Removing Unauthorized Name from Business Documents Philippines

Disclaimer: This article is provided for general informational purposes only and does not constitute legal advice. For specific concerns regarding unauthorized use of your name in business documents, it is always best to seek professional legal counsel in the Philippines.

1. Introduction

In the Philippines, businesses are regulated by various laws, including the Revised Corporation Code of the Philippines (Republic Act No. 11232), the Civil Code, the Revised Penal Code (for criminal implications such as falsification or identity theft), and administrative regulations issued by the Securities and Exchange Commission (SEC), the Department of Trade and Industry (DTI), and other agencies. If your name has been used without authorization in business documents—such as Articles of Incorporation, General Information Sheets, or other corporate filings—there are legal remedies available to help you remove your name or hold accountable those who misused it.

Unauthorized use of a name can have serious repercussions: it can mislead third parties, expose you to liabilities (especially if you are listed as a company officer, stockholder, or partner), and violate data privacy rights. This article provides an in-depth look into the legal framework, remedies, and procedures for removing unauthorized names from business documents in the Philippines.

2. Relevant Laws and Regulatory Bodies

  1. Revised Corporation Code of the Philippines (RA 11232)

    • Governs the establishment and operation of corporations in the Philippines.
    • Prescribes the requirements for corporate documents (e.g., Articles of Incorporation, By-Laws, General Information Sheets).

  2. Civil Code of the Philippines

    • Contains provisions on contracts, obligations, and the protection of civil rights, including the unauthorized use of names.

  3. Revised Penal Code

    • Criminalizes falsification of public documents, estafa, identity theft (when it involves falsification or deceit), and other related offenses.

  4. Data Privacy Act of 2012 (RA 10173)

    • Protects personal data and establishes the rights of data subjects.
    • Imposes obligations on entities that process personal data, including obtaining consent for lawful use.

  5. Securities and Exchange Commission (SEC)

    • Primary regulatory agency overseeing corporations.
    • Has authority to receive complaints regarding unauthorized use of personal information in corporate filings.

  6. Department of Trade and Industry (DTI)

    • Oversees business name registration for sole proprietorships.
    • Accepts complaints related to the misuse of business names in DTI-registered entities.

  7. Local Government Units (LGUs)

    • Regulate business permits and licensing.
    • Might also receive complaints about unauthorized inclusion of names in certain local-level filings.

3. Common Scenarios of Unauthorized Use of a Name

  1. Inclusion in Articles of Incorporation or Partnership

    • A person is listed as an incorporator, director, trustee, or partner without consent.

  2. Listing in the General Information Sheet (GIS)

    • A person is reported as a shareholder, beneficial owner, or corporate officer even if they never participated.

  3. Use in Other Corporate Documents

    • A name appears on a secretary’s certificate, board resolution, or other corporate records without authority.

  4. Business Name Registration

    • A sole proprietorship or partnership registered with a name that includes another person’s personal name or trademark without permission.

  5. Digital or Online Filings

    • A name is used in online submissions to the SEC’s Electronic Filing and Submission Tool (eFAST) or DTI’s online registration platforms.

4. Legal Implications of Unauthorized Name Usage

  1. Potential Liability of the Wrongdoer

    • Civil Liability: Damages may be recovered under Articles 19, 20, 21, and 26 of the Civil Code for the unauthorized use of a person’s name, which may constitute an abuse of rights.
    • Criminal Liability: Falsification of public documents, perjury, or identity theft under the Revised Penal Code.
    • Data Privacy Liability: If personal information (name, contact details, etc.) was used without consent, it may lead to penalties under the Data Privacy Act.

  2. Personal Liability for the Unauthorized Person

    • When your name is in corporate documents, you could inadvertently be held accountable for corporate actions (e.g., as a purported director, officer, or shareholder). This risk includes potential civil or tax liabilities, or being summoned to appear before regulatory bodies.

  3. Corporate Implications

    • The SEC can impose administrative sanctions on corporations that falsify filings or include inaccurate information in required documents.
    • For sole proprietorships, the DTI may cancel or suspend the business name registration.
    • The corporation’s or business entity’s legitimacy and good standing can be jeopardized if inaccuracies are not rectified.

5. Steps to Remove an Unauthorized Name from Business Documents

Removing an unauthorized name typically involves direct requests to the entity involved and, if unheeded, formal complaints or court actions. Below is a general guide:

A. Gather Evidence

  • Secure copies of the business documents in question (e.g., certified true copy of the Articles of Incorporation, General Information Sheet, or relevant DTI Certificate).
  • Note how and when you discovered the unauthorized usage.
  • Prepare supporting evidence of your non-involvement (e.g., affidavits, correspondence disclaiming any role in the business).

B. Send a Demand Letter or Formal Notice

  1. Communicate with the Company or Filers

    • Send a formal letter (often through counsel) to the corporation’s board of directors, corporate secretary, managing partner, or owner.
    • Demand immediate correction of records and the filing of amended documents with the SEC or DTI.
    • Set a reasonable deadline for compliance.

  2. Request for an Affidavit of Correction (or similar document)

    • The corporation may need to draft and submit an affidavit or board resolution clarifying and rectifying the error with the SEC or relevant agency.

