Step-by-Step SEC Registration Guide for Corporations in the Philippines

Incorporating a business with the Securities and Exchange Commission (SEC) is a crucial step in establishing a legitimate corporation in the Philippines. This comprehensive guide walks you through the entire process, from preparation to receiving your certificate.

Overview of SEC Registration

The SEC is the government agency responsible for registering and monitoring corporations, partnerships, and associations in the Philippines. Registration provides your business with a separate legal personality, protecting personal assets and enabling various business opportunities.

Pre-Registration Preparation

1. Choose Your Corporate Structure

Stock Corporation

• Has capital stock divided into shares
• Can distribute dividends
• Most common type

Non-Stock Corporation

• No capital stock
• For non-profit purposes
• Cannot distribute dividends

One Person Corporation (OPC)

• Single stockholder
• No board of directors required
• Simplified structure

2. Decide on Capital Structure

Minimum Requirements:

• Authorized Capital Stock: No minimum
• Paid-up Capital: At least 25% of authorized capital stock
• Minimum Paid-up: ₱5,000

Considerations:

• Future funding needs
• Investor requirements
• Industry standards
• Credibility factors

3. Select Incorporators and Directors

Requirements:

• Minimum 5, Maximum 15 incorporators
• Majority must be Philippine residents
• All must be of legal age
• Natural persons only (not corporations)

Board of Directors:

• Same number as incorporators initially
• Can be changed later
• Consider expertise needed
• Plan succession

Step-by-Step Registration Process

Step 1: Company Name Reservation

Process:

1. Access SEC iRegister portal
2. Create account if needed
3. Submit name verification request
4. Pay ₱50 per name via GCash/PayMaya
5. Wait for email confirmation

Name Requirements:

• Not similar to existing companies
• No restricted words without permission
• Must include "Corporation" or "Corp."
• Can include "Inc." or "Incorporated"

Tips:

• Submit 3-5 name options
• Check SEC database first
• Avoid generic names
• Consider trademark issues

Timeline: 1-3 business days

Step 2: Prepare Incorporation Documents

Articles of Incorporation Must contain:

• Corporate name and purpose
• Principal office address
• Term of existence (usually perpetual)
• Incorporators' details
• Capital structure
• Director information

By-Laws Must include:

• Stockholder meeting procedures
• Board powers and duties
• Officer positions and duties
• Stock certificate handling
• Corporate seal description
• Amendment procedures

Treasurer's Affidavit States that:

• 25% of capital is subscribed
• 25% of subscribed is paid
• Received in cash/property
• Bank deposit details

Step 3: Notarization Requirements

Documents Requiring Notarization:

• Articles of Incorporation
• By-Laws
• Treasurer's Affidavit

Notarization Tips:

• All incorporators must appear
• Bring valid IDs
• Costs ₱500-₱2,000 per document
• Some notaries offer group rates

Step 4: Bank Deposit

Process:

1. Open "In Trust For" account
2. Deposit paid-up capital
3. Get bank certificate
4. Certificate valid for 30-60 days

Bank Requirements:

• Board resolution (draft)
• Articles of Incorporation
• Valid IDs
• Initial deposit

Recommended Banks:

• BDO, BPI, Metrobank (widely accepted)
• Consider proximity to SEC office
• Ask about corporate account conversion

Step 5: Online Submission

Via Company Registration System (CRS):

1. Log in to SEC iRegister
2. Select "Stock Corporation"
3. Fill out all forms
4. Upload documents:
   • Articles of Incorporation
   • By-Laws
   • Treasurer's Affidavit
   • Bank Certificate
   • IDs of incorporators

Document Requirements:

• PDF format
• Clear scans
• File size limits
• Proper naming convention

Step 6: Payment of Fees

Filing Fees Computation:

Basic Fee: ₱1,400 Legal Research Fee: 1% of filing fee

Additional Based on Capital: | Capital Stock | Additional Fee | |--------------|----------------| | First ₱1M | ₱600 | | Next ₱4M | ₱400 | | Next ₱5M | ₱600 | | Above ₱10M | ₱1,000 |

Payment Methods:

• GCash
• PayMaya
• Bank deposit
• Over-the-counter (selected banks)

