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How to Register a Corporation in the Philippines

Registering a corporation with the Securities and Exchange Commission (SEC) is not as difficult as you might think, especially if you have a small to medium-sized company. The process was made even easier with Memorandum Circular No. 6 issued by the SEC in 2012, which dispensed with a few documentary requirements.

Here’s some basic information about how to register a corporation in the Philippines.

Documentary requirements

The following need to be submitted to the SEC upon registration:

  • Name Verification Slip (may be secured online at http://iregister.sec.gov.ph/MainServlet or at the SEC Name Verification Unit).This ensures that your corporation’s name is unique and is not confusingly similar with another registered entity

  • Articles of Incorporation (AI) and By-laws (BL).The AI details your corporation’s name, the incorporators, the amount of capital paid in by each incorporator, their individual shares of stock, and the primary and secondary purposes of the business.

  • Treasurer’s Affidavit.This certifies that at least 25% of your company’s subscribed capital stock has been fully paid up (should not be lower than P5,000). It also affirms the designation of your company’s Treasurer, and includes the Treasurer’s certification that he has received the said 25% paid-up capitalon behalf of the corporation.

  • Joint affidavit of two incorporators to change corporate name (not required if already stated in the AI).

In the past, corporation applicants were also required to submit a bank certificate for their paid-up capital, but this is no longer needed under Memorandum Circular No. 6. The Treasurer’s Affidavit is considered sufficient support for the applicant’s claim that the required capital stock has been paid. This will be used by the SEC to verify the existence of the declared funds. If any anomaly is found, accountability falls on the corporation’s treasurer.

Clearances or endorsements from appropriate government agencies may be required, depending on the industry in which the business belongs. For example, schools would need clearances from the Department of Education, banks from the Bangko Sentral ng Pilipinas, hospitals from the Department of Health, and so on.

Additional documents are also required for foreign-owned companies, as discussed below:

Capitalization requirements

The minimum paid-up capital for Philippine corporations is only P5,000, but banks often require more than this as initial deposit in opening an account. For certain industries, however, the SEC requires much higher minimum paid-up capital as found here: http://www.sec.gov.ph/?s=paid+up+capital.

If foreign ownership is involved, specific capitalization requirements must also be met depending on the nature of the business, the industry, and the desired percentage of foreign equity.

Export companies, however, may be established with 100% foreign ownership and capitalization of only P5,000, provided they apply for exemption with the SEC.

Registration fee

Registering your company with the SEC involves a filing fee, which is based on your company’s capital stock. To find out how much your filing fee would amount to, use the SEC calculator, found here: http://www.sec.gov.ph/online-services/registration-calculator-2/.

Online application

Long queues at the SEC offices used to be the norm in registering a company, but there have recently been significant improvements. You may even process your application online through the SEC i-Register Facility, found here: http://iregister.sec.gov.ph/MainServlet.

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