It is common practice in the corporate world to indicate vague and sometimes even bogus addresses mainly for reasons of security and privacy of both the corporation and its stockholders and directors. However, the lack of information makes it difficult to locate these entities or persons when notices or summons have to be served on them. Realizing this, the Securities and Exchange Commission (“SEC”) issued SEC Circular No. 3 on 16 February 2006 (“Circular”), which requires all corporations and partnerships applying for registration to state in their articles of incorporation or partnership the specific address of their principal office including, if feasible, the street number, street name, barangay, city or municipality and the specific address of each incorporator, stockholder, director, trustee or partner. The old practice of simply indicating “Metro Manila” as the principal place of business will no longer be allowed.

Existing corporations and partnerships, meanwhile, are required to comply with this Circular through their general information sheet (“GIS”) which they submit annually to the SEC. Under the Circular, the GIS should contain the specific residence address of each stockholder, officer, director or trustee. Since the Circular does not discriminate, even lawyers acting as incorporators for their client corporations will be required to disclose their residences and not merely their office addresses.

The application for incorporation of an entity that fails to comply with this rule shall be rejected outright by the SEC. Likewise, existing corporations whose GIS do not indicate the required disclosure shall be deemed non-compliant with existing rules and regulations, and shall be accorded the corresponding penalties.