What: Certificate of Incorporation from the Securities and Exchange Commission (SEC)
Where: Company Registration and Monitoring Department (CRMD), SEC Building, EDSA, Greenhills, Mandaluyong City
A corporation is defined by the Corporation Code of the Philippines as
an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence.
To register a corporation in the Philippines, you’ll need to get a Certificate of Incorporation from the SEC. Below are the basic requirements and process in registering your corporation with SEC.
Click here if your registering a partnership with SEC.
- Company Name Verification Slip
- Notarized Articles of Incorporation and By-laws
- Treasurer’s Affidavit
- Bank Certificate of Deposit of Paid-up capital
- Written undertaking to change corporate name
- Endorsements from other government agencies (if needed)
- Registration Data Sheet
- Statement of Assets and Liabilities
- Written undertaking to comply with SEC reporting requirements
- Additional requirements depending on your industry/business type
Note: All applications and supporting documents must be in four (4) copies and have cover sheets.
It might be best to consult a corporate lawyer to prepare these requirements, particularly if you are not familiar with these documents. However, this route might require additional expenses, unless you have a corporate lawyer friend who’ll be willing to help you for free. You can also ask your relatives or friends who have already registered a corporation to help you.
Basic Registration Process
1. Verification and Reservation of Company Name
First, you’ll need to verify the availability of and reserve your company name. You can do this online or through the Name Verification Unit at the SEC building.
If you’ll take the online method, first, go to the SEC i-Register website. You’ll need to sign up to access their verification and reservation system. But if you just want to check if a company name is still available, you don’t need to sign up yet.
Inside the site, the steps to verify and reserve your company name are as follows:
- Accept Terms and Conditions
- Select Type of Company (Stock Corporation, Non-stock Corporation, General Partnership, Limited Partnership, Professional Partnership, Foreign Stock, Foreign Non-Stock, Foreign Partnership)
- Select Type of Industry
At this step, you’ll see the required endorsements for the different industries and where you can secure these endorsements. You’ll also need to select the type of industry to classify your company.
- Verify Company Name
Invalid company names include
- Offensive words
- Internationally known foreign corporations
- Registered names
- Reserved names
- Company-owned words
- Restricted words in accordance to existing laws
- Review User Profile
This information will be needed upon continuing your registration at the SEC building.
- Reserve Company Name
- Review Reservation Summary
- Print Reservation Notice
The reservation fee is PHP 40.00 and valid for thirty (30) days. You can choose to reserve to up to 120 days (renewable upon expiration). You can pay at the SEC building, UnionBank, or through Funds Transfer using a Unionbank account.
2. Draft your Articles of Incorporation and By-laws
Sample blank forms are available here and from the CRMD. You should also check Sec. 14 of the Corporation Code of the Philippines.
3. Deposit paid-up capital
You’ll need to deposit a paid-up capital amounting to at least 25% of the authorized capital stock of the corporation, but not less than PHP 5,000. Note that some banks charge a fee for the deposit certificate. The minimum paid-up capital requirements for various industries are listed here.
4. Submit requirements to SEC
Go to the CRMD at the SEC building and submit your requirements for processing.
Hope that your application is approved :)
Pay the assessed fees. The various fees and charges are listed here.
Claim your Certificate of Incorporation from SEC.
- A corporation shall exist for a period not exceeding fifty (50) years from the date of incorporation.
- At least five (5) but not more than fifteen (15) incorporators are needed to register a corporation.
- All registered corporations are required to submit a yearly General Information Sheet (GIS) and Audited Financial Statement (AFS).
- Check out this registration manual from the SEC for more information.
SEC Contact Information:
Trunk Line: (02) 584-0923
Public Information and Assistance Hotline: (02) 584-1119
Head Office: SEC Building, EDSA, Greenhills, Mandaluyong City