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For corporation, the corporate secretary should certify true copy each page of the SEC certificate
of registration and articles of incorporation.
For partnership, one of the partners should certify true copy each page of the SEC certificate of
registration and articles of partnership.
For cooperative, the cooperative secretary should certify each page of the CDA certificate of
registration and articles of the cooperative.
3. Board Resolution/Partnership agreement for the authorized signatory, if signatory is not one of
the incorporators/partners; and,
4. Processing fee of P 500.00 plus P 15.00 documentary stamps.
Questions:
Under the Business Name Law, sole proprietors must be registered with the Department of Trade and
Industry. For valid reasons, a corporation, which may want to adopt a business name or style, must be
duly registered with DTI.
In DTI-NCR, the forms are available at the Information Counter of the Business Registration Center, DTI
Main Building, 361 Gil Puyat Ave., Makati City. (The business name application forms can also be
downloaded)
The Business Name registration is renewable every 5 years. Such renewal should be made within the 90
days grace period following the expiration of the 5-year period from the date of the original registration.
The Business Name is automatically deleted from the computer files 6 months after the date of expiration
and after publication of such in leading newspapers. If applicant registers after 6 months after the date of
expiration, his/her application is considered as a new application.
Yes, a business name registration is valid only at the business address stated in the Business Name
certificate. Hence, the main business and all the branches must be individually and separately registered
with their corresponding application.
A realistic amount of capital sufficient to run the business is strongly recommended. However, there is a
minimum amount of capital required for certain lines of business.
• P5, 000,000 for financing company. (the form of business organization is always a corporation
and not sole proprietorship.)
• Lending Investors should now be registered as a corporation with the SEC first.
• P100,000 for pawnshop for sole proprietorship
• P1,000,000 for sole proprietorship or a partnership for overseas placement; P1,000,000 paid up
capital for corporation
Under the Business Name Law, registration of names of corporations, partnerships, cooperatives with
DTI is optional, if they use their regular corporate name, as they are already registered with either
Securities and Exchange Commission (SEC) or the Cooperative Development Authority (CDA). But if
they use an adopted name, they are required to register with DTI.
Can a natural person or sole proprietorship use the word "corporation" or "incorporated" as part
of his business name? How about company?
No, only a partnership or corporation registered with SEC can use the word "company" or "corporation"
as part of their business name.
Can anyone sign in behalf of the owner in the Business Name application?
No, unless one has a Special Power of Attorney (SPA) authorizing him/her to sign in behalf of the owner.
In case of a partnership/corporation, who is authorized to sign the application?
One of the partners/incorporators or corporate secretary duly authorized by the Board of Directors
through a Board Resolution.
Is it possible to have more than one business name?
YES.
Stock Corporations
Basic Requirements
1. Name Verification Slip (secure online or from SEC Name Verification Unit)
2. Articles of Incorporation and By-Laws
3. Treasurer's Affidavit
4. Affidavit of incorporator or director undertaking to change corporate name (not required if
Articles of Incorporation has provision on this commitment)
5. Registration Data Sheet
Additional Requirements
6. Endorsements/clearances from other government agencies, if applicable.
7. For corporations with foreign equity, submit Proof of Remittance by non-resident aliens and
foreign corporate subscribers who want to register their investment with Bangko Sentral ng
Pilipinas ( BSP )
8. For corporations with more than 40% foreign equity, submit Application Form F- 100
minimum of US$200.000.00 paid-capital is required.
9. If the primary purpose is custom brokerage, at least two (2) directors or officers must be
custom brokers, submit copies of their PRC license
10. Additional requirements based on kind of payment of subscription indicated hereunder
a. Cash
1. Detailed schedule of the property showing its registered owner, location, area, TCT
No., Tax declaration number and the basis of transfer value ( market value /
assessed value / Zonal value or appraised value )
2. Copy (ies) of TCT/CCT and tax declaration sheet(s) certified by Register of Deeds
and Assessor's Office respectively
3. Latest zonal valuation certified by BIR , if transfer value is based on zonal value
4. Appraisal report by a licensed real estate appraiser, if transfer value is based on
appraised value ( not more than 6 months old )
5. Deed of assignment with primary entry by Register of Deeds
6. If property is mortgaged, submit mortgagee/creditor's certification on the
outstanding loan balance and his consent to the transfer of property
7. For assignment of buildings where assignor is not the owner of the land, submit the
lease contract on the land and consent of the land owner to the transfer
1. Detailed schedule of the property showing its description and the basis of transfer
value ( market value or book value )
2. Special audit report by an independent CPA on the verification and valuation of the
property
3. Deed of assignment of property to the corporation
1. Detailed schedule of the property showing its description and the basis of transfer
value ( book value or appraised value )
