Republic of the Philippines
Securities and Exchange Commission

 

SEC REGISTRATION REQUIREMENTS

DOCUMENTARY REQUIREMENTS FOR REGISTRATION

  OF

CORPORATIONS AND PARTNERSHIPS

( as of June 30, 2013 )

 

  All applications and supporting documents must be in four (4) copies and have cover sheets.
  Documents signed abroad must be authenticated by the Philippine Embassy or Consulate in the country where signed.
  All audited Financial Statements and special audit reports must be certified by an independent Certified Public Accountant (CPA), with Statement of Representation filed with the SEC. Said Statement must indicate the CPA Cert. No., PRC/BOA No. and the PTR No. of the CPA.
  All applications must indicate the Tax Identification Number (TIN) of the  incorporators, stockholders/members for corporations, and partners for partnerships. 
  For foreign incorporator, subscriber or director, indicate passport number for purposes of incorporation and Tax Identification Number for amendment of the Articles of Incorporation.

   

I.  REGISTRATION OF CORPORATIONS

 A.  STOCK CORPORATION

 Basic Requirements

  1. Name Verification Slip  (secure online or from SEC Name Verification Unit );
  1. Articles of Incorporation and By-laws;
  1. Treasurer’s Affidavit; and
  1. Joint affidavit of two incorporators undertaking to change corporate name, as provided in its Articles of Incorporation or as amended thereafter, immediately upon receipt of notice or directive from the Securities and Exchange Commission that another corporation, partnership, or person has acquired a prior right to the use of that name or that name has been declared misleading, deceptive, confusingly similar to a registered name, or contrary to public morals, good customs or public policy. (not required if the Articles of Incorporation have a provision on this commitment ).

Additional Requirements

  1. Endorsement/clearance from other government agencies, if applicable.
  2. For corporations with  foreign equity: Proof of remittance by non-resident aliens and foreign corporate subscribers to register their investment  with the Bangko Sentral ng Pilipinas ( BSP ) or an affidavit that they will not register their investment with the BSP
  1. For corporations with more than 40% foreign equity: application form required by the Foreign Investments Act of 1991 (R.A. 7042, as amended)
  2. For corporations with applications with the Philippine Economic Zone Authority (PEZA), Subic Bay Metropolitan Authority (SBMA), Clark Development Corporation (CDC), Cagayan Economic Zone Authority (CEZA) or other economic zones: Certificate of  Authority or endorsement from said government agencies
  3. Additional requirements based on kind of payment of subscription indicated hereunder

            a.  Cash

  1. For corporations with foreign subscribers who want to register their investments with the BSP:   BSP standard bank certificate of inward remittance.

b.  Land and/ Building/Condominium Unit

1.     Description of the property showing the name of its registered owner, location, area, TCT No.,  tax declaration number and the basis of the transfer value (market value/assessed value/ zonal value or appraised value ), signed by the treasurer of the corporation;         

2.     Copy of TCT/CCT and tax declaration sheet, as certified by the Register of Deeds and the Assessor’s Office, respectively;

3.     If transfer value is based on zonal value:  Latest zonal valuation certified by the Bureau of Internal Revenue (BIR); 

4.     If transfer value is based on   appraised value:  Appraisal report  by a licensed real estate appraiser (not more than six [6] months old);

5.      Deed of assignment;

6.     If property is mortgaged:  Mortgagee/creditor’s certification on the outstanding loan balance and his consent to the transfer of property ;

7.     For assignment of a building where the assignor is not the owner of the land:  Lease contract on the land and consent of the land owner to the transfer;

8.     Affidavit of the transferor that the building/condominium unit is existing and in good condition; and

9.      Affidavit of undertaking by any incorporator or director to submit the proof of transfer of the property  within the prescribed period.

