Under Sec. 87 of the Corporation Code, non-stock corporations is one which does not issue shares and is created not for profit but for public good and welfare and where no part of its income is distributable as dividends to its members, trustees, or officers.
Non-stock corporations or foundations in the Philippines may be formed for charitable, religious, educational, professional, cultural, fraternal, literary, scientific, social, civic service, or similar purposes, such as trade, industry, agricultural and like chambers, or any combination thereof.
Its governing body is usually the Board of Trustees (BOT). However, non-stock corporations may, through their articles of incorporation or their by-laws, designate their governing boards by any name other than as board of trustees.
The trustees shall be composed of not less than five (5) and may be more than fifteen (15) except in case of non-stock educational institutions where it is composed of a maximum of fifteen (15) trustees.
Under Section 86, any profit obtained as an incident to its operations shall, when necessary or proper, be used for the furtherance of its purpose or purposes. It is the activities of a non-stock, nonprofit corporation that entitle it to a tax exemption.
To register a non-stock, non-profit corporation, you need to have the following:
At least five (5) incorporators, wherein majority of the must be residents in the Philippines;
Complete address of each incorporator;
BIR Tax Identification Number (TIN) of each incorporator;
Contribution of incorporators and members
Based on the above details, you may now proceed with the documentation with the Securities and Exchange Commission (SEC).
Basic SEC Requirements
Reservation Payment Confirmation
Articles of Incorporation (AI)
Joint Undertaking to Change Name
Name Verification Slip
Articles of Incorporation (AI) and By-laws (BL)
Joint affidavit of two incorporators to change corporate name (not required if already stated in AI)
List of members certified by the corporate secretary, unless already stated in the Articles of Incorporation; and
List of the names of contributors or donors and the amounts contributed or donated certified by the treasurer. There is no fixed amount of contribution required but only such reasonable amount as the incorporators and trustees may deem sufficient to enable the corporation to start operation, except in the case of foundations which must have a minimum contribution of at least One Million Pesos (P1,000,000.00)
Endorsement/clearance from other government agencies, if applicable
For Foundations: Notarized certificate of bank deposit of the contribution which shall not be less than P1,000,000.00 and statement of willingness to allow the Commission to conduct an audit
For Religious corporations: Refer to Sections 109-116 of the Code, and an affidavit of affirmation or verification by the chief priest, rabbi, minister or presiding elder
For Federations: Certified list of member-associations by corporate secretary or president
For Condominium corporations/associations: Master Deed with primary entry of the Register of Deeds and Certification that there is no other existing similar condominium association within the condominium project
Mere registration with the SEC as a non-stock, nonprofit corporation does not automatically entitle an entity to the tax exemption. It is a corporation’s activities that determine the true nature of the organization and its taxability or exemption from taxes.
Steps to avail of the Non-Stock Corporations:
Step 1: Verify or reserve proposed name
If the proposed name is allowed by the system, the reservation and confirmation notice is printed and given to the applicant
MC #3, s. 2017 shall serve as the guideline.
Step 2: Present AI and BL at Green Lane Unit Ground Floor, Secretariat Bldg., PICC Complex, Roxas Boulevard, Pasay City
Check the document presented. If complete, advise the registrant to pay the filing fee. If not, advise applicants to comply with the requirements.
Comply with the following provisions of the CC, SEC rules and regulations, and other existing laws:
C. No. 21 s. of 2013 on Omnibus Guidelines and Procedures on the use of Corporate and Partnership names
C. No. 3 s. of 2006 on principal and office and SEC MC. No. 6 s. Of 2014 on amendment of the principal office address
SEC Resolution dated September 18, 2003 on the date of annual meeting
O. 98 dated April 28, 1999 on Tax Identification Number (TIN)
C. No. 1 s. Of 2013 on mandatory TIN of foreign investors
Step 3: Pay filing fee at the Cashier
After receipt of application, CPRD staff generates the Certificate of Incorporation bearing applicant’s SEC registration no. and Unified Registration Report (URR)
Step 4: Present Official Receipt to Releasing Unit, Ground Floor, Secretariat Bldg., PICC Complex, Roxas Boulevard Pasay City to get the Certificate of Incorporation
Director reviews the application and forwards it for approval of the CRMD Director.
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