The Securities and Exchange Commission (SEC) launched a new feature in its online company registration system starting 15 September 2021, that will allow applicants to complete the process in one day, which gives new businesses the means to easily comply with the Commission’s registration requirements. Domestic Corporations may register with the Commission through the One-Day Submission and Express Registration of Companies (OneSec) feature of the Electronic Simplified Processing of Application for Registration of Company (eSPARC). OneSEC is an online “pass-through” system with an embedded validation process for applications involving the registration of domestic stock corporations and completion of the process in just one day. Only ordinary domestic stock corporations that are 100-percent owned by Filipinos, with no secondary licenses and whose common shares have a par value of not less than P1 and in non-decimal currency, and subscribed for through cash payment, will be accepted and processed via OneSEC. OneSEC applicants must also meet the following requirements:
The incorporators, directors, and subscribers of the corporation must be natural persons and residents of the Philippines. The corporation must also have a perpetual corporate term of existence and be located outside an economic zone.
The proposed corporate name must include a descriptor according to the corporation’s industry classification, must not contain any trade name, and must not be subject to any appeal for reconsideration.
There will be pre-filing of the corporation’s primary purpose or main business activity based on the chosen industry classification under OneSEC, which may not be subject to any modification by the applicant.
OneSEC is also integrated with the commission’s online payment portal called Electronic System for Payments to the SEC to provide a faster, seamless, and convenient end-to-end registration process.
Once the applicant completes the online registration process, they can download a digital copy of their interim COI and secure the original copy with the commission.
The applicant only needs to present all supporting documents such as the digital interim COIs and proof of payment of the assessed registration fees, together with the originally signed and authenticated or notarized hard copies of their registration documents, to the SEC.
OneSEC allows applicants to submit hard copies of their registration documents within one year from the issuance of their interim COI.
On another note, please refer to the SEC Notice dated 14 September 2021, which refers to the commission’s transition of applications for registration of partnerships and licensing of foreign corporations from the Company Registration System (CRS) to the eSPARC. The notice indicates that all pending applications that start with the company name reservation and those applications in the preform and in-form status in the CRS, including those filed but not yet approved for payment and in compliance status, must re-apply in eSPARC. For applications approved for payment in the CRS and provided with a Payment Assessment Form, applicants can proceed to pay the registration fees. Meanwhile, applicants that have already paid their registration fees but could not upload proof of payment in the CRS should submit the proof, together with signed and authenticated/notarized copies of their registration documents, to the selected processing office for issuance of their COI. Those who have not yet been issued their COI despite having uploaded the proof of payment should submit the proof, together with the above-mentioned documents, to the selected processing office for issuance of the COI. Predetermined primary purpose or main business activity in the registration application shall be exclusive and shall be subject to the following list of industry classifications only:
Printing and Publishing
Activities of a Holding Company
Wholesale Trading of Goods
Retail Trading of Goods
Wholesale and Retail Trading of Goods
Business Processing Outsourcing
Arrastre and Stevedoring Services
IT/ Software Applications
Non-vessel Operating Common Carrier
Registration applications that do not fall under all of the above conditions should proceed to the eSPARC Regular Processing. Note that there can be no erasures or edits on the application once done. Only system-generated registration application forms are acceptable. Any alteration, erasure, modification or revision in the system generated registration application shall result in the automatic denial of the application. Let Filepino help you manage your corporate concerns while you enjoy the seamless process. Call us today at +1.806.553.6552 (USA) or +63.917.8922337 (Philippines) or send your inquiries here.