     c.   Untitled Land

         If the property/ies involved are untitled lands classified by the Bureau of Lands and the Department of Environment and Natural Resources (DENR) as alienable and disposable lands and are not covered by the Comprehensive Agrarian Reform Law of 1988 ( R.A. 6657 ), the following documents should, in addition, be submitted:

         1.    Duplicate original or certified true copies, insofar as may be applicable, or:

         (i)    Proof of possession or that the subject land had been in the possessor’s open, peaceful, continuous and uninterrupted exclusive possession in the concept of an owner for a least thirty (30) years and that the possessor had introduced improvements thereon, if any, (submit a certification of the authorized officer of the barangay where the property is located, and at least two (2) adjoining property owners or possessors, attesting to the transferor’s possession of the property or claimants of the property; and payment of corresponding local real estate taxes);

         (ii)   Duplicate original or certified true copies of the tax declaration, tax receipts and local real estate tax clearance;

         (iii)   Affidavit executed by the transferor attesting that;

           (a)     His adverse, continuous and open possession of the untitled property may  

           ripen into ownership by virtue of acquisitive prescription;

                   (b)     The subject property is not tenanted (submit Affidavit of Non-Tenancy);

         (iv)    Duplicate original or certified true copies of any deed, conveyance, mortgage, lease, or other voluntary instrument affecting the untitled property duly recorded in the office of the Register of Deeds for the province or city where the land is situated, pursuant to Sections 3 and 113 of PD No. 1529;

          (v)     Affidavit executed by the transferor attesting to the:

                (a)    Existence ( or non-existence ) of easements over the untitled property;

                (b)    Kind or description of the easement/s and its location; and

                (c)    Whether the transferor is the dominant estate or the servient estate by virtue

                                       of such easement/s

           (vi)    Undertaking  (under oath) of the transferor/subscriber to answer for any liability that the corporation might incur by virtue of the acceptance of said property as paid-up capital;

2.  Clearance or certification from the Department of Agrarian Reform attesting to the following:

                     (i)    there is no other application or claimant to the untitled land;

                     (ii)    it has not issued any Certificate of Land Ownership Award (CLOA) over the

                              property to any other party; or

                     (iii)   the land is exempted from the coverage of the Comprehensive Agrarian        

                                    Program of the government;

 

  3.  Blue Print Survey  of the Plan, as approved by the Bureau of Lands, showing the inclusion

       of such lands.

   

    d.  Inventories /Furniture/Personal Properties

  1. Description of the property and the basis of transfer value  (market value or book value )  signed by the treasurer of the corporation;

  2. Special audit report by an independent CPA on the verification and valuation of the Property, or appraisal report by an accredited appraisal company, which is not more Six (6) months old, on the valuation of the property;

  3. Deed of assignment of the property to the corporation; and

  4. Affidavit of the transferor that the inventories/ furniture/personal properties are existing and in good condition.

 

       e.  Heavy Equipment and Machinery

 

  1. Description of the heavy equipment or property and the  basis of transfer value (book value or appraised value) signed by the treasurer of the corporation

  1. Appraisal report by a licensed mechanical engineer (not more than six [6] months old). If the property is imported, the valuation report of the BSP shall be submitted;

  1. Deed of assignment of the heavy equipment or property to the corporation; and

  1. Affidavit of the transferor that the heavy equipment/machinery is existing and in good condition.

        

                f.  Shares of Stock

  1. Description of the shares of stock showing the name of stockholder, stock certificate number, number of shares and the basis of transfer value (market value or book value) signed by treasurer of the corporation
  1. Audited financial statements of the investee company as of the last fiscal year, stamped received by the SEC and BIR;
  1. Deed of assignment of the shares of stock to the corporation;
  1. Certification by the corporate secretary of the investee company that the shares are  in the name of the assignor;
  1. Photocopy of the stock certificates (the original copy should be presented for verification);
  1. If shares of stock are listed in the stock exchange:  Latest market quotation in the newspaper or certification from the stock exchange/broker on the latest market price of the shares of stock ; and
  1.  Affidavit of undertaking by any incorporator or director to submit the proof of transfer within the prescribed period.

