If you plan to open a corporation, partnership, foundation or association, Philippines’ Securities and Exchange Commission (SEC) is the first government agency you need to register with. Remember, aim to be compliant at all times, therefore, start only your operation once you are done with the complete business registration. Here are the relevant information and steps in registration with SEC for your guidance.
RELEVANT INFORMATION:
What are the entities need to be registered with the Securities and Exchange Commission (SEC)?
- Stock Corporation or profit-oriented Corporation (including foreign corporations like branch offices, representative offices, regional headquarters and regional operating headquarters)
- Non-Stock and Not For-profit Corporations (e.g. foundation, association, religious organization, NGOs, etc.)
- Partnership (both general and limited partnership)
What are the laws that govern the registration of various entities at the SEC?
- Corporation Code of the Philippines
- Civil Code (Partnerships)
- Securities Regulation Code (RA 8799)
- D. 902-A as Amended
How long is the term or life of the corporation?
– The term or life of the corporation should not exceed fifty (50) years. The corporate term as originally stated in the articles of incorporation may be extended for another fifty (50) years but the extension must not be effected earlier than five (5) years before the expiration of its term.
Who are the incorporators?
– Incorporators are those stockholders (owners) or members mentioned in the articles of incorporation originally forming and composing the corporation and who are signatories thereof.
How many incorporators are needed in setting up a corporation?
– Incorporators are required to be not less than five (5) but not more than fifteen (15), and must be at least eighteen years old.
What is the residency requirement for the incorporators?
– Majority of the incorporators are required to be residents of the Philippines.
Can a foreigner be one of the incorporators?
– Generally, yes, provided that his ownership (or the combined foreign ownership) will not exceed 40% of the entire authorized capital. Though there are exceptions which lay-down in RA No. 7042 also known as the “Foreign Investments Act of 1991”, as amended by RA No. 8179.
What is the required minimum subscription?
– The law requires that the total share capital to be subscribed should at least twenty-five percent (25%) of the authorized capital of the corporation being organized.
What is the required minimum paid-up?
– The required paid-up capital should at least twenty-five percent (25%) of the total subscribed capital but must not be less than P5,000.00. Therefore, if the subscribed capital happens to be P5,000.00, the whole amount must be fully-paid.
Where to submit your application?
– All applications must be submitted to Company Registration and Monitoring Department (CRMD) located at 2nd Floor of SEC Building.
How long does the registration will take?
– If all required documents are submitted and all information therein are in accordance with the laws and SEC rules, SEC Certificate of Incorporation along with approved Articles of Incorporations and By-Laws will be released within 24 hours upon submission.
Where can I obtain further information?
- SEC Website sec.gov.ph
- Public Assistance Unit at the ground floor of SEC building
- CRMD Corporate & Partnership Division
- Grace Consulting Group Inc. contact number +632 218-2004 or +63 9178048617, for free initial consultation.
STEPS IN REGISTRATION WITH THE SEC:
- Buy documentary stamp tax at ground floor or 2nd floor cahier which to be used in name verification.
- Verify/reserve proposed name with the Name Verification Unit (2nd floor).
- Prepare Articles of Incorporation (or Articles of Partnership), By-Laws and Treasurer’s Affidavit in accordance with the law. Blank forms are also available and being sold at the Green Lane (3rd Floor).
- If required, get endorsement from other government agencies. In addition, the CRMD obtains clearances from SEC departments whenever these are deemed appropriate.
- Deposit Paid-Up Capital / Contribution in the bank. Read here: Minimum Paid-up Capital Requirements (put hyperlink).
- Present 4 sets of accomplished forms and documents for pre-processing at the CRMD (2nd floor Green Lane). All documents executed or signed outside the Philippines must be authenticated by the appropriate Philippine embassy or consulate in the area concerned.
- Once pre-approved, pay the filing fees in the cashier (2nd floor or Ground floor). Read here: How to compute for filing fees? (put hyperlink).
- Claim the Certificate/License from the Releasing Unit, Records Division upon presentation of the official receipt issued for payment of filing fee. (2nd floor, same room where you verified your company name).
- Buy Stock & Transfer Book (stock corporation) or Membership Book (non-stock and not-for-profit) in the Green Lane Unit 3rd Floor or in cashier located at the Ground Floor and 2nd
- Register your Stock and Transfer Book within 30 days upon issuance of the Certificate of Incorporation.
After you obtain your Certificate of Incorporation, you should immediately proceed the registration to the following government agencies:
- Barangay Hall
- City Hall / Municipality
- Bureau of Internal Revenue
- Social Security System
- Philippine Health Insurance Corporation
- Home Development Mutual Fund
For more information, visit SEC website at www.sec.gov.ph.
Our team helps more locals and foreigners in establishing their business and in making their entrepreneurial dreams possible. I hope this article helped you. Alternatively, for further assistance, you can contact us for FREE Initial Consultation. Let’s start it right!
Disclaimer: All content provided in this article is for informational and general discussion purposes only and may become outdated due to constant changes of the laws, rules and regulations over time. It does not substitute for an expert or legal advice. Contact your preferred professional for more detailed and accurate guidance based on your circumstances. For comments, suggestions and inquiries, please contact us at info@kgconsult-ph.com
