DOCUMENTARY REQUIREMENTS FOR REGISTRATION

OF
CORPORATIONS AND PARTNERSHIPS
( as of June 30, 2013 )
All applications and supportin docu!"nts !ust #" in $our %&' copi"s and (a)"
co)"r s(""ts*
Docu!"nts sin"d a#road !ust #" aut("nticat"d #+ t(" P(ilippin" E!#ass+ or
Consulat" in t(" countr+ ,("r" sin"d*
All audit"d Financial Stat"!"nts and sp"cial audit r"ports !ust #" c"rti$i"d #+ an
ind"p"nd"nt C"rti$i"d Pu#lic Accountant %CPA'- ,it( Stat"!"nt o$ R"pr"s"ntation
$il"d ,it( t(" SEC* Said Stat"!"nt !ust indicat" t(" CPA C"rt* No*- PRC./OA No*
and t(" PTR No* o$ t(" CPA*
All applications !ust indicat" t(" Ta0 Id"nti$ication Nu!#"r %TIN' o$ t("
incorporators- stoc1(old"rs.!"!#"rs $or corporations- and partn"rs $or
partn"rs(ips*
For $or"in incorporator- su#scri#"r or dir"ctor- indicat" passport nu!#"r $or
purpos"s o$ incorporation and Ta0 Id"nti$ication Nu!#"r $or a!"nd!"nt o$ t("
Articl"s o$ Incorporation
I* REGISTRATION OF CORPORATIONS
A* STOC2 CORPORATION
/asic R"3uir"!"nts
1. Name Verification Slip (secure online or from SEC Name Verification Unit);
2. Articles of ncorporation an! "#$la%s;
3. &reasurer's Affi!a(it; an!
). Joint affi!a(it of t%o incorporators un!erta*in+ to c,an+e corporate name, as
pro(i!e! in its Articles of ncorporation or as amen!e! t,ereafter, imme!iatel#
upon receipt of notice or !irecti(e from t,e Securities an! E-c,an+e Commission
t,at anot,er corporation, partners,ip, or person ,as ac.uire! a prior ri+,t to t,e
use of t,at name or t,at name ,as /een !eclare! mislea!in+, !ecepti(e,
confusin+l# similar to a re+istere! name, or contrar# to pu/lic morals, +oo!
customs or pu/lic polic#. (not re.uire! if t,e Articles of ncorporation ,a(e a
pro(ision on t,is commitment).
Additional R"3uir"!"nts
0. En!orsement1clearance from ot,er +o(ernment a+encies, if applica/le.
lj_
6. For corporations with foreign equity: Proof of remittance by non-resident aliens
and foreign corporate subscribers to register their investment with the Bangko
Sentral ng Pilipinas BSP ! or an affidavit that they will not register their
investment with the BSP.
". For corporations with more than #$% foreign equity: application form required by
the Foreign &nvestments 'ct of ())( '.'. "$#*+ as amended!
,. For corporations with applications with the Philippine -conomic .one 'uthority
P-.'!+ Subic Bay /etropolitan 'uthority SB/'!+ 0lark 1evelopment
0orporation 010!+ 0agayan -conomic .one 'uthority 0-.'! or other
economic 2ones: 0ertificate of 'uthority or endorsement from said government
agencies
). 'dditional requirements based on kind of payment of subscription indicated
hereunder.
a. Cash
(. For corporations with foreign subscribers who want to register their investments
with the BSP: BSP standard bank certificate of inward remittance.
b. Land and! Building/Condominium Unit
(. 1escription of the property showing the name of its registered owner+ location+
area+ 303 4o.+ ta5 declaration number and the basis of the transfer value
market value6assessed value6 2onal value or appraised value !+ signed by the
treasurer of the corporation7
*. 0opy of 3036003 and ta5 declaration sheet+ as certified by the 8egister of
1eeds and the 'ssessor9s :ffice+ respectively7
;. &f transfer value is based on 2onal value: <atest 2onal valuation certified by the
Bureau of &nternal 8evenue B&8!7
#. &f transfer value is based on appraised value: 'ppraisal report by a licensed
real estate appraiser not more than si5 =6> months old!7
?. 1eed of assignment7
6. &f property is mortgaged: /ortgagee6creditor9s certification on the outstanding
loan balance and his consent to the transfer of property7
". For assignment of a building where the assignor is not the owner of the land:
<ease contract on the land and consent of the land owner to the transfer7
,. 'ffidavit of the transferor that the building6condominium unit is e5isting and in
good condition7 and
). 'ffidavit of undertaking by any incorporator or director to submit the proof of
transfer of the property within the prescribed period.
c. Untitled Land
&f the property6ies involved are untitled lands classified by the Bureau of <ands
and the 1epartment of -nvironment and 4atural 8esources 1-48! as alienable and
2l_
disposable lands and are not covered by the Comprehensive Agrarian Reform Law of
1988 ( RA 6657! the following doc"ments sho"ld! in addition! be s"bmitted#
1$ %"plicate original or certified tr"e copies! insofar as may be applicable! or#
(i &roof of possession or that the s"b'ect land had been in the possessor(s
open! peacef"l! contin"o"s and "ninterr"pted e)cl"sive possession in the concept
of an owner for a least thirty (*+ years and that the possessor had introd"ced
improvements thereon! if any! (s"bmit a certification of the a"thori,ed officer of the
barangay where the property is located! and at least two (- ad'oining property
owners or possessors! attesting to the transferor(s possession of the property or
claimants of the property. and payment of corresponding local real estate ta)es.
(ii %"plicate original or certified tr"e copies of the ta) declaration! ta) receipts
and local real estate ta) clearance.
(iii Affidavit e)ec"ted by the transferor attesting that.
(a /is adverse! contin"o"s and open possession of the "ntitled property
may ripen into ownership by virt"e of ac0"isitive prescription.
(b 1he s"b'ect property is not tenanted (s"bmit Affidavit of 2on31enancy.
(iv %"plicate original or certified tr"e copies of any deed! conveyance!
mortgage! lease! or other vol"ntary instr"ment affecting the "ntitled property d"ly
recorded in the office of the Register of %eeds for the province or city where the
land is sit"ated! p"rs"ant to 4ections * and 11* of &% 2o$ 15-9.