 

       g.  Motor Vehicles

  1. Description of the motor vehicles showing the name of the registered owner, make/model, plate number, chassis number, motor number, certificate of registration number, and market value, signed by the treasurer of the corporatio
  1. Photocopy of the Certificate of Registration and official receipt of annual registration fee (the original copy should be presented for verification);
  1. Appraisal report by a licensed automotive engineer (not more than six [6] months old);
  1. Deed of assignment of the motor vehicle to the corporation;
  1. Affidavit of the transferor that the motor vehicle is existing and in good condition; and
  1.  Affidavit of undertaking by any incorporator or director to submit the proof of transfer within the prescribed period.

 

            h.   Sea Vessel/Aircraft

  1. Description of the vessel/aircraft showing the name of the registered owner, registry number, technical description, and appraised value signed by the treasurer of the corporation;
  1. Certified true copy of the certificate of ownership;
  1. Certificate of seaworthiness/airworthiness issued by the appropriate government agency;
  1. Appraisal report by a licensed maritime or aeronautical engineer (not more than six [6] months old);
  1. Deed of assignment of the vessel/aircraft to the corporation;
  1.  Affidavit of the transferor that the sea vessel/aircraft is existing and in good condition;
  1. Affidavit of undertaking by any incorporator/director to submit the proof of transfer within the prescribed period.

 

             i.   Intangibles

  1. Photocopy of the certificate of registration of intellectual property rights or mining permit (for mining claims/rights);
  1. Appraisal report  by an accredited appraisal company (not more than six [6] months old);
  1. Deed of assignment of intangibles to the corporation.

 

j.   Net Assets (by way of conversion of single proprietorship/partnership into corporation or by way of spin-off)

  1. Articles of Dissolution of Partnership;
  1. Audited financial statements of the single proprietorship or partnership or division of a corporation (for spin offs) as of the last fiscal year;
  1. Long-form audit report of item 2;
  1. Deed of assignment of the assets and liabilities to the corporation;
  1. Separate deed of the assignment for the land with primary entry by the Register of Deeds
  1. List of creditors,  with the amount due to each creditor certified by the auditor or certified under oath by the company accountant and the written consent of each creditor;
  1. Description of the properties with certificate of registration/titles and their respective book values; and
  1. Photocopy of the Certificate of Registration of the motor vehicle (the original copy should be presented for verification);
  1. Photocopy of the TCT/CCT and tax declaration sheet, as certified by the Register of Deeds and the Assessor’s Office, respectively; and
  1. For single proprietorships: Department of Trade and Industry (DTI) Certificate of Registration.

Notes :

  1. Items 5 to 10 shall be complied with only if applicable
  2. The corporation should use the name of the partnership, drop  the word    “company” and add either the word “corporation” or “incorporated”, or its abbreviation
  3. The filing of the Articles of Dissolution and Articles of Incorporation or Increase of        Authorized Capital Stock should be simultaneous.

 

B.  NON-STOCK CORPORATION

 

Basic Requirements

1.     Name Verification Slip;

2.     Articles of Incorporation and By-laws;

3. Joint affidavit of two incorporators undertaking to change corporate name, as provided in its Articles of Incorporation or as amended thereafter, immediately upon receipt of notice or directive from the Securities and Exchange Commission that another corporation, partnership, or person has acquired a prior right to the use of that name or that name has been declared misleading, deceptive, confusingly similar to a registered name, or contrary to public morals, good customs or public policy (not required if the Articles of Incorporation have a provision on this commitment);

 

            4.   List of members, as certified by the corporate secretary, unless already stated in the  

                  Articles of Incorporation; and

 

5.   List of names of contributors or donors and the amounts contributed or donated, as

                  certified by the treasurer.   There shall be no fixed amount of contribution required

                  but only  such  reasonable  amount as  the incorporators  and  trustees may deem

                  sufficient  to  enable  the  corporation  to  start  operation, except  in  the  case  of

                  foundations which must have a minimum contribution of at least One Million Pesos

                  (P1,000,000.00).

