Corporate Compliance · Primary Purpose
Amendment of primary purpose
When your main business changes, your Articles of Incorporation must change first. We handle the amendment and everything that follows it.
Overview
When your business changes direction
Your primary purpose, stated in your Articles of Incorporation, defines what your corporation is legally authorized to do as its main business. When the company moves into a different main activity, the articles must be amended before the new activity becomes its core business, and the change must then be carried into your BIR registration and business permits.
Amending the articles requires approval by a majority of the board and by stockholders representing at least two-thirds of the outstanding capital stock. Where the new purpose is regulated, the SEC may require an endorsement from the relevant agency, and where foreign equity is involved, the new purpose must be one your ownership structure allows.
What we handle
The amendment and everything after it
Articles changed, registrations aligned.
Purpose review and drafting
The new primary purpose drafted to cover your activity precisely.
Approvals
Board and stockholder approvals documented to the required thresholds.
SEC filing
The amended articles filed, with agency endorsements where required.
Downstream updates
BIR registration, business permits and licenses updated to match.
How it works
How the amendment works
Four stages from review to aligned registrations.
Review
Your new activity checked against regulation and your ownership structure.
Approvals
Board and stockholder resolutions prepared and signed.
SEC filing
The amendment filed and followed through to approval.
Registration updates
BIR, LGU and any licenses updated to reflect the new purpose.
Estimated timeline
Within 30 Days from completion of documentary requirements
Timelines are estimates and depend on complete documents and government agency processing.
Why amend with ILA
Checked before filed
Regulation and ownership limits reviewed at the start.
Complete, not partial
The amendment carried through to BIR, permits and licenses.
Drafted precisely
A purpose clause that covers your activity without overreaching.
Frequently asked questions
Primary purpose questions, answered
Why can't we simply start the new activity?
Acting beyond your registered purpose exposes the company to challenges from regulators, banks and counterparties, and your permits are issued against the registered purpose. Amending first keeps new business on a sound footing.
What approvals are required?
A majority vote of the board of directors and approval by stockholders representing at least two-thirds of the outstanding capital stock.
Does foreign ownership affect the change?
It can. If the new purpose falls in an area with foreign equity limits, your ownership structure has to fit those limits. We check this before anything is filed.
Changing your company's main business?
Book a free consultation and we will map the amendment and what it affects.
