly registered with the Intellectual Property Office can not be used as part of a corporate or partnership name without the consent of the owner of such tradename or trademark.

6. If the name or surname of a person is used as part of a

heirs must be submitted except if that person is a stockholder. can not be identified or non-existent, an explanation for the use of such name shall be required. corporate or partnership name, the consent of the person or his member, partner or a declared national hero. If such person

7 The meaning of initials in the name shall be disclosed in writing by the registrant.

name also bears similar term(s) used by the former may be different from the business of a registered company whose 8. allowed. Name containing a term descriptive of a business

contrary to existing laws. 9 The name should not be patently deceptive, confusing or

10 The name which contains a word identical to a word in a

there is consent from the registered firm or this firm is one of the stockholders or partners of the entity to be registered. registered name shall not be allowed if such word is coined or already appropriated by a registered firm, regardless of the number of the different words in the proposed name, uniess

or one similar to it may not be used by a domestic corporation without the consent of the former. 1 1 The name of an internationally known foreign corporation

1 2. The term 'Philippines' when used as part of the name of

parenthesis: i.e. "(Philippines)' or (Phil.). a subsidiary corporation of a foreign corporation shall be in

13. The following words shall not be used as part of a corporate or partnership names:

a. As provided by special laws:

1. 'Finance', Financing' or 'Finance' and Investment by corporations or partnerships not engaged in the financing business (R.A. 5982, as amended) 2 'Engineer, 'Engineering', or 'Architects' as part of the corporate name (R.A. 546 and R.A. 5980. as amended 3 'Bank', 'Banking', 'Banker', 'Building and Loan

Association', Savings and Loan Association',

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similar import by corporations or associations not amended) engaged in banking business. (R.A. 337; as Trust Corporation', Trust Company' or words of

4.'United Nations' in full or abbreviated form can not be part of a corporate or partnership name (R.A 266)

5. 'Bonded' for corporations or partnerships with unlicensed warehouse (R.A. 245)

b. As a matter of policy

1. Investment(s)' by corporations or partnerships not organized as investment house, investment company or holding company. 2. 'National' by partnership. all stock corporations and

3. 'Asean', 'Calabarzon' and 'Philippines 2000'.

used by other firms within three (3) years after the approval of allowed by the last stockholders representing at least majority of the outstanding capital stock of the dissolved firm. the dissolution of the corporation by the Commission, unless 1 4 The name of a dissolved firm shall not be allowed to be

letter undertaking to change their corporate or partnership to the use of the said firm name or the same is deceptively or name in case another person or firm has acquired a prior right confusingly similar to one already registered unless this undertaking is already included as one of the provisions of the articles of incorporation or partnership of the registrant. 15. Registrant corporations or partnership shall submit a

publication in a newspaper of general circulation. These guidelines shall take effect fifteen (15) days after

Mandaluyong City October 24, 2000

(SGD) LILIA R. BAUTISTA

Chairperson For information and guidance

January 2008 nestOr A esPEni Deputy Governor