(v Affidavit e)ec"ted by the transferor attesting to the#
(a 5)istence ( or non3e)istence of easements over the "ntitled property.
(b 6ind or description of the easementls and its location. and
(c 7hether the transferor is the dominant estate or the servient estate by
virt"e of s"ch easementls
(vi 8nderta9ing ("nder oath of the transferor:s"bscriber to answer for any
liability that the corporation might inc"r by virt"e of the acceptance of said
property as paid3"p capital.
-$ Clearance or certification from the %epartment of Agrarian Reform attesting to the
following#
(i there is no other application or claimant to the "ntitled land.
(ii it has not iss"ed any Certificate of Land ;wnership Award (CL;A over the
property to any other party. or
(iii the land is e)empted from the coverage of the Comprehensive Agrarian
&rogram of the government.
*$ <l"e &rint 4"rvey of the &lan! as approved by the <"rea" of Lands! showing the
incl"sion of s"ch lands$
d. Inventories IFurniture/Personal Properties
1$$ %escription of the property and the basis of transfer val"e (mar9et val"e or boo9
val"e signed by the treas"rer of the corporation.
*$L
2. Special audit report by an independent CPA on the verification and valuation of
the Property, or appraisal report by an accredited appraisal company, which is
not more Six (6) months old, on the valuation of the property
!. "eed of assi#nment of the property to the corporation and
$. Affidavit of the transferor that the inventories% furniture%personal properties are
existin# and in #ood condition.
e. Heavy Equipment and Machinery
&. "escription of the heavy e'uipment or property and the basis of transfer value
(boo( value or appraised value) si#ned by the treasurer of the corporation
2. Appraisal report by a licensed mechanical en#ineer (not more than six )6* months
old). +f the property is imported, the valuation report of the ,SP shall be
submitted
!. "eed of assi#nment of the heavy e'uipment or property to the corporation and
$. Affidavit of the transferor that the heavy e'uipment%machinery is existin# and in
#ood condition.
f. Shares of Stock
&. "escription of the shares of stoc( showin# the name of stoc(holder, stoc(
certificate number, number of shares and the basis of transfer value (mar(et
value or boo( value) si#ned by treasurer of the corporation
2. Audited financial statements of the investee company as of the last fiscal year,
stamped received by the S-C and ,+.
!. "eed of assi#nment of the shares of stoc( to the corporation
$. Certification by the corporate secretary of the investee company that the shares
are in the name of the assi#nor
/. Photocopy of the stoc( certificates (the ori#inal copy should be presented for
verification)
6. +f shares of stoc( are listed in the stoc( exchan#e0 1atest mar(et 'uotation in the
newspaper or certification from the stoc( exchan#e%bro(er on the latest mar(et
price of the shares of stoc( and
2. Affidavit of underta(in# by any incorporator or director to submit the proof of
transfer within the prescribed period.
g. Motor Vehicles
&. "escription of the motor vehicles showin# the name of the re#istered owner,
ma(e%model, plate number, chassis number, motor number, certificate of
re#istration number, and mar(et value, si#ned by the treasurer of the corporation
2. Photocopy of the Certificate of .e#istration and official receipt of annual
re#istration fee (the ori#inal copy should be presented for verification)
41.
3. Appraisal report by a licensed automotive engineer (not more than six [6] months
old);
4. Deed o assignment o the motor vehicle to the corporation;
!. Aidavit o the transeror that the motor vehicle is existing and in good condition;
and
6. Aidavit o underta"ing by any incorporator or director to submit the proo o
transer #ithin the prescribed period.
h. $ea%esse%Aircrat
&. Description o the vessel'aircrat sho#ing the name o the registered o#ner(
registry number( technical description( and appraised value signed by the
treasurer o the corporation;
). *ertiied true copy o the certiicate o o#nership;
3. *ertiicate o sea#orthiness'air#orthiness issued by the appropriate government
agency;
4. Appraisal report by a licensed maritime or aeronautical engineer (not more than
six [6] months old);
!. Deed o assignment o the vessel'aircrat to the corporation;
6. Aidavit o the transeror that the sea vessel'aircrat is existing and in good
condition;
+. Aidavit o underta"ing by any incorporator'director to submit the proo o transer
#ithin the prescribed period.
i. ,ntangibles
&. -hotocopy o the certiicate o registration o intellectual property rights or mining
permit (or mining claims'rights);
). Appraisal report by an accredited appraisal company (not more than six [6]
months old);
3. Deed o assignment o intangibles to the corporation.
.. /et Assets (by #ay o conversion o single proprietorship'partnership into
corporation or by #ay o spin0o)
&. Articles o Dissolution o -artnership;
). Audited inancial statements o the single proprietorship or partnership or division
o a corporation (or spin os) as o the last iscal year;
3. 1ong0orm audit report o item );
4. Deed o assignment o the assets and liabilities to the corporation;
!&.
5. Separate deed of the assignment for the land with primary entry by the Register of
Deeds
6. List of creditors, with the amount due to each creditor certified by the auditor or
certified under oath by the company accountant and the written consent of each
creditor;
7. Description of the properties with certificate of registration/titles and their respectie
boo! alues; and
". #hotocopy of the $ertificate of Registration of the motor ehicle %the original copy
should be presented for erification&;
'. #hotocopy of the ($(/$$( and ta) declaration sheet, as certified by the Register
of Deeds and the *ssessor+s ,ffice, respectiely; and
-.. /or single proprietorships0 Department of (rade and 1ndustry %D(1&
$ertificate of Registration.
Notes:
-. 1tems 5 to -. shall be complied with only if applicable
2. (he corporation should use the name of the partnership, drop the word
3company3 and add either the word 3corporation3 or 3incorporated3, or its
abbreiation
4. (he filing of the *rticles of Dissolution and *rticles of 1ncorporation or
1ncrease of *uthori5ed $apital Stoc! should be simultaneous.
B. NON-STOCK CORPORATION
Basic Requirements
-. 6ame 7erification Slip;
2. *rticles of 1ncorporation and 8y9laws;
4. :oint affidait of two incorporators underta!ing to change corporate name, as
proided in its *rticles of 1ncorporation or as amended thereafter, immediately
upon receipt of notice or directie from the Securities and ;)change $ommission
that another corporation, partnership, or person has ac<uired a prior right to the
use of that name or that name has been declared misleading, deceptie,
confusingly similar to a registered name, or contrary to public morals, good
customs or public policy. %not re<uired if the *rticles of 1ncorporation hae a
proision on this commitment &.
