Fixing the principal place of business: ‘Metro Manila’ no longer allowed

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’.

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