Step 7: SEC Review Process

Initial Review (1-3 days)

• Completeness check
• Name availability
• Document formatting

Substantive Review (3-7 days)

• Legal compliance
• Purpose clause review
• Capital structure

Common Reasons for Return:

• Incomplete documents
• Unclear purpose clause
• Name issues
• Technical deficiencies

Step 8: Approval and Release

Upon Approval:

1. Email notification
2. Download certificate online
3. Print on security paper
4. Request certified copies if needed

You'll Receive:

• Certificate of Registration
• Approved Articles
• Approved By-Laws
• SEC registration number

Post-Registration Requirements

Immediate Actions

1. BIR Registration (30 days)
2. Local permits (depends on LGU)
3. Corporate bank account
4. Books registration

Ongoing Compliance

• Annual General Information Sheet
• Audited Financial Statements
• Quarterly reports (if applicable)
• Change notifications

Special Considerations

For Foreign Investors

Additional Requirements:

• SEC Form F-100 (for 40% foreign equity)
• Proof of inward remittance
• Country reciprocity documents
• Consularized documents (sometimes)

For Specific Industries

May Need:

• Secondary licenses
• Endorsements from other agencies
• Higher capital requirements
• Special purpose clauses

For One Person Corporation

Simplified Requirements:

• Single incorporator
• No By-Laws required initially
• Articles include governance rules
• Nominee provisions

Timeline Summary

Best Case (7-10 business days):

• Day 1-2: Name reservation
• Day 3-4: Document preparation
• Day 5: Bank deposit
• Day 6: Submission
• Day 7-10: Approval

Realistic (2-3 weeks):

• Week 1: Preparation and name
• Week 2: Documents and submission
• Week 3: Review and approval

With Issues (3-4 weeks):

• Additional time for corrections
• Document resubmission
• Back-and-forth clarifications

Cost Summary

Government Fees:

• Name reservation: ₱50/name
• Filing fee: ₱1,400+
• LRF: 1% of filing fee
• Express lane: 100% additional

Professional Fees:

• Notarization: ₱1,500-₱6,000
• Legal assistance: ₱15,000-₱50,000
• Accounting setup: ₱5,000-₱20,000

Other Costs:

• Bank charges: ₱500-₱2,000
• Transportation: Variable
• Printing: ₱500-₱1,000

Total Estimate: ₱25,000-₱80,000

Pro Tips for Smooth Registration

Document Preparation

• Use updated templates
• Triple-check spelling
• Consistent formatting
• Clear scans only

Purpose Clause

• Be comprehensive but specific
• Include primary and secondary
• Avoid ultra vires issues
• Consider future activities

Common Mistakes to Avoid

• Inconsistent signatures
• Wrong addresses
• Calculation errors
• Missing pages
• Expired documents

Speed Up Approval

• Submit complete documents
• Respond quickly to queries
• Use express lane if urgent
• Follow up appropriately

Alternative Options

SEC Express Registration

• Same-day processing
• Double the regular fees
• By appointment only
• Limited slots daily

SEC Satellite Offices

• Available in major cities
• Same services
• Less crowded
• Consider proximity

Professional Services

• Law firms
• Registration services
• Corporate secretaries
• End-to-end handling

Troubleshooting Common Issues

Name Rejection:

• Too similar to existing
• Solution: More unique name

Document Deficiencies:

• Missing information
• Solution: Complete review

Bank Certificate Issues:

• Expired or incorrect
• Solution: New certificate

System Errors:

• Upload failures
• Solution: Try different browser

After SEC Registration

Immediate Priorities

1. Secure SEC documents
2. Make certified copies
3. Proceed to BIR
4. Update incorporators

Building Corporate Records

• Stock and Transfer Book
• Minutes book
• Corporate seal
• Stock certificates

Maintaining Good Standing

• Annual reportorial requirements
• Update changes promptly
• Pay penalties if late
• Keep documents organized

Conclusion

SEC registration is the foundation of your corporation. While the process involves multiple steps and requirements, proper preparation and attention to detail ensure smooth approval. The legal protection and business opportunities provided by incorporation make the effort worthwhile.

Remember: The SEC registration is just the beginning. Maintaining compliance and good corporate governance ensures your business thrives within the legal framework.

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