=. List of members, as certified by the corporate secretary, unless already stated in
the *rticles of 1ncorporation; and
5. List of names of contributors or donors and the amounts contributed or donated,
as certified by the treasurer. (here shall be no fi)ed amount of contribution
re<uired but only such reasonable amount as the incorporators and trustees
may deem sufficient to enable the corporation to start operation, e)cept in
the case of foundations which must hae a minimum contribution of at least
,ne >illion #esos %#-,...,......&.
61.
Additional requirements
1. For Foundations: Notarized certificate of bank deposit of the contribution of not
less than P1,000,000.00: and statement of willingness to allow the SE to
conduct an audit
!. For religious corporations: "efer to Sections 10#$11% of the ode, and an
affida&it of affirmation or &erification b' the chief priest, rabbi, minister or
presiding elder
(. For federations: ertified list of member$associations b' corporate secretar' or
president
). For condominium corporations*associations: +aster ,eed with primar' entr' of
the "egister of ,eeds and certification that there is no other e-isting similar
condominium association within the condominium pro.ect
//. LICENSING OF FOREIGN CORPORATIONS
A. BRANCH OFFICE and REPRESENTATIVE OFFICE
1. 0pplication Form
a1 SE Form No. F$10( $ for 2ranch 3ffice
b1 SE Form No. F$10) $ for "epresentati&e 3ffice
c1 SE Form No. F$104 $ for Non$stock corporations
!. Name 5erification Slip6
(. 0uthenticated cop' of the board resolution that 7a1 authorizes the establishment
of branch or representati&e office in the Philippines6 7b1 designates the resident
agent to whom summons and other legal processes ma' be ser&ed to the foreign
corporation6 and 7c1 states that in the absence of such agent or upon cessation of
its operation in the Philippines, an' summons or legal processes ma' be ser&ed
to SE as if the same is made upon the corporation at its home office6
). Financial Statements as of a date not e-ceeding one 711 'ear immediatel' prior
to the application, certified b' an independent P0 of the home countr' and
authenticated before the Philippine onsulate*Embass'6
8. 0uthenticated cop' of the 0rticles of /ncorporation with an English translation if in
foreign language other than English6
%. Proof of /nward "emittance, such as bank certificate6
9. "esident 0gent:s acceptance of appointment 7not re;uired if the resident agent is
the signator' in the application form16 and
4. For "epresentati&e 3ffice and 2ranch 3ffice of non$stock corporations: 0ffida&it
signed b' the resident agent stating that the applicant is sol&ent and in sound
financial condition.
71.
B. REGIONAL OR AREA HEADQUARTERS and
REGIONAL OPERATING HEADQUARTERS
1. Application Form;
. Nam! "!ri#ication Slip;
$. A c!rti#ication #rom t%! P%ilippin! &on'(lat!)Em*a''+ or t%! P%ilippin!
&omm!rcial O##ic! or #rom t%! !,(i-al!nt o##ic! o# t%! P%ilippin! DTI in t%!
applicant.' %om! co(ntr+ t%at 'aid #or!i/n #irm i' an !ntit+ !n/a/!d in
int!rnational trad! 0it% a##iliat!'1 '(*'idiari!' or *ranc% o##ic!' in t%! A'ia Paci#ic
and ot%!r #or!i/n mar2!t'; in ca'! t%! c!rti#ication i' i''(!d *+ t%! !,(i-al!nt
o##ic! o# t%! P%ilippin! DTI1 t%! 'am! '%all *! a(t%!nticat!d *+ t%! P%ilippin!
&on'(lat!)Em*a''+;
3. A c!rti#ication #rom t%! principal o##ic!r o# t%! #or!i/n !ntit+ t%at t%! 'aid #or!i/n
!ntit+ %a' *!!n a(t%ori4!d *+ it' *oard o# dir!ctor' or /o-!rnin/ *od+ to
!'ta*li'% it' r!/ional or ar!a %!ad,(art!r' or r!/ional op!ratin/ %!ad,(art!r' in
t%! P%ilippin!'; and
5. Endor'!m!nt o# t%! Board o# In-!'tm!nt' 6BOI7.
Not!'8 9it%in $: da+' #rom r!c!ipt o# lic!n'!1 t%! #ollo0in/ '%all *! '(*mitt!d8
a. For R!/ional or Ar!a H!ad,(art!r'8 proo# o# r!mittanc! o# at l!a't
US;5:1:::
*.For R!/ional Op!ratin/ H!ad,(art!r'8 proo# o# r!mittanc! o# at l!a't
US;::1::: i# not '(*mitt!d 0it% t%! application pap!r'.
III. REGISTRATION< RE&ORDING OF PARTNERSHIPS
Ba'ic R!,(ir!m!nt'
1. Nam! "!ri#ication Slip;
. Articl!' o# Partn!r'%ip; and
$. =oint a##ida-it o# t0o partn!r' (nd!rta2in/ to c%an/! partn!r'%ip nam! 1 a'
pro-id!d in it' Articl!' o# Partn!r'%ip or a' am!nd!d t%!r!a#t!r1 imm!diat!l+
(pon r!c!ipt o# notic! or dir!cti-! #rom t%! S!c(riti!' and E>c%an/! &ommi''ion
t%at anot%!r corporation1 partn!r'%ip1 or p!r'on %a' ac,(ir!d a prior ri/%t to t%!
('! o# t%at nam! or t%at nam! %a' *!!n d!clar!d mi'l!adin/1 d!c!pti-!1
con#('in/l+ 'imilar to a r!/i't!r!d nam!1 or contrar+ to p(*lic moral'1 /ood
c('tom' or p(*lic polic+. 6not r!,(ir!d i# t%! Articl!' o# Partn!r'%ip %a' pro-i'ion
on t%i' commitm!nt7.