 

            Additional requirements

  1. For Foundations:  Notarized certificate of bank deposit of the contribution of not less than P1,000,000.00:  and statement of willingness to allow the SEC to conduct an audit
  1. For religious corporations: Refer to Sections 109-116 of the Code, and an affidavit of affirmation or verification by the chief priest, rabbi, minister or presiding elder
  1. For federations: Certified list of member-associations by corporate secretary or president
  1. For condominium corporations/associations: Master Deed with primary entry of the Register of Deeds and certification that there is no other existing similar condominium association within the condominium project

 

II.   LICENSING OF FOREIGN CORPORATIONS

 

A.   BRANCH OFFICE and REPRESENTATIVE OFFICE

  1. Cover Sheet
  2. Application Form
  1. SEC Form No. F-103 - for Branch Office

  2. SEC Form No. F-104 - for Representative Office

  3. SEC Form No. F-108 - for Non-stock corporations            

  1. Name Verification Slip;
  2. Authenticated copy of the board resolution that (a) authorizes the establishment of branch or representative office in the Philippines; (b) designates the resident agent to whom summons and other legal processes may be served to the foreign corporation; and (c) states that in the absence of such agent or upon cessation of its operation in the Philippines, any summons or legal processes may be served to SEC as if the same is made upon the corporation at its home office;
  3. Financial Statements as of a date not exceeding one (1) year immediately prior to the application, certified by an independent CPA of the home country and  authenticated before the Philippine Consulate/Embassy;
  4. Certified copies of the Articles of Incorporation/Partnership, with an English translation if in foreign language;
  5. Proof of Inward Remittance, such as bank certificate;
  6. Affidavit of undertaking to change corporate name (not required if already stated in the Application Form);
  7. Resident Agent’s acceptance of appointment (not required if the resident agent is the signatory in the application form);
  8. Indorsement/clearance from appropriate government agencies; and
  9. For Representative Office and Branch Office of non-stock corporations: Affidavit signed by the resident agent stating that the applicant is solvent and in sound financial condition.

 

 B.   REGIONAL OR AREA HEADQUARTERS and

       REGIONAL OPERATING HEADQUARTERS

 

  1. Application Form;
  2. Name Verification Slip;
  1. A certification from the Philippine Consulate/Embassy or the Philippine Commercial Office or from the equivalent office of the Philippine DTI in the applicant’s home country that said foreign firm is an entity engaged in international trade with affiliates, subsidiaries or branch offices in the Asia Pacific and other foreign markets;  in case the certification is issued by the equivalent office of the Philippine DTI, the same shall be authenticated by the Philippine Consulate/Embassy;
  1. A certification from the principal officer of the foreign entity that the said foreign entity has been authorized by its board of directors or governing body to establish its regional or area headquarters or regional operating headquarters in the Philippines; and
  1. Endorsement of the Board of Investments (BOI).

  Notes: Within 30 days from receipt of license, the following shall be submitted:

  1. For Regional or Area Headquarters:  proof of remittance  of at least US$50,000

  2. For Regional Operating Headquarters: proof of remittance of at least US$200,000 if not submitted with the application papers.

III.   REGISTRATION/ RECORDING OF PARTNERSHIPS

 

            Basic Requirements

  1. Name Verification Slip;

  2. Articles of Partnership; and

  3. Joint affidavit of two partners undertaking to change partnership name, provided in its Articles of Partnership or as amended thereafter, immediately upon receipt of notice or directive from the Securities and Exchange Commission that another corporation, partnership, or person has acquired a prior right to the use of that name or that name has been declared misleading, deceptive, confusingly, similar to a registered name, or contrary to public morals, good customs, or public policy (not required if Articles of Partnership has provision on this commitment).

