A corporation is the go-to business type when entrepreneurs want to register a business in the Philippines because it offers the highest level of protection for its investors or owners.
In this guide, you’ll learn everything you need to know about registering a stock corporation with the SEC from name reservation, submission guidelines, and even what you need to do after getting your certificate of registration.
But first, let’s discuss something very important.
SEC Registration in the Philippines
When people think of SEC registration, they usually mean registering a domestic stock corporation. Or more specifically, a Filipino-owned corporation with stock ownership.
But there’s more to it than that.
The Securities and Exchange Commission (SEC) is the government agency that handles “supervision over the corporate sector, the capital market participants, and the securities and investment instruments market, and the protection of the investing public.”
In plain English: they take care of corporations and both sides of the investment/securities market. This includes both foreign and local investors who want to establish corporations, partnerships, or associations in the country.
To give you the full picture, the SEC is in-charge of different business entities, namely:
- Stock Corporation
- Domestic Corporation—this is the most common type of company when you hear about registering a corporation with the SEC. This is also what we’ll cover in this post.
- One Person Corporation (OPC)—this is the latest addition to the business entities under the mandate of the SEC
- Foreign Corporation
- Branch Office
- Representative Office
- Regional Headquarters (RHQ)
- Regional Operating Headquarters (ROHQ)
- Non-Stock Corporation
- Non-Governmental Organizations (NGOs)
- Religious Organizations
- General Partnership
- Limited Partnership
Businesses outside the types or entities described above will most likely fall under the Department of Trade and Industry (DTI)—whose primary mandate is empowering micro, small, and medium enterprises (MSMEs). But that’s for another post.
So, the next time you hear someone say they want to register a business or a company with the SEC, ask them exactly what they are referring to because every one of those types has different processes, requirements, and guidelines.
With that out of the way, here are the requirements and process for registering a stock corporation with the SEC.
Requirements for SEC Registration
The documentary requirements for registering a corporation with the SEC differs depending on the industry or nature of the business. But generally, here’s what you need to prepare:
- Articles of Incorporation
- Registration Data Sheet
- Cover Sheet—you can download a copy here.
- Joint Affidavit of Undertaking to Change Name—don’t let this string of words scare you. It’s just a document that the owners sign saying that you will change the name if the name you applied for is already taken.
- Endorsements / Clearances from other government agencies (if applicable). Some businesses or industries that require endorsements are banks, insurance companies, and pawnshops.
You can download a PDF copy of these documents here. But don’t fill them up right now. More on this in the steps below.
Just remember that these documents have to be printed in A4 size, signed by the incorporators, and notarized.
And if you noticed, there isn’t a Treasurer’s Affidavit and Bank Certificate listed anymore. This is only necessary for foundations.
Other requirements—DON’T SKIP THIS PART
While not a documentary requirement, make sure that you go through this list to avoid inconveniences later during the registration process.
1. Commercial address
An address for commercial purposes is different from a residential one. If you don’t know, you can ask your building admin, association, or Barangay.
The reason is simple: when you proceed to the next step in the business registration process, you may get disapproved. That means you have to revise your articles of incorporation which will result in wasted time and money.
If you don’t have one or not sure, the best way is to use a virtual office address. This guarantees that you will have all the necessary documents you need in the next steps (specifically a lease agreement or a tax declaration if you own the property).
2. Company officers and their roles
Here’s a list of all the officers you need for a corporation:
- Chairman of the Board of Directors
- Corporate Secretary
Some roles can be fulfilled by the same person. But there are some that can’t. Here are the scenarios that aren’t possible:
- President and Treasurer
- President and Corporate Secretary
For example, someone can both be a treasurer and corporate secretary, but can’t be the president.
How to Register a Stock Corporation in the Philippines
1. SEC name reservation
The first step of the process is to reserve your name online. Visit the SEC website, create an account, and reserve a name.
There are a few important things you need to do here:
- Make sure you research different company names
- Don’t forget to check online as there may be brand names that aren’t registered
- Review the list of name guidelines (find the resource/link)
2. Complete the documentary requirements
After reserving the name, complete the documentary requirements listed above. You need to:
- Print in A4 size paper
- Sign by everyone listed as the incorporators, as well as sections for the treasurer and corporate secretary
Note that the address you use here should be a commercial address as mentioned earlier. If you use a residential address, you might encounter issues at the barangay or city level when you get asked for some requirements.
This matters because a lot of business owners tried using their home addresses, but eventually get rejected at the local government. What happens is they end up amending their SEC papers which adds a few more days and unnecessary expenses to their registration process.
3. Payment and submission of notarized documents
After having the documents notarized, the next step is to submit them to an SEC satellite office near you. If you are in Metro Manila,
You can find a list of SEC satellite offices here.
4. Release of SEC certificate of registration
Depending on the contents of your Articles of Incorporation and other documents, your application may or may not be accepted. If it doesn’t, you will need to make some revisions then submit it again.
But if there aren’t any issues, you will receive your SEC certificate of registration. This is your proof that you have already registered your business name with the Securities and Exchange Commission.
Just remember, this only means you reserved your name with the SEC. It doesn’t mean that you are allowed to operate legally yet. You have to complete the entire registration process.
What you need to know after
- Make sure you complete your registration process
- BIR already removed city permits as requirements, but that doesn’t mean you can skip them
- Corporation’s life is indefinite unless otherwise stated. Originally, a corporation has a 50-year term, after which you need to renew again.
- Every movement of stocks (buy and sell) need to be logged in Stock and Transfer Book (STB)
- Need to submit AFS annually Within 120 calendar days after the end of the fiscal year, as indicated in the Financial Statements
- Submit General Information Sheet (GIS) Within 30 calendar days from date of the actual annual stockholders’ or members meeting . You can download a copy here.
For more information, visit the SEC repertorial requirements page.
Frequently asked questions
Can a corporation be classified as a micro, small, and medium enterprise (MSME)?
Yes. The MSME classification is based on total asset size and employee count. This means your business type or classification (single proprietorship, partnership, corporation) doesn’t matter.
What do I need to do after I receive my SEC Certificate of Registration (COR)?
The next step you need to do after you receive your SEC COR is to complete the entire business registration process—which is to get a barangay permit, business permit, and your BIR Certificate of Registration. If your company falls under a special business type, for example a lending or financing institution, you also need to acquire a permit from the Banko Sentral ng Pilipinas (BSP). You also need to complete your registration with other government agencies such as SSS, PhilHealth, HDMF, and DOLE.
Can I operate once I get my SEC registration certificate?
You can operate, but that doesn’t mean you have a legal business already. The SEC registration is only the first step in the process. This means you only reserved your name.