Additional r!,(ir!m!nt'
1. Endor'!m!nt)cl!aranc! #rom ot%!r /o-!rnm!nt a/!nci!'1 i# applica*l!
. For partn!r'%ip 0it% #or!i/n partn!r'
a7 SE& Form No. F? 1:5
*7 Ban2 c!rti#icat! on t%! capital contri*(tion o# t%! partn!r'
/@A
c) For foreign partners who want to register their investments with the SSP:
Proof of remittance
Note: If it is a limited partnership, the word "Limited" or "Ltd" should be added to the
partnership name. rticles of Partnership of limited partnerships should be under oath
onl! "#urat) and not ac$nowledged before a notar! public.
I%. &'()* PPLI+'I&NS
. F&* +&*P&*'I&NS
I. ,)N-)- *'I+L)S &F IN+&*P&*'I&N
"for stoc$ and non8stoc$ domestic corporations)
/. mended rticles of Incorporation.
0. -irectors1 or 'rustees1 +ertificate 8 a notari2ed document signed b! a ma3orit! of
the directors or trustees and the corporate secretar!, certif!ing "i) the amendment
of the rticles of Incorporation and indicating the amended provisions, "ii) the
vote of the directors or trustees and stoc$holders or members, "iii) the date and
place of the stoc$holders1 or members1 meeting4 and "iv) the ta5 identification
number of the Signatorieswhich shall be placed below their names.
6. ,onitoring +learance issued b! the +ompliance ,onitoring -ivision "+,-).
Note:
7 For financing and lending companies, issuers of proprietar! or non8
proprietar! membership "Le. golf clubs) and foundations, monitoring
clearance shall be issued b! the Investor Protection and Surveillance
-epartment "IPS&).
7 For listed and public companies, monitorina clearance is issued b! the
+orporation Finance -epartment "+F-).
7 For capital mar$et parti+ipants such as bro$ers, dealers and investment
houses, monitoring is with the ,ar$et *egulation -epartment ",*-).
9. Secretar!1s +ertificate 8 notari2ed document signed b! the corporate secretar!
certif!ing that no action or proceeding has been filed or is pending before an!
+ourt or tribunal involving an intra8corporate dispute or claim b! an! person or
group against the directors, officers or stoc$holders of the +orporation.
dditional *e:uirements
/. )ndorsement;clearance from other government agencies, if applicable
If the provision to be amended is the corporate name, submit the following
a) Name %erification Slip4 and
b) ffidavit of a director, trustee or officer underta$ing to change corporate
name, as provided in its rticles of Incorporation or as amended thereafter,
immediatel! upon receipt of notice or directive from the Securities and
)5change +ommission that another corporation, partnership, or person has
ac:uired a prior right to the use of that name or that name has been declared
91.
misleading, deceptive. confusingly similar to a registered name, or contrary
to public morals. good customs or public policy. (not required if the Articles of
Incorporation has provision on this commitment).
II. AMENDED BY-LAWS
(for stock and non-stock domestic corporations)
1. Amended By0laws and
!. "irectors# or $rustees# %ertificate 0 a notari&ed document signed by a ma'ority of
the directors or trustees and the corporate secretary, certifying to (i) the
amendment of the By0laws, indicating the amended provisions, (ii) the vote of the
directors or trustees and stoc(holders or members, (iii) the date and place of the
stoc(holders# or members# meeting, and (iv) the ta) identification number of the
signatories which shall be placed below their names.
*. +onitoring %learance issued by the %ompliance +onitoring "ivision (%+").
,ote-
. /or financing and lending companies. issuers of proprietary or non0
proprietary membership (1e. golf clubs) and foundations. monitoring
clearance shall be issued by the Investor 2rotection and 3urveillance
"epartment (l23").
. /or listed and public companies. monitorina clearance is issued by the
%orporation /inance "epartment (%/").
. /or capital mar(et parti%ipants such as bro(ers. dealers and investment
houses. monitoring is with the +ar(et 4egulation "epartment (+4").
5. 3ecretary#s %ertificate 0 notari&ed document signed by the corporate secretary
certifying that no action or proceeding has been filed or is pending before any
%ourt or tribunal involving an intra0corporate dispute or claim by any person or
group against the directors. officers or stoc(holders of the %orporation.
III. INCREASE OF A!"ORI#ED CA$I!AL S!OC%
Basic Re&'irements
1. %ertificate of Increase of %apital 3toc(
!. $reasurer#s Affidavit certifying the increase of capital stoc(, the amount
subscribed and the amount received as payment
*. 1ist of stoc(holders as of the date of the meeting approving the increase,
indicating the nationalities of the subscribers and their respective subscribed and
paid0up capital on the e)isting authori&ed capital stoc(, as certified by the
corporate secretary
5. Amended Articles of Incorporation
6. ,otari&ed directors# certificate certifying (a) the amendment of the Articles of
Incorporation increasing the authori&ed capital stoc(, (b) the votes of the
directors and the stoc(holders, and (c) the date and place of the stoc(holders#
10
meeting, which shall be signed by a majority of the directors and the corporate
secretary;
6. Endorsement/clearance from other government agencies or other SEC
Departments. if applicable: and
7. Secretarys Certificate 2 notari"ed doc#ment signed by the corporate secretary
certifying that no action or proceeding has been filed or is pending before any
Co#rt or trib#nal involving an intra2corporate disp#te or claim by any person or
gro#p against the directors. officers or stoc$holders of the Corporation.
%dditional re&#irements depending on the $ind of payment on s#bscription
%. Cash
i. 'or listed companies. p#blic companies defined in the Sec#rities (eg#lation
Code. Companies that offer or sell sec#rities to the p#blic: and where the
payment to the s#bscription to the increase is more than )*+,:
*. %#dited financial statements as of the preceding fiscal year. stamped
received by the SEC and the -.(.
/. % report by an independent C)% on the verification of the cash payment
on s#bscription to the increase in accordance with the 0#idelines on 1n2
site 3erification provided for in SEC ,emorand#m Circ#lar 4o.6. series
of /++5 6need not be s#bmitted if payment on s#bscription is already
reflected in the a#dited financial statements. and the additional capital
inf#sion is reflected in the cash flow statement7;
8. Copy of the official receipt. deposit slip, or ban$ statement or passboo$,
and for foreign E&#ity. Certificate of .nward (emittance;
9. :rial -alance as of end of the month immediately preceding the
s#bmission of the re&#irements. which shall incl#de the additional capital
inf#sion. as certified by the company acco#ntant; and
;. .n case of (#ral -an$s:
a7 4otari"ed ban$ certification to be signed by majority of the ban$s
board of directors in accordance with the form re&#ired by -S).
b7 <ist of stoc$holders of record with their respective s#bscribed and
paid2#p before and after the increase and list of s#bscribers to the
increase with their respective s#bscription and payment as
presented to and approved by the -S).
