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No.

Government Agency

SEC

SEC

Procedure

Verify and reserve the proposed


corporate name. The company can verify
the availability of the company name
online. Verification is free but reservation
of the name, once approved by the SEC,
costs PHP 40 for the first 30 days. The
company name can be reserved for a
maximum of 120 days for a fee of PHP
120, which is renewable upon expiration
of the period.
Deposit the minimum paid-up capital in
the Authorized Agent Bank (AAB) and
obtain bank certificate of deposit.
a) Prepare Secretarys Certificate
authorizing the Treasurer-in-Trust to
open a bank account in behalf of the
corporation.
b) Identify a bank where the account will
be opened and request for the issuance
of certificate of bank deposit. Sample of
certificate is available with SEC. Amount
deposited must be equivalent to the total
paid-up capital.

Time to Complete

Associated Costs

1 day

Php 40

1 day

Some banks charge a fee


for issuance of the
certificate of deposit.

1 day

PHP 500

c) Have the bank certificate notarized in


the place where the certificate was
issued.
3

SEC

Prepare Articles of Incorporation and


Treasurer's Affidavit. Have it notarized
also.

NTC

SEC

Submit Articles of Incorporation and ByLaws for clearance

Register the company with the SEC.

3 days

5 days

1/5 of 1% of the authorized


capital stock or the
subscription price of the
subscribed capital stock,
whichever is higher but not
less than PHP 1,000 + legal
research fee (LRF)
equivalent to 1% of filing fee
but not less than PHP 10 +
PHP 500 By-laws + PHP
2000 for application under
Foreign Investments Act
(FIA) + PHP 20 LRF
equivalent to 1% of
application under FIA +
PHP 150 for registration of
stock and transfer book
(STB) required for new
corporations + PHP 320 for
STB + PHP 10 registration
for SEC bulletin + PHP 30
handling fee

5.1

Present six sets (printed on A4-sized


bond papers) of the accomplished forms
and documents for pre-processing at
the Company Registration and
Monitoring Department (CRMD). Only
complete application documents are
accepted for processing. All documents
executed outside the Philippines must be
authenticated by the appropriate
Philippine embassy or consulate in the
area concerned.
a) Company name verification slip
b) Articles of Incorporation (notarized)
and by-laws
c) Treasurer's affidavit/authority to verify
bank account (notarized)
d) Bank Certificates of Deposit
(notarized)
e) Written Undertaking
to Change Corporate Name by any
Incorporator or Director, Trustee, Partner
(notarized)

5.2

f) Registration Data Sheet with


particulars on directors, officers,
stockholders, etc.
h) Proof of Inward Remittance by NonResident Aliens or Residents
j) Endorsement from NTC
Pay the filing fees to the cashier.

5.3
Claim the certificate/license from the
Releasing Unit, Records Division upon
presentation of the official receipt issued
for payment of filing fee.

BSP

According to a representative of the


International Operations Department of
the BSP, to start the registration process,
they would initially require the following
from the investor:
a) Proof of SEC Registration
b) Application for Registration of Inward
Foreign Direct Investments (FDIs)
(document attached). Required
supporting documents are also listed
here.
c) Original certificate of inward
remittance (CIR) of Foreign Exchange
(FX) issued by an authorized agent bank
(AAB) (document attached)

Applicants can buy and


register their Stock &
Transfer Book or
Membership Book
immediately after the
issuance of the Certificate
of Incorporation or within 30
days upon issuance thereof.
Costs included above.

NOTE: All applications for registration of


foreign direct investments shall be filed
with the BSP within one (1) year from the
date of inward remittance/actual transfer
of assets to the Philippines. Applications
for registration of foreign direct
investments already recorded in the
investee firms books may be filed with
the BSP International Operations
Department up to 18 April 2015,
regardless of date of inward remittance
of FX/actual transfer of assets to the
Philippines. After this date, the one (1)
year prescriptive period for filing of
applications for registration of foreign
direct investments shall apply.
A Bangko Sentral Registration Document
(BSRD) shall be issued by the BSP
evidencing registration of such
investments.
With regard the repatriation and
remittance privileges granted to duly
BSP-registered foreign investments, it
may be effected by AABs without prior
BSP approval upon presentation of the
original BSRD together with the
supporting documents under Items C.1
and C.2 of Appendix 1 of the Manual
(document attached).