How to Register a Corporation with

SEC Philippines (Stock Corporation)

 

Basic Requirements
1. Name Verification Slip (secure online or from SEC Name Verification Unit)
You can visit the SEC i-Register, the web-based Company Registration System of
Philippines SEC, to verify and register online. SEC i-Register is a quick, affordable, and
user friendly service that is available to the public 24 hours a day, 7 days a week. To
use their online services, you need to sign-up to create an account. Once you’ve
created an account, you can already verify and reserve your proposed company name
and file application for company registration. 
2. Articles of Incorporation and By-laws
You can ask for blank forms from the Company Registration and Monitoring Department
(CRMD). For the preparation and drafting of Articles of Incorporation, By-laws and other
requirements, you can consult a corporate lawyer to get assistance. If you have time
and want to save from expensive professional fees, you may also draft the documents
on your own, especially if you’re already familiar with them. You can just visit a lawyer
for notaries.
Sample / blank forms of Articles of Incorporation and By Laws, with a Treasurer’s
Affidavit can be downloaded from SEC Website.
3. Treasurer’s Affidavit
The Treasurer’s Affidavit also authorizes the Securities and Exchange Commission and
Bangko Sentral ng Pilipinas to examine and verify the deposited amount in the bank,
which is in the name of the treasurer in trust for the corporation, representing the paid
up capital of the corporation on the process. The bank certificate of deposit is one of the
documents that must be submitted with the SEC. Hence, you must obtain it from the
bank.
4. Affidavit of incorporator or director undertaking to change corporate name (not
required if Articles of Incorporation has provision on this commitment).
 

Additional Requirements
1. Endorsement/clearance from the following government agencies, if applicable.
a. Civil Aeronautics Board (CAB) – for Air Transport
b. Bangko Sentral ng Pilipinas – for banking, pawnshops & other financial
intermediaries with quasi-banking functions.
c. Games and Amusement Board (GAB) – for Professional boxing
d. Philippine Charity Sweeptakes Office (PCSO) – for operation of games of chance
(e.g. lotto)
e. Department of Education (DepEd) – for educational institution – elementary to high
school
f. Commission on Higher Education (CHED) – for educational institution – college or
tertiary course
g. Technical Skills Development Authority (TESDA) – for educational institution –
technical or vocational course
h. Department of Energy (DOE) – for electric power plants
i. Department of Health (DOH) – for hospitals
j. Insurance Commission (IC) – for insurance
k. Land Transportation Franchise Regulatory Board (LTFRB) – for land transport
l. Maritime Industry Authority (MARINA) – for water transport, construction and building
of vessels
m. National Telecommunications Commission (NTC) – for operation of radio, television
and telephone
n. Philippine Overseas Employment Administration (POEA) – for recruitment of
overseas employment
2. For corporations with foreign equity: Proof of remittance by non-resident aliens and
foreign corporate subscribers who want to register their investment with the Bangko
Sentral ng Pilipinas (BSP)
3. For corporations with more than 40% foreign equity: SEC Form No. F- 100
4. For corporations with Philippine Economic Zone Authority (PEZA), Subic Bay
Metropolitan Authority (SBMA) or other economic zones application: Certificate of
Authority or endorsement from said government agencies
5. Additional requirements based on kind of payment of subscription. If paid by cash
below are the additional requirements.
a. Bank Certificate of deposit of paid up capital notarized in place where signed (as
stated in no.3 Treasurer’s Affidavit)
b. For corporations with foreign subscribers who want to register their investments with
the BSP:  Proof of inward remittance or bank certificate
 

Things to remember
1.  Incorporators are required to be not less than five (5) but not more than fifteen (15).
Incorporators are the original stockholders included in the application for registration.
Stockholders can increase after incorporation.
2.   Majority of the incorporators are required to be residents of the Philippines.
3. All incorporators must be natural persons and must be of legal age. A Corporation or
a partnership can become a stockholder by acquiring shares of stock after the
corporation has been duly incorporated.
4. All incorporators must subscribe to at least one (1) share of stock of the corporation
being organized.
5. Minimum subscription: The law requires that the total capital stock to be subscribed
at the time of incorporation should at least be twenty five percent [25%] of the
authorized capital stock of the corporation being organized.
6. Minimum paid-up capital: The paid-up capital of a Philippine corporation must not be
less than PhP5,000.00.  Thus, it is required that at least twenty five percent [25%] of the
subscribed capital stock should be fully paid up but the amount of which should not be
less than said PhP5,000.00. Certain types of companies, such as financing and
insurance companies are required to have different minimum paid-up capital based on
their industry. To see the different minimum paid-up capital requirements published by
SEC.
7. Don’t forget to pay the documentary stamp tax on the original issuance of shares of
stock. It must be filed and paid with the Bureau of Internal Revenue (BIR) or Authorized
Agent Bank (AAB). Section 174 of the National Internal Code (as amended), requires a
payment at the rate of Php1 on each Php200 or a fractional part thereof of the par value
of the shares of stock. Payment must be made on or before the 5th of the month
following the date of issuance of the registration certificate or issuance of shares. The
documentary stamp tax return or BIR form 2000 is one of the document required to be
submitted with the Bureau of Internal Revenue (BIR) when you register your corporation
with them.
The SEC website has published a citizen’s manual on the registration of corporation
and partnerships with the SEC.