6. Secretarys Certificate 2 notari"ed doc#ment signed by the corporate
secretary certifying that all the non2s#bscribing stoc$holders waived their
respective pre2emptive rights.
i. 'or cases not covered by i above:
*. S#bscription Contract; and
/. Secretarys Certificate 2 notari"ed doc#ment signed by the corporate
secretary certifying that all the non2s#bscribing stoc$holders waived their
respective pre2emptive rights
11
B. Conversion of advances/liabilities to equity
1. Audited financial statements as of the preceding fiscal year, stamped
received by the SEC and the BIR
2. A report by an independent C!A on the verification of the advances to be
converted to equity in accordance "ith the #uidelines on $n%site
&erification as provided for in SEC 'emorandum Circular (o.), series of
2008;
3. *rial balance as of the end of the month immediately preceding the
submission of the requirements, "hich shall include the sub+ect advances
or liabilities, as certified by the company accountant and
4. ,eed of Assignment signed by the creditor or subscriber assigning the
advances as payment for his subscription.
(ote- If the advances are reflected in the audited financial statements .item /
above0, submit a certification from the auditor identifying the creditors and the
amount o"ed to each, in lieu of item 2.
C. Stoc1 dividends
1. 2ist of stoc1holders entitled to the stoc1 dividend "ith their respective
outstanding shares and the allocation of the stoc1 dividends, as certified
by the corporate secretary and
2. Certification by the corporate secretary on the treatment of the resulting
fractional shares, if any.
3. Reconciliation of retained earnings available for dividend declaration,
certified by an independent auditor as provided for in SEC 'emorandum
Circular (o. 11, series of 2008.
4. Audited financial statements as of the preceding fiscal year, stamped
received by the SEC and the BIR.
5. Audited financial statements used as the basis for such dividend
declaration .if the basis is other than item no. 30.
). !ro+ected financial statements for the remaining period .if the basis is item
no. 40
5. 6nderta1ing under oath by the !resident or *reasurer to replace any
deficiency by other form of payment allo"able by SEC, in the event the
Retained earnings as of the end of the fiscal year is not sufficient to cover
the stoc1 dividend under consideration.
,. 7or other forms of property as payment, submit the additional
requirements enumerated for registration of stoc1 corporations
12
IV. DECREASE OF AUTHORIZED CAPITAL STOCK
1. Certificate of Decrease of Authorized Capital Stock;
2. Audited financial statements as of last fiscal year, stamped received by the SC
and the !I";
#. If it involves a return of capital$ %on& form audit report and list of creditors 'ith
the amount due to each certified by the auditor or certified under oath by
company accountant and 'ritten consent of each creditor;
4. %ist of stockholders before and after the decrease, as certified by the corporate
secretary;
5. Amended Articles of Incorporation;
6. (otarized directors) certificate certifyin& *i+ the amendment of the Articles of
Incorporation to decrease the authorized capital stock, *ii+ the votes of the
directors and the stockholders, and *iii+ the date and place of the stockholders)
meetin&, 'hich shall be si&ned by a ma,ority of the directors and the corporate
secretary; and
7. -ublisher)s affidavit of the publication *once only+ of the decrease of capital in a
ne'spaper of &eneral circulation.
V. RECLASSIFICATION/DECLASSIFICATION/CONVERSION OF SHARES
1. (otarized directors) certificate certifyin& *i+ the amendment of the articles of
incorporation classifyin& the shares of stock, *ii+ the votes of the directors and
the stockholders, and *iii+ the date and place of the stockholders) meetin&, 'hich
shall be si&ned by a ma,ority of the directors and the corporate secretary;
2. Amended Articles of Incorporation;
3. %ist of stockholders sho'in& the names, nationalities and stockholdin&s before
and after the reclassification.declassification.conversion, as certified by the
corporate secretary; and
4. Audited financial statements as of the last fiscal year, stamped received by the
SC and the !I".
VI. MERGER/CONSOLIDATION
1. Articles of /er&er.Consolidation;
0. -lan of /er&er.consolidation;
#. %ist of stockholders of the constituent corporations before the
mer&er.consolidation, and list of stockholders of record of the survivin&
corporation after the mer&er.consolidation, as certified by the corporate
secretary;
1. Certification, under oath, by the corporate secretary, on the meetin&s of the
directors and stockholders of the constituent corporations approvin& the
mer&er.consolidation;
13
5. Audited financial statements of the constituent corporations as of a date not
earlier than 120 days prior to the date of filing of the application in accordance
with PFRS 3 (Accounting Standard on usiness !om"ination#$
%. For a"sor"ed corporations& 'ong0form audit report of item 5$
). !ertification* under oath* "y the president* chief finance officer or treasurer of the
constituent corporations that all creditors (state cut0off date# ha+e "een properly
notified of the proposed merger,consolidation$
-. .f at least one of the constituent corporations is insol+ent& Affida+it of pu"lication
in a newspaper of general circulation of the proposed merger,consolidation.