2. Appraisal report by a licensed mechanical engineer (not more than 6 months old).
If the property is imported, valuation report by the Bangko Sentral ng Pilipinas
should be submitted instead
3. Deed of assignment of property to the corporation
e. Shares of Stock
1. Detailed schedule of the shares of stock indicating the stockholder, stock certificate
number, no. of shares and the basis of transfer value ( market value or book value )
2. Audited financial statements of the investee company as of the last fiscal year duly
stamped received by BIR and SEC
4. Certification by the Corporate Secretary of the investee company that the shares
are outstanding in the name of the assignor
f. Motor Vehicles
1. Detailed inventory of the motor vehicles showing the registered owner, make/model,
plate number, chassis number, motor number, certificate of registration number, and
market value
2. Photocopy of the Certificate of Registration and official receipt of annual registration
fee (present original for verification)
3. Appraisal report by a licensed mechanical engineer (not more than 6 months old)
4. Deed of assignment of the motor vehicle to the corporation
h. Intangibles
Note :
1. Item nos. 5 to 10 shall be complied with only if the same are applicable
2. Corporation should use the name of the partnership dropping only the word
"company" and adding either the words "corporation" or "incorporated" or their
abbreviation.
Merger/Consolidation
1. Articles of Merger/Consolidation
2. Plan of Merger
3. List of stockholders of the constituent corporations before the
merger/consolidation, and list of stockholders of record of the surviving
corporation after the merger/consolidation, certified by the corporate secretary
4. Certification, under oath, by the corporate secretary, on the meetings of
the directors and stockholders of the constituent corporations approving the
merger/consolidation
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 Business Combination)
6. For absorbed corporations: Long-form audit report of item 5
7. List of creditors, if any
8. Where both or all the constituent corporations are solvent: Certification,
under oath, by the president, chief finance officer or treasurer, that creditors have
been properly notified of the proposed merger/consolidation
9. Where at least one of the constituent corporations is insolvent: Affidavit
of publication in a newspaper of general circulation of the proposed
merger/consolidation
Note
1. If the surviving corporation will not issue shares of stock or
create additional paid-in Capital: Disregard item 5
2. If the merger will be effected via increase of capital stock:
Submit also the requirements for Increase of Authorized Capital Stock
3. For consolidation: Submit also the requirements for the
registration of a stock corporation
Non-Stock Corporation
Basic Requirements
1. Name verification slip
2. Articles of Incorporation and By-laws
3. Affidavit of an incorporator or director undertaking to change corporate name
4. List of members, certified by the Corporate Secretary
5. List of contributors and amount contributed certified by the treasurer
Note: Items 3, 4, and 5 need not be submitted if already stated in the Articles of Incorporation
Additional Requirements
6. 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 Commission to conduct an
audit
7. For religious corporations: Refer to Sections 109-116 of the Corporation Code of the
Philippines, and add an affidavit of affirmation or verification by the chief priest, rabbi,
minister or presiding elder
8. For federations: Certified list of member-associations by corporate secretary or president
9. 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
10. For neighbourhood associations: Certification from the Housing and Land Use
Regulatory Board (HLURB) that there is no other existing homeowners’ or similar
association in the community where the association is to be established
For Partnership
The Philippine Board of Investments (BOI), an attached agency of Department of Trade and Industry
(DTI), is the lead government agency responsible for the promotion of investments in the Philippines.
Taking the lead in the promotion of investments, BOI assists Filipino and foreign investors to venture and
prosper in desirable areas of economic activities. Investors are welcome to experience the potentials of
the booming Philippine Industry sectors. Profitable business opportunities abound in the food processing,
construction, metal products, telecommunications, power and infrastructure projects among others.