 

Additional requirements

 

  1. Endorsement/clearance from other government agencies, if applicable

  2. For partnership with  foreign partners

a)   SEC Form No. F- 105

b)   Bank certificate on the capital contribution of the partners

c)   For foreign partners who want  to register their investments with the BSP:  Proof of    

       remittance

          Note: If it is a limited partnership, the word “Limited” or “Ltd” should be added to the partnership name.  Articles of Partnership of limited partnerships should be under oath only (Jurat) and not acknowledged before a notary public.

 

 

IV.    OTHER APPLICATIONS

      A.    FOR CORPORATIONS

             I.   AMENDED ARTICLES OF INCORPORATION (for stock and non-stock domestic corporations )

  1. Amended Articles of Incorporation; and

  2. Directors’ or Trustees’ Certificate – a notarized document signed by a majority of the directors or trustees and the corporate secretary, certifying (i) the amendment of the Articles of Incorporation and indicating the amended provisions, (ii) the vote of the directors or trustees and stockholders or members, (iii) the date and place of the stockholders’ or members’ meeting; and (iv) the tax identification number of the signatories which shall be placed below their names.

  3. Monitoring Clearance issued by the Compliance Monitoring Division (CMD).

          Note:

  • For financing and lending companies, issuers of proprietary or non-propriety membership (i.e. golf clubs) and foundations, monitoring clearance shall be issued by the Investor Protection and Surveillance Department (IPSD).

  • For listed and public companies, monitoring clearance is issued by the Corporation Finance Department (CFD).

  • For capital market participants such as brokers, dealers and investment houses, monitoring is with the Market Regulation Department (MRD).

  1. Secretary's Certificate - notarized document signed by the corporate secretary certifying that no action or proceeding has been filed or is pending before any Court or tribunal involving an intra-corporate dispute or claim by any person or group against the directors, officers or stockholders of the Corporation.

      

            Additional Requirements

  1. Endorsement/clearance from other government agencies, if applicable

if the provision to be amended is the corporate name, submit the following

  1. Name Verification Slip

  2. Affidavit of a director, trustees or officer undertaking to change corporate name, as provided in its Articles of Incorporation or as amended thereafter, immediately upon receipt of notice or directive from the Securities and Exchange Commission that another corporation, partnership, or person has acquired a prior right to the use of that name or that name has been declared misleading, deceptive, confusingly similar to a registered name, or contrary to public morals, good customs or public policy. (not required if the Articles of Incorporation has provisions on this commitment)..

 

II.    AMENDED BY-LAWS (for stock and non-stock domestic corporations)

   

  1. Amended By-laws; and

  2. Directors’ or Trustees’ Certificate – a notarized document signed by a majority of the directors or

    trustees and the corporate secretary, certifying to  (i) the amendment of the By-laws, indicating

    the amended provisions, (ii) the vote of the directors or trustees and stockholders or members,

    (iii) the date and place of the stockholders’ or members’ meeting, and (iv) the tax identification

    number of the signatories which shall be placed below their names.

  3. Monitoring Clearance issued by the Compliance Monitoring Division (CMD).

       Note:

  • For financing and lending companies, issuers of proprietary or non-propriety membership (i.e. golf clubs) and foundations, monitoring clearance shall be issued by the Investor Protection and Surveillance Department (IPSD).

  • For listed and public companies, monitoring clearance is issued by the Corporation Finance Department (CFD).

  • For capital market participants such as brokers, dealers and investment houses, monitoring is with the Market Regulation Department (MRD).

  1. Secretary's Certificate - notarized document signed by the corporate secretary certifying that no action or proceeding has been filed or is pending before any Court or tribunal involving an intra-corporate dispute or claim by any person or group against the directors, officers or stockholders of the Corporation.