Notes:
1. .f the sur+i+ing corporation will not issue shares of stoc/ or create additional paid0
in capital& 1isregard item %
2. .f the merger will "e effected via increase of capital stoc/& Su"mit also the
re2uirements for .ncrease of Authori3ed !apital Stoc/
3. For consolidation& Su"mit also the re2uirements for the registration of a stoc/ or
non0stoc/ corporation
VII. INCREASE OF FOREIGN EQUITY (for corporations registered under the Foreign
Investments Act)
Mode of payment:
a. Assignment of Filipino stoc/holdings to non0Philippine nationals
1. S4! Form 5o. F0101 or F0102
2. 6riginal copy of the 1eed of Assignment
". .ssuance of new stoc/s from the unsu"scri"ed capital stoc/
1. S4! Form 5o. F0101 or F0102
2. Form F01001
c. .ncrease or 1ecrease of authori3ed capital stoc/
1. S4! Form 5o. F0101 or F0102
2. Re2uirements for .ncrease,1ecrease of !apital Stoc/
d. 7erger or !onsolidation
1. S4! Form 5o. F0101 or F0102
2. Re2uirements for merger or consolidation
VIII. DISSOLUTION !y s"o#ten$n% &o#po#ate te#m'
1. Amended Articles of .ncorporation
2. 5otari3ed directors8 certificate certifying (i) the amendment of the Articles of
.ncorporation shortening the corporate term* (ii# the +otes of the directors,trustees
and stoc/holders,mem"ers* and (iii# the date and place of the
stoc/holders8,mem"ers8 meeting which shall "e signed "y the ma9ority of
directors and corporate secretary$
14
3. List of creditors and the amount due to each, if any, certified by the auditor or
certified under oath by the company accountant and the written consent of each
creditor, or certification as to non-existence of creditors;
4. Certification signed by the President and the Treasurer certifying that-
i. The dissolution is not preudicial to the interest of the creditors; and
ii. There is no opposition from any creditor from the time of the last publication of
the notice of dissolution up to the filing of the application for dissolution with
the Commission;
5. !"# tax clearance;
$. %ffida&it of publication once a wee' for three (3) consecuti&e wee's in a
newspaper published in the pro&ince or city where the principal office of the
corporation is located, or if no newspaper is published in such place, in the
business section of a national newspaper of general circulation in the Philippines
of the notice of time, place and obect of the meeting where the dissolution of the
corporation was appro&ed, and
7. *ndorsement+clearance from other go&ernment agencies, if applicable
%dditional re,uirements
i. Where the applicant has ceased operations for at least one (1) year, it shall
submit-
a- %udited .inancial !tatements as of last fiscal year of operation; and
b- %ffida&it of non-operation certified under oath by the President and
Treasurer
ii. Where the applicant has no operation since incorporation, it shall submit-
a- /alance !heet certified under oath by Treasurer and President;
b- %ffida&it of non-operation certified under oath by the President and
Treasurer; and
c- Certificate of non-registration issued by the /"#.
iii. Where the applicant is a stock corporation with paid up-capital of less than
PSO,OOO.OO, it shall submit its /alance !heet as of last preceding fiscal year
certified under oath by the President and Treasurer
i&. Where the applicant is a non-stock corporation with gross receipts of less
than P100,OOOor total assets less than PSOO,OOO, it shall submit its /alance
!heet as of last preceding fiscal year certified under oath by the President
and Treasurer
&. For cases not coered by ! to !" aboe, it shall submit its %udited .inancial
!tatements as of last fiscal year of operation.
0ote1 "n cases where there are creditors and the consent of the creditors was not
secured, the application should be in the form of a petition to be filed with 2ffice of
3eneral Counsel of the !*C.
IX. QUASI-REORGANIZATION
4. Letter re,uesting appro&al to undergo ,uasi-reorgani5ation;
15
2. Certification, under oath, by the corporate secretary, on the board resolution
approving the quasi-reorganization;
3. Appraisal report of the fixed assets (real properties, peranently installed fixed
assets and achineries and equipent directly needed and actually used in the
business!;
". #chedules sho$ing the details of the appraised properties;
%. &atest audited financial stateents of the corporation, staped received by the
#'C and the ()*;
+. Analysis of the revaluation increent; and
,. -ro.ected financial stateents for the next five (%! years.
/. '01)23 *'#2*1C21*)45
6. &etter requesting approval to undergo equity restructuring;
2. Certification, under oath, by the corporate secretary, on the board resolution
approving the equity restructuring plan; and
3. Audited financial stateents as of the last fiscal year, staped received by the
#'C and the ()*.
/). C*'A2)74 78 A99)2)74A& -A)9-)4 CA-)2A&
6. &etter requesting approval for the creation of the additional paid in capital;
2. Certification, under oath, by the corporate secretary, on the board resolution
approving the creation of the additional paid-in capital; and
3. Audited financial stateents as of the last fiscal year, staped received by the
#'C and the #) *.
4ote: 8or additional requireents: *efer to the additional requireents for )ncrease
of the Authorized Capital #toc; depending on the ;ind of payent on
subscription
/)). CA#< 9)=)9'49 9'C&A*A2)74
6. Certification, under oath, by the corporate secretary, of the board resolution
declaring the cash dividends;
2. Audited financial stateents as of the last fiscal year, staped received by the
#'C and the #)*; and
3. )nteri audited financial stateents used as the basis for such declaration (to be
subitted also if the basis is other than ite 2 !;
". -ro.ect incoe stateent for the reaining period certified by the copany
accountant;
16
5. Reconciliation of retained earnings available for dividend declaration certified by
an independent auditor as provided for in SEC Memorandum Circular No. 11,
Series of 200
!""". S#$C% &"'"&EN& &EC()R)#"$N
1. Certification, under oat*, by t*e corporate secretary, of t*e declaration of stoc+
dividends by ma,ority of t*e directors and t*e stoc+*olders representing at least
2-. of t*e outstanding capital stoc+/
2. )udited financial statements as of t*e last fiscal year, stamped received by t*e
SEC and t*e S"R/
.. "nterim audited financial statements used as t*e basis for suc* declaration 0 to be
submitted also if t*e basis is ot*er t*an item 2 1/
2. 3ro,ected income statement for t*e remaining period/
5 Reconciliation of retained earnings available for dividend declaration certified by
an independent auditor as provided for in SEC Memorandum Circular No. 11,
Series of 200
4. )nalysis of Capital Structure, signed under oat* by t*e treasurer.
!"'. 3R$3ER#5 &"'"&EN& &EC()R)#"$N
1. Certification, under oat*, by t*e corporate secretary, on t*e board resolution
declaring t*e property dividends/
2. (ist of stoc+*olders and t*e allocation of t*e property dividend, as certified by t*e
corporate secretary/
.. )udited financial statements as of t*e last fiscal year, stamped received by t*e
SEC and t*e S"R/
2. &etailed sc*edule of t*e property account appearing in t*e audited financial
statements/
5. Certification by t*e president t*at t*e property is no longer needed in t*e
operation of t*e company.