• Prescribed application form (BOI Form 501) duly accomplished, signed by the authorized officer
and notarized;
• Project Report (See Project Outline)
• Supporting documents
2. Preparation of PROJECT EVALUATION report by the Project Evaluation and Registration Department
(PERD), including applicant’s publication of Notice of Filing of Application, BOI referral of the
application to concerned government/private sectors (e.g., Department of Finance, Department of Science
and Technology), and conduct of plant visit if necessary.
4. ACTION on the application for registration is rendered by the BOI BOARD OF GOVERNORS.
6. PROCESSING OF ANY REQUEST of the applicant for waiver of pre-registration requirement(s), for
amendment of timetable/ terms and conditions of registration, etc:
SUPPORTING DOCUMENTS
o The enterprise satisfies the definition for MSEs under RA 9501 amending the Magna
Carta for Small Enterprises, as follows: Any business activity or enterprise engaged in
industry, agribusiness and/or services, whether single proprietorship, cooperative,
partnership or corporation whose total assets, inclusive of those arising from loans but
exclusive of the land on which the particular business entity’s office, plant and equipment
are situated, must have value falling under the following categories:
o The cost of the project proposed by the enterprise, exclusive of the cost of land on which
the particular business entity’s office, plant and equipment are situated, shall not exceed
fifteen million (Php15,000,000). Likewise, authorized capital shall not exceed fifteen
million (Php15,000,000).
` `
A. GUIDING PRINCIPLE
The new banking organization must have suitable shareholders, adequate financial strength, a
legal structure in line with its operational structure, and a management with sufficient expertise
and integrity to operate the bank in a sound and prudent manner. Where the proposed owner or
parent organization is a foreign bank, the prior consent of its home country supervisor should be
obtained.
B. THE APPLICATION
1. The Application for Authority to Establish a Bank (For m No. 1) shall be accomplished in
triplicate. The original copy and duplicate copy shall be submitted to the Office of Supervisory
Policy Development, Bangko Sentral ng Pilipinas (BSP). The third copy shall be retained
by the organizers.
2. The required papers/documents and other information in support of the application are, as
follows:
a. “Agreement to Organize a Bank” (Form No. 2).
b. Accomplished bio-data sheet of each of the incorporators, proposed directors and
officers, and subscribers (Form No. 3). Except those to be established under R.A. No.
7721 which shall continue to be governed by Circular No.51 dated 14 October 1994, as
amended. The authority to operate as an expanded commercial bank, on the other hand,
may be granted only to a non -expanded commercial bank with satisfactory performance
for the last two (2) years preceding its application for such authority.
c. Evidence of Filipino citizenship of each of the incorporators, proposed directors and
officers, and subscribers if he/she claims to be a Filipino citizen.
d. Statement of Assets and Liabilities as of a date not earlier than ninety (90) days prior to
the filing of application of each of the subscribers, sworn to by the subscriber himself and
duly notarized, or certified by a Certified Public Accountant, with supporting schedules
showing the following information:
1) In the case of cash in banks: (a) name of depository bank, (b) nature of
deposit, and (c) amount of deposit with each bank as of balance sheet date;
2) In the case of securities: (a) name and address of issuing corporation/entity, (b)
number of shares owned as of bal ance sheet date, (c) par value, (d) date and cost
of acquisition, and (e) information as to whether the securities are actively traded
in the stock market and, if so, their current market price;
3) In the case of land: (a) description (agricultural, etc); (b) area; (c) location; (d)
date and cost of acquisition; (e) transfer certificate of title or tax declaration
number; (f) amount of encumbrance or lien, if any; (g) assessed value; and (h)
current market value (state basis of valuation);
4) In the case of real estate improvements: (a) description of improvement
(residential house, etc.) (b) location; (c) date and cost of acquisition/construction;
(d) assessed value; and (e) current market value (state basis of valuation);
5) In the case of accounts receivable, state the name and address of each debtor
and the amount due from each; and
6) In the case of accounts payable or other liabilities, state the name and address
of each creditor and the amount owed to each.