 

 

III.    INCREASE OF AUTHORIZED CAPITAL STOCK

 

     Basic Requirements

 

  1. Certificate of Increase of Capital Stock;

  1. Treasurer’s Affidavit certifying the increase of capital stock, the amount subscribed and the  amount received as payment;

  2. List of stockholders as of the date of the meeting approving the increase, indicating   the nationalities of the subscribers and their respective subscribed and paid-up capital on the existing authorized capital stock, as certified by the corporate secretary;

  3. Amended Articles of Incorporation;
  4. Notarized directors’ certificate certifying (a) the amendment of the Articles of Incorporation increasing the authorized capital stock, (b) the votes of the directors and the stockholders, and (c) the date and  place of the stockholders’ meeting, which shall be signed by a majority of the directors and the corporate secretary; and
  5. Endorsement/clearance from other government agencies or other SEC Departments, if applicable; and
  6. Secretary's Certificate - notarized document signed by the corporate secretary certifying that no action or proceeding has been filed or is pending before any Court or tribunal involving an intra-corporate dispute or claim by any person or group against the directors, officers or stockholders of the Corporation.

 

Additional  requirements depending on the kind of payment on subscription

 

  1. Cash

    1. For listed companies, public companies defined in the Securities Regulation Code, Companies that offer or sell securities to the public; and where the payment to the subscription to the increase is more than ten (10) million pesos.

      1. Audited financial statements as of the preceding fiscal year, stamped received by the SEC and the BIR.

      2. A report by an independent CPA on the verification of the cash payment on subscription to the increase in accordance with the Guidelines on On-site Verification provided for in SEC Memorandum Circular No. 6, series of 2008 (need not be submitted if payment on subscription is already reflected in the audited financial statements, and the additional capital infusion is reflected in the cash flow statement);

      3. Copy of the official receipt, deposit slip, or bank statement or passbook, and for foreign Equity, Certificate of Inward Remittance;

      4. Trial Balance as of end of the month immediately preceding the submission of the requirement, which shall include the additional capital infusion, as certified by the company accountant; and

      5. In case of Rural Banks:

        1. Notarized bank certification to be signed by majority of the bank's board of directors in accordance with the form required by BSP.

        2. List of stockholders of record with their respective subscribed and paid-up before and after the increase and list of subscribers to the increase with their respective subscription and payment as presented to and approved by the BSP.

         

      6. Secretary's Certificate - notarized document signed by the corporate secretary certifying that all the non-subscribing stockholders waived their respective pre-emptive rights.

       

    2. For cases not covered by i above:

      1. Subscription Contract; and

      2. Secretary's Certificate - notarized document signed by the corporate secretary certifying that all the non-subscribing stockholders waived their respective pre-emptive rights.

   B. Conversion of advances/liabilities to equity

  1. Audited financial statements as of the preceding fiscal year, stamped received by the SEC and the BIR.
  2. A report by an independent CPA on the verification of the advances to be converted to equity in accordance with the Guidelines on On-site Verification as provided for in SEC Memorandum Circular No. 6, series of 2008;
  3. Trial balance as of the end of the month immediately preceding the submission of the requirements, which shall include the subject advances or liabilities, as certified by the company accountant; and
  4. Deed of Assignment signed by the creditor or subscriber assigning the advances as payment for his subscription.

Note:   If the advances are reflected in the audited financial statements (item 1 above), submit a certification from the auditor identifying the creditors and the amount owed to each, in lieu of item 2.