!'. CER#"6"C)#"$N $6 3)"&783 C)3"#)8C)3"#)( S#R8C#8RE
1. Re9uest for certification/
2. )udited financial statements as of t*e last fiscal year, stamped received by t*e
SEC and t*e S"R/ and
.. (ist of stoc+*olders, s*o:ing t*e names and t*e subscribed and paid7up capital
of eac* stoc+*older, certified by t*e corporate secretary.
Note; 6or additional re9uirements in case t*e payment to subscription came in after
t*e balance s*eet date; Refer to t*e additional re9uirements for "ncrease of
)ut*ori<ed Capital Stoc+ depending on t*e +ind of payment on subscription
17
XVI. CERTIFICATION OF PERCENTAGE OF OWNERSHIP
1. Request for certification;
2. List of stockholders, showing the names, nationalities, amount subscribed and
paid-up capital of each stockholder, certified by corporate secretary;
3. udited financial statements as of the last fiscal year, stamped recei!ed by the
"#$ and the "%R; and
&. "tock and transfer book of the corporation 'to be presented for !erification(.
XVII. CREATION OF BONDED INDEBTEDNESS
1. $ertificate of creation of bonded indebtedness;
2. udited financial statements as of the last fiscal year, stamped recei!ed by the
"#$ and the "%R;
3. %f item 2 is more than si) '*( months old+ ,naudited financial statements for the
current year period, certified by the company accountant
&. List of the company-s properties, with the book, appraised or bondable !alues of
the properties which will be used to secure the pro.ected bond issues, certified
by the company accountant or comptroller;
/. 0ro.ected financial statements, showing the utili1ation of the proceeds of the
bonds and the redemption of the bond issues, signed by the company
accountant or comptroller;
*. 2rust indenture, "ignedby the corporation and the trustee; and
3. "ample form of the mortgaged bond certificate to be issued.
XVIII. CONFIRMATION OF VALUATION
1. "#$ 4orm 10-1/1etter request confirming the !aluation;
2. $ertification, under oath, by the corporate secretary, on the board resolution
appro!ing the additional issuance of shares of stock;
3. udited financial statements as of the last fiscal year, stamped recei!ed by the
"#$ and the "%R; and
&. List of stockholders, with the nationalities, amount subscribed and paid up, and
the subscribers to the new shares, signed under oath by the corporate secretary.
Note: 4or additional requirements+ Refer to the additional requirements for %ncrease of
uthori1ed $apital "tock depending on kind of payment
XIX. VOTING TRUSTS
1. 5oting 2rust greement; and
18
2. Certification on the number of shares of trustors, signed by the corporate
secretary
B. FOR PARTNER!"P
". A#EN$E$ ART"C%E OF PARTNER!"P &to change partnership name'
(. Name )erification *ip+
2. Amended Artic*es of Partnership+
,. Affida-it of a partner underta.ing to change partnership name+ snf
/. Endorsement0c*earance from other go-ernment agencies, if app*icab*e
"". A#EN$E$ ART"C%E OF PARTNER!"P &to change partners'
(. Amended Artic*es of Partnership+ and
2. $eed of Assignment of partnership interest0*etter of 1ithdra1a* of partner0 or
affida-it of death of partner
""". FOR OT!ER A#EN$#ENT
(. Amended Artic*es of Partnership
"). $"O%2T"ON OF PARTNER!"P
(. Artic*es of $isso*ution+ and
2. B"R Ta3 C*earance
C. FOR FORE"4N CORPORAT"ON
". $EPO"T OR 2BT"T2T"ON OF EC2R"T"E $EPO"TE$ B5 T!E
BRANC! OFF"CE
(. Co-er *etter re6uesting acceptance of the securities deposit+
2. Photocopy of the confirmation of sa*e or origina* copy of the go-ernment bonds+
,. %etter re6uest for earmar.ing of treasury bi**s for EC deposit, stamped recei-ed
by the Bureau of Treasury+ and
/. Audited financia* statements as of the *ast fisca* year, stamped recei-ed by the
EC and the B"R.
"". A#EN$#ENT OF %"CENE OF FORE"4N CORPORAT"ON
Basic Re6uirements
19
1. Petition for amendment of license; and
2. Board resolution approving the amendments
Additional requirements
a. Amendment of corporate/partnership name
a.t. Name Verification Slip
a.2. Affidavit of a director/partner undertaking to change company name
. !han"e/appointment of resident agent
.t. Board resolution or letter of appointment
.2. Acceptance y the resident agent
III. WITHDRAWAL OF LICENSE OF FOREIGN CORPORATIONS
1. Petition for #ithdra#al of license;
2. Authenticated copy of the oard resolution approving the #ithdra#al of license;
$. Audited financial statements as of the last fiscal year% stamped received y the
S&! and the B'(;
). *ist of creditors% if any% and consent of each creditor% or certification as to non+
e,istence of creditors;
-. .riginal license issued y the S&!;
/. Pulisher0s affidavit evidencing the pulication of the notice of #ithdra#al 1 once
a #eek
for three 2$3 consecutive #eeks 4; and
5. SIR 6a, !learance.
IV. AENDENT OF LICENSE OF REGIONAL OR AREA HEAD!"ARTERS
and REGIONAL OPERATING HEAD!"ARTERS
#asi$ Requirements
1. Petition for amendment of license; and
2. Board (esolution approving the amendments.
Additional Requirements
a4 Amendment of corporate/partnership name
a.t. Name Verification Slip
a.2. Affidavit of a director/partner undertaking to change company name
4 !onversion of Area 7ead"uarters to (egional .perating 7ead"uarters
c4 Bank !ertificate or Proof that the head"uarters has 8S92::%... or more
20
v. WITHDRAWAL OF LICENSE OF REGIONAL OR AREA HEADQUARTERS
or REGIONAL OPERATING HEADQUARTERS
Basic Requirements
1. Petition for withdrawal of license;
2. Authenticated copy of the board resolution approving the withdrawal;
3. Original license issued by the SEC; and
. Endorse!ent by the "oard of #nvest!ents.