C. File a Complaint with the Appropriate Government Agency

If the entity refuses or fails to act:

  1. Securities and Exchange Commission (SEC)

    • Process: File a written complaint under oath detailing the unauthorized use, attaching evidence.
    • Possible Outcomes: SEC may compel the corporation to file amended Articles or GIS, impose fines, or revoke corporate registration in extreme cases.

  2. Department of Trade and Industry (DTI)

    • If the misuse is in a DTI-registered business, file a complaint with the DTI regional or provincial office.
    • DTI can cancel the registration or order amendments if the business name includes your personal name without consent.

  3. National Privacy Commission (NPC)

    • If personal data was used without consent, a complaint with the NPC can be filed for data privacy violations.

D. Consider Civil or Criminal Action

  1. Civil Case for Damages

    • If you suffered harm or potential harm due to the unauthorized use, you may file a civil action for damages and request injunctive relief to stop further use of your name.

  2. Criminal Complaints for Falsification or Identity Theft

    • If the act amounts to falsification of public documents or identity theft, you can file a criminal complaint with the Office of the City Prosecutor or Provincial Prosecutor.
    • Present evidence of the falsification or unauthorized usage.

E. Secure a Court or Administrative Order (If Necessary)

  • If voluntary correction is not made, a court order or administrative directive from the SEC or DTI can force the removal or correction of your name from corporate records.

6. Practical Tips and Preventive Measures

  1. Regularly Check Official Filings

    • Individuals who suspect misuse of their personal details should periodically check with the SEC (through the SEC-iView portal or by requesting official copies) or with the DTI.

  2. Monitor Public Records

    • Names can appear not just in Articles or GIS, but also in published notices (e.g., business registrations, local newspapers announcing new companies).

  3. Promptly Respond to any Summons or Notices

    • If you receive a letter from the SEC or BIR (Bureau of Internal Revenue) referencing a company you have no connection with, investigate immediately.

  4. Use Data Privacy Rights

    • The Data Privacy Act gives you the right to demand deletion or removal of personal data that is processed unlawfully.

  5. Engage Legal Counsel

    • Given the technicalities of corporate filings, official complaints, and potential court cases, a lawyer’s assistance can significantly streamline the process.

7. Potential Penalties and Consequences for Non-Compliance

  1. Administrative Sanctions

    • The SEC can impose fines and penalties on corporations that fail to rectify or that knowingly include false information in their filings.

  2. Civil Damages

    • Courts may award moral, actual, or nominal damages to the aggrieved party if it is proven that the misuse caused harm.

  3. Criminal Liabilities

    • Falsification of public documents can be punished with imprisonment and/or fines under the Revised Penal Code.
    • Identity theft or illegal use of personal data can also lead to criminal penalties under special laws, including the Cybercrime Prevention Act if it involves online fraud.

  4. Revocation of Registration

    • In severe or repeated cases, the SEC or DTI can revoke or cancel the entity’s registration, effectively dissolving the business.

8. Frequently Asked Questions (FAQs)

  1. How do I confirm if my name is on a company’s official filings?

    • You can request certified true copies of a corporation’s Articles of Incorporation and General Information Sheet from the SEC. For sole proprietorships, check with the DTI’s business name registration database.

  2. Can I remove my name if I originally consented but now wish to withdraw?

    • This situation is different from an unauthorized use. If you were initially part of the incorporation process but changed your mind, you typically need to follow the process of formally resigning, selling shares (if any), or relinquishing your position. However, if you never truly consented or your consent was invalid (given under duress, for instance), you can treat it as an unauthorized use.

  3. What is an Affidavit of Correction?

    • It is a sworn statement filed before the SEC (or other relevant agency) explaining and rectifying errors in official filings. It is typically accompanied by amended corporate documents.

  4. Is it mandatory to hire a lawyer?

    • While you may file complaints on your own, it is highly recommended to consult or engage a lawyer for accuracy and to avoid procedural pitfalls.

  5. What if the unauthorized usage occurred many years ago?

    • Claims generally must be brought within prescriptive periods under civil or criminal law, but the period depends on the nature of the violation. If you only recently discovered the unauthorized use, you may argue that prescription has not begun to run until discovery.

9. Conclusion

The unauthorized inclusion of one’s name in business documents in the Philippines is not only a breach of privacy but also a potential source of legal liabilities and reputational harm. Philippine law provides several safeguards and remedies—ranging from administrative to civil and criminal actions—to protect individuals from such misuse.

If you find that your name has been used without consent, it is crucial to act promptly:

  1. Gather evidence.
  2. Send a demand letter or formal notice to the entity.
  3. File a complaint with the relevant regulatory agency (SEC, DTI, NPC).
  4. Pursue civil or criminal remedies if necessary.

Staying informed about your rights and the proper procedures is key to safeguarding your legal interests and ensuring that any misuse of your name is rectified quickly. For detailed, case-specific guidance, consult an attorney in the Philippines who is experienced in corporate and privacy law.

Disclaimer: This content is not legal advice and may involve AI assistance. Information may be inaccurate.

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