C. CAPITAL REQUIREMENT/STOCKHOLDINGS
a. Is not or has not been an officer or employee of the bank/quasibank/ trust entity, its
subsidiaries or affiliates or related interests during the past three (3) years counted from
the date of his election;
b. Is not a director or officer of the related companies of the institution’s majority
stockholder;
c. Is not a majority shareholder of the institution, any of its related companies, or of its
majority shareholder;
d. Is not a relative within the fourth degree of consanguinity or affinity, legitimate or
common-law of any director, officer or majority shareholder of the bank/quasi-bank/trust
entity, or any of its related companies;
e. Is not acting as a nominee or representative of any director or substantial shareholder
of the bank/quasi-bank/trust entity, any of its related companies or any of its substantial
shareholders; and,
f. Is free from any business or other relationship with the institution or any of its major
stockholders which could materially interfere with the exercise of his judgement, i.e., has
not engaged and does not engage in any transaction with the instituion, any of its related
companies or any of its substantial shareholders, whether by himself or with other
persons or through a firm of which he is a partner or a company of which he is a director
or substantial shareholder, other than transactions which are conducted at arms length and
could not materially interfere or influence with the exercise of his judgments.
5. At least two-thirds (2/3) of the members of the board of directors of any commercial
bank shall be Filipino citizens; at least a majority of the members of the board of
directors of any thrift bank shall be Filipino citizens; and all members of the board of
directors of a rural bank shall be Filipino citizens.
6. No appointive or elective public official, whether full-time or part-time shall at the
same time serve as officer of a commercial bank or a thrift bank except in cases where
such service is incident to financial assistance provided by the government or a
government-owned or –controlled corporation to the Bank.
7. The proposed directors and officers of the bank shall be subject to qualifications and
other requirements of existing laws, rules and regulations of the BSP, as follows:
a. Qualifications of a director. A director shall have the following minimum
qualifications:
1. He shall be at least twenty-five (25) years of age at the time of his
election or appointment;
2. He shall be at least a college graduate or have at least five (5) years
experience in business;
3. He must have attended a special seminar for board of directors
conducted or accredited by the BSP: Provided, That incumbent directors
as well as those who will be elected after the approval of this circular
must attend said seminar within a period of six (6) months from the date
of this circular or from the date of their election, as the case may be; and
4. He must be fit and proper for the position of a director of the
bank/quasi-bank/trust entity. In determining whether a person is fit and
proper for the position of a director, the following matters must be
considered:
- integrity/probity;
- competence;
- education;
- diligence; and
- experience/training .
For thrift banks and rural banks, at least one (1) of the members of the Board of
Directors must, in addition to the abovementioned minimum qualifications, have at least
one (1) year experience in banking and/or finance, provided that this requirement may be
waived if the thrift bank or rural bank is to be established in a municipality or city where
there is no existing bank. The foregoing qualifications for directors shall be in addition to
those already required or prescribed under existing laws.
b. Qualifications of an officer. An officer shall have the following minimum
qualifications:
1. He shall be at least twenty-one (21) years of age;
2. He shall be at least a college graduate, or have at least five (5) years
experience in banking or trust operations or related activities or in a
field related to his position and responsibilities, or have undergone
training in banking or trust operations acceptable to the appropriate
supervising and examining department of the BSP: Provided,
however, That trust officers shall have at least two (2) years of actual
experience or training in trust operations or fund management or other
related fields;
3. He must be fit and proper for the position he is being
proposed/appointed to. In determining whether a person is fit and proper
for a particular position, the following matters must be considered:
- integrity/probity;
- competence;
- education;
- diligence; and
- experience/training.
For commercial banks, the President mus t, in addition to the abovementioned minimum
qualifications, have at least two (2) years experience in banking and/or finance. For thrift
banks and rural banks, any one of the President, Chief Operating Officer or General
Manager must, in addition to the abovementioned minimum qualifications, have at least
two (2) years experience in banking and/or finance. The foregoing qualifications for
officers shall be in addition to those already required or prescribed
under existing laws.
E. REQUIREMENTS FOR THE ISSUANCE OF AUTHORITY TO OPERATE
BSP (http://www.bsp.gov.ph/regulations/guidelines.asp)