Aitiona! Requirements "or Re#iona! O$eratin# Heaquarters
a. Audited financial state!ents as of the last fiscal year$ sta!ped received by
the SEC and the "#%;
b. &ist of creditors$ if any$ and consent of each creditor$ or certification as to the
the non'e(istence of creditors;
c. Publisher)s affidavit evidencing the publication of the notice of withdrawal once a
wee* for three +3, consecutive wee*s; and
d. "#% -a( Clearance
%INI%U% PAID&UP CAPITAL REQUIRE%ENT
BASED ON INDUSTRY:
"rea* "ul* Agent P 2./$///.//
Cargo Consolidator P //$///.//
0inancing Co!pany
1etro 1anila and other 1sl class cities P 1/$///$///.//
Other classes of cities P .$///$///.//
1unicipalities P 2$.//$///.//
0reight 0orwarders
2o!estic P 2./$///.//
#nternational P 2$///$///.//
3ealth 1aintenance Organi4ation P 1/$///$///.//
#nsurance
#nsurance "ro*er P 2/$///$///.//
%einsurance "ro*er P 2/$///$///.//
#nsurance "ro*er and %einsurance "ro*er P ./$///$///.//
&ife #nsurance Co!pany P 1$///$///$///.//
5on'&ife #nsurance Co!pany P 1$///$///$///.//
%einsurance Co!pany P 2$///$///$///.//
#nvest!ent Adviser61anager P 1/$///$///.//
#nvest!ent Co!pany P ./$///$///.//
21
Investment House P 300,000,000.00
Lending Investor P 1,000,000.00
Local Manpower Contracting and Subcontracting P 3,000,000.00
Mining
(Authorized Capital Stock-P100,OOO,OOO.OO)
Non!essel "perating Common Carrier P #,000,000.00
Pawns$op P 100,000.00
PreNeed Plan Issuer P 100,000,000.00
PreNeed Plan %gent P &,000,000.00
'eal (state Investment )rust *'(I)+ P 300,000,000.00
'ecruitment ,omestic Corporation P &00,000.00
- Partners$ip P -00,000.00
'ecruitment .or "verseas (mplo/ment P -,000,000.00
'etail )rade wit$ 0oreign (1uit/ 2S3 -,&00,000.00
Sc$ool *.or stoc4 corporations+
Preelementar/5(lementar/ (ducation P 1,000,000.00
(lementar/ & Secondar/ (ducation P -,&00,000.00
(lementar/, Secondar/, )ertiar/ P &,000,000.00
Post56raduate (ducation
Securit/ %genc/ P &00,000.00
Securities 7ro4er5,ealer *New5S'"Member+ P 100,000,000.00
Securities 7ro4er5,ealer *(8isting5S'"Member+ P 30,000,000.00
Securities 7ro4er5,ealer in Proprietar/ S$ares *NonS'"Member+ P &,000,000.00
Special Purpose !e$icle P 31,-&0,000.00
Special Purpose Corporation P &,000,000.00
Secondar/ Mortgage Institution *SMI+ P -,000,000,000.00
Servicer .or special purpose corporation
(Authorized Capital Stock-P1o, 000,000. 00)
)rans.er %gent P 1,000,000.00
BASED ON FOE!"N E#$!%&'
,omestic Corporations wit$ more t$an #09 .oreign e1uit/
,omestic Mar4et (nterprise 2S3 -00,000.00
(8port Mar4et (nterprise P &,000.00
0oreign 7ranc$ "..ice
,omestic mar4et enterprise 2S3 -00,000.00
(8port mar4et enterprise P &,000.00
Partners$ip wit$ .oreign partner
,omestic mar4et enterprise 2S3 -00,000.00
(8port mar4et enterprise P 3,000.00
0oreign 'epresentative "..ice 2S3 30,000.00
'egional %rea Head1uarters *'H"+ 2S3 &0,000.00
'egional "perating Head1uarters *'"H"+ 2S3 -00,000.00
22
BUSINESSES REQUIRING ENDORSEMENTS FROM OTHER GOVERNMENT AGENCIES *
a. Air Transport Civil Aeronati!s Boar"
#. Ban$s% &a'ns(ops or ot(er Finan!ial Inter)e"iaries 'it(
Ban*$o Sentral n* &ilipinas
Qasi+Ban$in* Fn!tions
!. C(arita#le Instittions an" So!ial ,el-are Or*ani.ations
Depart)ent o- So!ial
,el-are an" Develop)ent
". E"!ational Instittions/ 0sto!$ 1 non+sto!$2
Ele)entar3 to Hi*( s!(ool Depart)ent o- E"!ation
Colle*e% Tertiar3 Corse
Co))ission on Hi*(er
E"!ation
Te!(ni!al Vo!ational Corse
Te!(ni!al E"!ation S$ills
an" Develop)ent At(orit3
e. Ele!tri! &o'er &lants4Tra"in* o- &etrole) &ro"!ts Depart)ent o- Ener*3
-. Hospitals% Dental% Me"i!al Clini!s4Healt( Maintenan!e
Depart)ent o- Healt(
Or*ani.ations
*. Insran!e4 Mtal Bene-it Asso!iations Insran!e Co))ission
Governan!e Co))ission
(. Non+!(artere" Govern)ent+O'ne" an" Controlle" -or Govern)ent O'ne" or
Corporations Controlle" Corprorations
0GCG2
i. &ro-essional Asso!iations
&ro-essional Re*lation
Co))ission
5. Ra"io% TV% Telep(one% Internet Servi!e &rovi"ers%
National
Tele!o))ni!ations
Vale+a""e" Servi!es
Co))ission
$. Re!rit)ent -or Overseas E)plo3)ent
&(ilippine Overseas
E)plo3)ent A")inistration
I. Se!rit3 A*en!34 Anti+Cri)e Tas$ For!e4 Gn Cl#s &(ilippine National &oli!e
). To#a!!o Relate" Bsiness
National To#a!!o
A")inistration
n. Volnteer Fire Bri*a"e Brea o- Fire &rote!tion
o. ,ater Transport4S(ip#il"in*4S(ip Repair Mariti)e In"str3 At(orit3
.:
6o!al ,ater'or$s Utilities
A")inistrationlll 7Ia y
p. ,ater'or$s !orporations
,ater'or$s an"
Se'era*e S3ste)s an"
National ,ater Resor!es
Boar"
8En"orse)ents% i- appli!a#le% s(all -or) part o- t(e re*istration papers
Co)pan3 Re*istration an" Monitorin* Depart)ent
SECURITIES AND E9CHANGE COMMISSION
23