SEC Registration: How To Register A Corporation In The Philippines

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Company Incorporation in the Philippines 

Company incorporation is the legal process of forming a company or corporate entity. In its basic sense, a corporation is the resulting juridical entity with income, assets, and liabilities  independent or separate from its owners and investors. In the Philippines, company incorporation starts with the registration with the Securities and Exchange Commission (SEC). Read more about the succeeding processes for company registration here.  

SEC Registration 

The Securities and Exchange Commission (SEC), with its main office at 7907 Makati Avenue, Bel-Air, Makati City, is the registrar and overseer of the Philippine corporate sector. It supervises the capital market participants, the securities and investment instruments market, and the protection of the investing public. It is also empowered to reject articles of incorporation or disapprove any amendment thereto if the same is not in compliance with the requirements of the Corporation Code of the Philippines. 

SEC Registration is a compulsory business registration process to legitimize the juridical unit and permit it to participate legally in business, issue receipts, trade with financial assets, and be entitled to the rights under the nation’s corporate and investment laws. Once a newly formed company is already registered with the SEC, it is issued a Certificate of Incorporation and may already be registered or licensed with other government regulatory bodies and agencies (e.g., BIR, BPLO, statutory agencies, etc.). 

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.

Business Entities for SEC Registration

Business entities under the mandate of the commission and thus, require registrations include:

[a] Stock Corporations (domestic and foreign corporations) engaged in income generating activities, authorized to declare dividends, and have authorized capital stock divided into shares either with or without par values

[b] One Person Corporations (OPCs), allowed by R.A. 11232, with just one stockholder who is also the sole incorporator, director, and president of the company

[c] Non-Stock Corporations (associations, foundations, religious, and non-government organizations) that do not have authorized capital stock and are organized for charitable, religious, educational, professional, cultural, fraternal, literary, scientific, social civil service, or similar purposes

[d] Partnerships (general and limited partnerships) formed after two or more individuals combine their capital, properties, etc., for the transaction of a lawful business for gain, upon an understanding that profits or losses shall be shared or borne by them in certain proportions.

Sole Proprietorships and Cooperatives do not require registrations with the commission, rather with the Department of Trade and Industry (DTI) and the Cooperative Development Authority (CDA), respectively.

Documentary Requirements

Documentary requirements, such as the Application Summary Form, Cover Sheet, Articles of Incorporation (AOI), Certificate of Authentication, and By-Laws are system-generated based on the encoded company details upon online registration. The uploading of supporting documents is optional, but it is important to examine the business structure and anticipate whether documents, such as incorporation files of a juridical entity or appeal letters for company or trade names, shall be required.

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 need clearances from the Department of Education (DepEd), banks from the Bangko Sentral ng Pilipinas (BSP), hospitals from the Department of Health (DOH), and so on.

Registration Process

The SEC Registration is initially processed through the SEC Electronic Simplified Processing of Application for Registration (eSPARC) and can be completed in about an hour given the company details to encode.

[1] eSPARC Signup and Name Verification. After signup, a company name verification must be accomplished first to ensure that it is not in conflict with those existing in the SEC database.   

[2] Encoding. While waiting for the results of the name verification, company details, such as its purpose, principal office address, contact details, capital structure, company officers, stock subscriptions, etc., may already be encoded. Upload also supporting documents, if necessary. 

[3] Submission for Pre-Approval. After generating all the SEC registration documents and reviewing their completeness and accuracy, proceed to submission for pre-approval.

[4] Signing and Notarization. Once the documents are approved by the SEC, they may already be downloaded for printing, signature, and notarization. 

[5] Uploading for Final Approval. All signed and notarized documents must be uploaded within thirty (30) days; otherwise, the registration will be canceled. 

[6] Payment of Fees. Once uploaded documents are approved (final approval), the Payment Assessment Form (PAF) may already be downloaded, and the fees may then be paid.

[7] Submission of Document Hard Copies. The physical or hard copies of the documents must also be submitted personally to the SEC Processing Office (SEC Main Office) within thirty (30) days from payment.

Ready to register with the SEC online? Explore our step-by-step guide on using the SEC’s Online Company Registration System here.