          

  1. Stock dividends

  1. List of stockholders entitled to the stock dividend with their respective outstanding shares and the allocation of the stock dividends, as certified by the corporate secretary; and
  2. Certification by the corporate secretary on the treatment of the resulting fractional shares, if any.
  3. Reconciliation of retained earnings available for dividend declaration, certified by an independent auditor as provided for in SEC Memorandum Circular No. 11, series of 2008.
  4. Audited financial statements as of the preceding fiscal year, stamped receive by the SEC and the BIR.
  5. Audited financial statements used as the basis for such dividend declaration (if the basis is other than item no. 4).
  6. Projected financial statements for the remaining period (if the basis is item no. 3).
  7. Undertaking under oath by the President or Treasurer to replace any deficiency by other form of payment allowable by SEC, in the event the Retained earnings as of the end of the fiscal year is not sufficient to cover the stock dividend under consideration.
  1. For other forms of property as payment, submit the additional requirements enumerated for registration of

stock corporation

 

 IV.  DECREASE OF AUTHORIZED CAPITAL STOCK

 

  1. Certificate of Decrease of Authorized Capital Stock;

  1. Audited financial statements as of last fiscal year, stamped received by the SEC and the BIR;

  1. If it involves a return of capital:  Long form audit report and list of creditors with the amount due to each certified by the auditor or certified under oath by company accountant and written consent of each creditor;

  1. List of stockholders before and after the decrease, as certified by the corporate secretary;

  1. Amended Articles of Incorporation;

  1. Notarized directors’ certificate certifying  (i) the amendment of the Articles of Incorporation to decrease the authorized capital stock, (ii)  the votes of the directors and the stockholders, and (iii)  the date and place of the stockholders’ meeting, which shall be signed by a majority of the directors and the corporate secretary; and

  1. Publisher’s affidavit of the publication (once only) of the decrease of capital in a newspaper of general circulation.

 

V.  RECLASSIFICATION/DECLASSIFICATION/CONVERSION OF SHARES

  1. Notarized directors’ certificate certifying (i)  the amendment of the articles of incorporation classifying the shares of stock, (ii)  the votes of the directors and the stockholders, and (iii)  the date and place of the stockholders’ meeting, which shall be signed by a majority of the directors and the corporate secretary;
  1. Amended Articles of Incorporation;
  1. List of stockholders  showing the names, nationalities and stockholdings before and after the reclassification/declassification/conversion, as certified by the corporate secretary; and
  1. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR.

 

VI.   MERGER/CONSOLIDATION

  1. Articles of Merger/Consolidation;
  1. Plan of Merger/consolidation;
  1. List of stockholders of the constituent corporations before the merger/consolidation,  and list of stockholders of record of the surviving corporation after the merger/consolidation,   as certified by the corporate secretary;
  1. Certification, under oath, by the corporate secretary, on the meetings of the directors and stockholders of the constituent corporations approving the merger/consolidation;
  1. Audited financial statements of the constituent corporations as of a date not earlier than 120 days prior to the date of filing of the application in accordance with PFRS 3  ( Accounting Standard on  Business Combination);
  1. For absorbed corporations:  Long-form audit report of item 5;
  1. Certification, under oath, by the president, chief finance officer or treasurer of the constituent corporations that all creditors (state cut-off date) have been properly notified of the proposed merger/consolidation;
  1. If at least one of the constituent corporations is insolvent:  Affidavit of publication in a newspaper of general circulation  of the proposed merger/consolidation.

Notes:

  1. If the surviving corporation will not issue shares of stock or create additional paid-in capital: Disregard item 6

  2. If the merger will be effected via increase of capital stock:  Submit also the  requirements for Increase of Authorized Capital Stock

  3. For consolidation: Submit also the requirements for the registration of a stock or non-stock corporation

 

VII. INCREASE OF FOREIGN EQUITY (for corporations registered under the Foreign Investments Act )

                 Mode of payment

  1. Assignment of Filipino stockholdings to non-Philippine nationals

            1. SEC Form No. F-101 or F-102

            2. Original copy of the Deed of Assignment

  1. Issuance of new stocks from the unsubscribed capital stock

            1. SEC Form No. F-101 or F-102

            2. Form F-10-1

  1. Increase or Decrease of authorized capital stock

            1. SEC Form No. F-101 or F-102

            2. Requirements for Increase/Decrease of Capital Stock

  1. Merger or Consolidation

            1. SEC Form No. F-101 or F-102

            2. Requirements for merger or consolidation

   

