The Only SEC Registration Requirements Checklist You'll Need in 2025

Three rejected applications, ₱15,000 in refiling fees, and six weeks later, Marie finally got her SEC registration approved. Her mistake? Using a checklist from 2019 she found online. SEC requirements change constantly, and outdated information costs entrepreneurs time and money.

This is the only SEC requirements guide updated for 2025, complete with insider notes on what actually matters.

Master Checklist: What Every Business Needs

Universal Requirements (All Business Types)

1. Company Name Verification

• [ ] Primary name choice
• [ ] 2-3 alternative names
• [ ] Name verification result (valid for 30 days)

Insider Tip: Screenshot your name approval immediately. The system sometimes "forgets" approvals.

2. Articles of Incorporation

• [ ] Properly formatted (follow SEC template exactly)
• [ ] All pages initialized by incorporators
• [ ] Signed by all incorporators
• [ ] Notarized with competent evidence
• [ ] 4 original copies

Critical: Even one missing initial can cause rejection. Check every page.

3. Proof of Capital

• [ ] Bank certificate OR
• [ ] Treasurer's affidavit (notarized)
• [ ] Shows at least 25% of subscribed capital

2025 Update: SEC now accepts online bank certificates from major banks.

4. Valid IDs

• [ ] Government-issued IDs for all incorporators
• [ ] Must be currently valid
• [ ] Clear photocopies

Accepted IDs:

• Passport
• Driver's license
• UMID
• PhilID
• PRC license

One Person Corporation (OPC) Specific Requirements

Core Documents

• [ ] Articles of Incorporation (OPC format)
• [ ] Nominee consent letter (notarized)
• [ ] Alternate nominee consent letter (notarized)
• [ ] Single stockholder's TIN or passport

The Treasurer's Bond Requirement

If appointing yourself as treasurer:

• [ ] Surety bond from insurance company
• [ ] Amount based on authorized capital:
  • Up to ₱1M capital: ₱1M bond
  • ₱1M-5M capital: ₱2M bond
  • Above ₱5M: Equal to capital

Money-Saving Tip: Appoint someone else as treasurer to avoid bond requirement.

What OPCs DON'T Need

• ❌ Bylaws
• ❌ Multiple incorporators
• ❌ Board resolutions
• ❌ Organizational meeting minutes

Traditional Corporation Requirements

Additional Documents Beyond OPC

• [ ] Bylaws (signed by all incorporators)
• [ ] Treasurer's affidavit (if with monetary contribution)
• [ ] Subscription page properly filled
• [ ] Director's signatures on appropriate pages

Incorporator Requirements

Minimum 2, maximum 15 incorporators, each needs:

• [ ] At least 1 share subscribed
• [ ] Signature on all required pages
• [ ] Valid ID copy
• [ ] TIN (can be "N/A" if none yet)

Foreign Incorporator Additional Requirements

• [ ] Passport copy (relevant pages)
• [ ] Proof of legal capacity (if corporation)
• [ ] Consularized/apostilled documents (if signed abroad)
• [ ] FIA application (if exceeding 40% ownership)

Industry-Specific Additional Requirements

Education/Schools

• [ ] CHED endorsement (higher education)
• [ ] DepEd permit (basic education)
• [ ] Curriculum outline
• [ ] Faculty qualification summary

Healthcare/Medical

• [ ] DOH endorsement
• [ ] PRC licenses of medical professionals
• [ ] Facility preliminary plans
• [ ] Equipment specifications

Financial Services

• [ ] BSP approval (if applicable)
• [ ] Minimum capital certification
• [ ] Business plan summary
• [ ] AML compliance program outline

Import/Export

• [ ] Business plan showing export percentage
• [ ] Market study (sometimes required)
• [ ] Product descriptions
• [ ] Target market identification

The Documentary Details That Matter

Notarization Requirements

Correct Process:

1. All incorporators must personally appear
2. Bring original valid IDs
3. Sign in front of notary
4. Secure competent evidence of identity

Common Mistakes:

• Pre-signing documents
• Using expired IDs
• Different signatures from ID
• Missing page initialization

The 4-Copy Rule

You need 4 originally signed copies:

1. SEC receiving copy
2. SEC file copy
3. BIR copy
4. Your file copy

Not Acceptable:

• Photocopies of signed documents
• Different signatures across copies
• Mixed original and photocopied pages

Payment Requirements and Fees

SEC Filing Fees (2025 Rates)

Basic Filing Fee

• 1/5 of 1% of authorized capital stock
• Minimum: ₱2,000
• Maximum: None (can be substantial for large capital)

Additional Fees

• Legal research fee: 1% of filing fee (min ₱20)
• Name reservation: ₱100
• Documentary stamp tax: ₱30
• Express lane: +₱1,000 (where available)
• Amendment filing: ₱1,500

Payment Methods Accepted

• [ ] eSPAYSEC online payment
• [ ] Credit/debit cards
• [ ] GCash/PayMaya
• [ ] Landbank over-the-counter
• [ ] SEC cashier (limited hours)

Timing Tip: Pay early morning or late afternoon to avoid payment system congestion.

