SEC-OGC Opinion No. 22-04: Corporate Name; Trade Name

In SEC-OGC Opinion No. 22-04 issued on 29 March 2022, the opinion of the Securities and Exchange Commission (“SEC”) was sought to resolve the issue on whether the registered corporate name “The Christian and Missionary Alliance Churches of the Philippines, Inc.” can be used in all its regular and official transactions without its trade name “CAMACOP”. This is considering that the corporate name duly approved by the SEC and indicated in the Certificate of Filing of Amended Articles of Incorporation is as follows:

“THE CHRISTIAN AND MISSIONARY ALLIANCE
CHURCHES OF THE PHILIPPINES, INC.
Doing business under the name and style of CAMACOP”

The SEC in providing for an affirmative answer, cited its previous opinion where it held that corporation may assume a name other than its legal (corporate) name and carry-on business in such assumed (business or trade) name. This is consistent in item no. 4 of the SEC Memorandum Circular No. 13, Series of 2019, or the Amended Guidelines and Procedures on the Use of Corporate and Partnership Names which provides that “Business or trade name which is different from the corporate or partnership name shall be indicated in the articles of incorporation or partnership. A company may have more than one business or trade name.” 

The SEC was also of the opinion that the business and trade name “CAMACOP” may be used independently without the registered corporate name. It is settled that a corporation using an assumed name (business or trade name) in executing contract is bound just as much as if it had used its proper name (corporate name). Likewise, the SEC also opined that the corporate name and trade name may be used interchangeably in the conduct of its business. However, the SEC noted that there are instances wherein the corporation is mandated to use, issue and/or submit papers reflecting therein not just its business name but also its corporate name such as in the case of Financial Statements being submitted to the SEC and the Bureau of Internal Revenue.