Certificate of Authentication In Lieu of Notarization of AOI

Under Securities and Exchange Commission (SEC) Memorandum Circular No. 16, s. 2020 (the Circular) dated 29 April 2020, incorporators of new domestic corporations may now authenticate Articles of Incorporation (AOI) by attaching thereto a Certificate of Authentication (Certificate) as an alternative to notarization or authentication thereof.

To be a valid authentication, the Certificate must be (1) signed by all the incorporators, and (b) in the form prescribed by the SEC as found in Annex “A” of the Circular or as may be revised hereafter. Both the AOI and the Certificate do not have to be notarized nor consularized.

Nonetheless, the incorporators are not precluded from acknowledging the AOI before a notary public if they so choose.

To authenticate an AOI executed outside the Philippines, the AOI may either be: (a) apostilled in accordance with the Apostille Convention, or (b) notarized or authenticated by a Philippine diplomatic or consular officer, as the case may be.

As to new domestic corporations with over forty percent (40%) foreign equity, the application shall be accompanied by an application for registration of investments of non-Philippine national using SEC Form F-100, if applicable. SEC Form F-100 executed outside of the Philippines must either be (a) apostilled, or (b) notarized or authenticated by a Philippine diplomatic or consular officer; otherwise, no further authentication is required.

MC No. 16, s. 2020 also imposes a fine when a corporation applies for incorporation through fraud or misrepresentation, and use of a certification that contains incomplete, inaccurate, false, or misleading statements or reports without prejudice to the imposition of any other administrative, civil, or criminal liability under the Revised Corporation Code of the Philippines.

Click here to read the entire text of SEC MC No. 16, s. 2020, and here to download the prescribed SEC Form No. F-100.

Click to read the following articles on the Apostille Convention:

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