The Hidden Requirements Nobody Mentions

Address Proof

While not in official lists, SEC often requires:

• [ ] Lease contract OR
• [ ] Ownership documents OR
• [ ] Authority to use address

The "Clean" NBI Clearance

For certain industries, incorporators need:

• [ ] NBI clearance (less than 6 months old)
• [ ] No derogatory records
• [ ] Purpose: "Business registration"

Corporate Secretary Qualification

Must be:

• [ ] Filipino citizen
• [ ] Philippine resident
• [ ] Of legal age
• [ ] Not the president (conflict of interest)

Digital Submission via eSPARC

File Format Requirements

• PDF only
• Maximum 3MB per file
• Clear, readable scans
• Properly oriented
• No password protection

Naming Convention

• Use standard format: "CompanyName_DocumentType_v1.pdf"
• Avoid special characters
• Keep names under 50 characters

Upload Checklist

• [ ] All pages included
• [ ] Correct document order
• [ ] File size within limits
• [ ] Preview before submission
• [ ] Save confirmation numbers

Post-Approval Requirements (Within 60 Days)

Hard Copy Submission

• [ ] All originally signed documents
• [ ] Proof of payment
• [ ] Digital certificate printout
• [ ] Receiving copy for stamping

Additional Filings

• [ ] Bylaws (if not submitted initially)
• [ ] Treasurer's bond (for OPC if applicable)
• [ ] Stock and transfer book registration
• [ ] Initial board resolutions

Red Flags That Delay Approval

Document Red Flags

⚠️ Inconsistent signatures ⚠️ Different name spellings ⚠️ Missing pages ⚠️ Unclear photocopies ⚠️ Wrong templates used

Information Red Flags

⚠️ TIN format errors ⚠️ Address mismatches ⚠️ Capital computation errors ⚠️ Purpose clause issues ⚠️ Director qualification problems

Process Red Flags

⚠️ Expired name reservation ⚠️ Incomplete payment ⚠️ Missing requirements ⚠️ System timeout during submission ⚠️ Wrong SEC office selected

Preparation Timeline

2 Weeks Before Filing

• Research requirements
• Choose company name
• Find incorporators
• Draft documents

1 Week Before Filing

• Finalize documents
• Schedule notarization
• Prepare payment
• Check all requirements

Filing Week

• Submit name verification
• File documents upon approval
• Monitor status daily
• Respond to issues immediately

Post-Filing

• Track application
• Prepare hard copies
• Plan next registrations
• Set compliance calendar

Special Situations

Converting from Sole Proprietorship

Additional requirements:

• [ ] DTI certificate of registration
• [ ] Mayor's permit
• [ ] BIR certificate
• [ ] Affidavit of conversion

Foreign Corporation Branch

• [ ] Authenticated board resolution
• [ ] Certificate of good standing
• [ ] Audited financial statements
• [ ] Resident agent appointment

NGO/Foundation Conversion

• [ ] DSWD endorsement
• [ ] Proof of activities
• [ ] Board resolution
• [ ] Member consent

The Complete Digital Checklist

Before Starting eSPARC

• [ ] Stable internet connection
• [ ] All documents in PDF
• [ ] Payment method ready
• [ ] 2-hour uninterrupted time block
• [ ] All information verified

During eSPARC Filing

• [ ] Screenshot every page
• [ ] Save all reference numbers
• [ ] Download all generated forms
• [ ] Keep session active
• [ ] Complete in one sitting

After eSPARC Submission

• [ ] Email confirmation received
• [ ] Reference number saved
• [ ] Calendar reminder set
• [ ] Documents backed up
• [ ] Payment proof saved

Common Requirement Myths Debunked

Myth: "You need a lawyer to incorporate" Truth: Not required, but complex structures benefit from legal help

Myth: "Minimum capital is ₱5,000" Truth: No minimum for most businesses since 2019

Myth: "All incorporators must be Filipino" Truth: Up to 40% can be foreign (more in certain industries)

Myth: "You need an office to register" Truth: Home addresses acceptable for most businesses

Why Requirements Keep Changing

SEC updates requirements due to:

• Anti-money laundering compliance
• Beneficial ownership tracking
• Digital transformation initiatives
• International standards alignment
• Fraud prevention measures

Stay informed through:

• SEC official website
• Monthly circulars
• Professional updates
• Service provider alerts

The Philfile Advantage

We maintain the most current requirements database because:

• Daily SEC filing experience
• Direct communication channels
• System update monitoring
• Issue pattern recognition
• Continuous process improvement

Our Requirements Service

• Pre-filing requirement audit
• Document preparation assistance
• Completeness verification
• Format compliance check
• Issue prevention guidance

Your Action Plan

1. Use this checklist for your specific business type
2. Verify current requirements (things change monthly)
3. Prepare meticulously (better over-prepared)
4. File strategically (timing matters)
5. Get help if complex (some structures need expertise)

Remember: One missing requirement can delay your business launch by weeks. Use this checklist to get it right the first time.

Download Our Interactive Checklist →

Requirements current as of December 2024. SEC regularly updates requirements. Verify specific requirements for your business type before filing.