BP 68 (current code)
Prof Comments
Section 18.
Corporate name. – No corporate name may
be allowed by the [Securities and
Exchange] Commission if the proposed
name is [identical or deceptively or
confusingly similar to that of] any existing
corporation or to any other name already
protected by law or [is patently deceptive,
confusing or] contrary to existing laws.
When a change in the corporate name is
approved, the Commission shall issue an
amended certificate of incorporation under
the amended name.
SB 231 (proposed amendments)
NOW Section 19.
Prof. Jacinto
if the proposed name is NOT DISTINGUISHABLE from that already reserved (a) Taking into account the prevailing
or registered in favour of any existing corporation or to any other name issues on the use of corporate names,
already protected by law or when the same is contrary to existing laws. it seems that the proposed deletion of
The Commission shall determine whether a name is distinguishable from the following clause which states:
another name for purposes of this Code. Without excluding other names
which may not constitute distinguishable names as determined by the “x x x [identical or deceptively or confusingly similar]
Commission, and subject to the rules or guidelines the commission may set x x x”
with respect thereto, a name is not considered distinguishable for purposes may have to be re-considered.
of this code solely because it contains one or more of the following:
1. The word "Corporation", "Company", "Incorporated", or "Limited", The proposed revision which limits the proposed
"Limited Liability" or an abbrev. of one of such words; name to be “not distinguishable” may not be
2. Punctuations, articles, conjunctions, contractions, abbreviations, sufficient. The ,”” appearing after the word
different tenses, spacing or number of the same word or phrase. “THERETO” in the seventh line of the second
The fact that a corporate name complies with this section does not create paragraph may be changed to .”.”
substantive rights to the use of that corporate name. The Commission shall
have the authority to summarily remove from registration or reservation (b) The phrase which states:
any name with it later determines to be not distinguishable as stated
above. “x x x , EVEN AFTER ITS DISSOLUTION OR
When a corporate name is removed from registration, the corporation shall REVOCATION AS A CORPORATION.”
immediately cease from using the same and apply for the registration of a
new corporate name. Similarly, a corporation directed by final judgment to appearing in the fourth paragraph may be deleted
change its corporate name shall not use the same in its operations or in any considering the prohibition on use of a corporate
other way, even after its dissolution or revocation as a corporation. name is a direct result of a final judgment.
When a change in the corporate name is approved, the Commission shall issue
an amended certificate of incorporation under the amended name.
If a corporation uses or continues to use a corporate name already removed Prof. Quevedo
from registration or reservation, or which has been directed to be changed Re summary removal from registration or
by final judgment, the commission shall duly notify said corporation and reservation:
require it to immediately cease and desist from the continued use of such Too harsh; it becomes too easy for the SEC to
corporate name. If the corporation fails to comply with the commission's remove the name
order, the commission may hold the corporation and/or its responsible
officers or directors in contempt, and/or cause the removal of all visible Prof. Quintos
signages, marks, advertisements, labels, prints and other effects bearing Re corporate name removed from registration:
such corporate name in their possession. Liability under this section shall What about in the meantime? Operationally
be without prejudice to the corporation's and/or its responsible officers' or difficult. Its other permits will have to be revised.
directors' liability for other administrative, civil or criminal sanctions under
this code and other laws.