VIII.  DISSOLUTION   (by shortening corporate term )

  1. Amended Articles of Incorporation
  1. Notarized directors’ certificate certifying (i) the amendment of the Articles of Incorporation shortening the corporate term, (ii) the votes of the directors/trustees and stockholders/members, and (iii) the date and place of the stockholders’/members’ meeting which shall be signed by the majority of directors and corporate secretary;
  1. List of creditors and the amount due to each, if any, certified by the auditor or certified under oath by the company accountant and the written consent of each creditor, or certification as to non-existence of creditors;
  2. Certification signed by the President and the Treasurer certifying that-
    1. The dissolution is not prejudicial to the interest of the creditors; and
    2. There is no opposition from any creditor from the time of the last publication of the notice of dissolution up to the filing of the application for dissolution with the Commission;
  1. BIR tax clearance;
  1. Affidavit of publication once a week for  three [3] consecutive weeks in a newspaper published in the province or city where the principal office of the corporation is located, or if no newspaper is published in such place, in the business section of a national newspaper of general circulation in the Philippines of the notice of time, place and object of the meeting where the dissolution of the corporation was approved, and
  2. Endorsement/clearance from other government agencies, if applicable

Additional Requirements

  1. Where the applicant has ceased operations for at least one (1) year, it shall submit-
    1. Audited Financial Statements as of last fiscal year of operation; and
    2. Affidavit of non-operation certified under oath by the President and Treasurer
  2. Where the applicant has no operation since incorporation, it shall submit-
    1. Balance Sheet certified under oath by Treasurer and President;
    2. Affidavit of non-operation certified under oath by the President and Treasurer; and
    3. Certificate of non-registration issued by the BIR.
  3. Where the applicant is a stock corporation with paid-up capital of less that P50,000.00, it shall submit its Balance Sheet as of last preceding fiscal year certified under oath by the President and Treasurer.
  4. Where the applicant is a non-stock corporation with gross receipts of less than P100,000.00 or total assets less than P500,000, it shall submit its Balance Sheet as of last preceding fiscal year certified under oath by the President and Treasurer.
  5. For cases not covered by I to IV above, it shall submit its Audited Financial Statements as of last fiscal year of operation.

Note:  In cases where there are creditors and the consent of the creditors was not secured, the application should be in the form of a petition to be filed with Office of General Counsel of the SEC.

  

IX.  QUASI-REORGANIZATION

  1. Letter requesting approval  to undergo quasi-reorganization;
  1. Certification, under oath, by the corporate secretary, on the  board resolution approving the quasi-reorganization;
  1. Appraisal report of the fixed assets (real properties, permanently installed fixed assets and machineries and equipment directly needed and actually used in the business);
  1. Schedules showing the details of the appraised properties;
  1. Latest audited financial statements of the corporation, stamped received by  the SEC and the BIR;
  1. Analysis of the revaluation increment; and
  1. Projected financial statements for the next five (5) years.

 

X.  EQUITY RESTRUCTURING

  1. Letter requesting approval to undergo equity restructuring;

  2. Certification, under oath, by the corporate secretary, on the board resolution approving the equity

    restructuring plan; and

  3. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR

 XI.   CREATION OF ADDITIONAL PAID-IN CAPITAL

  1. Letter requesting approval for the creation of the additional paid in capital;
  1. Certification, under oath, by the corporate secretary, on the board resolution approving the  creation of the additional paid-in capital; and
  1. Audited financial statements as of the last fiscal year, stamped received by the  SEC and the BIR.

Note: For additional requirements:  Refer to the additional requirements for Increase of            the Authorized Capital Stock depending on the kind of payment on subscription

 

 

 XII.    CASH DIVIDEND DECLARATION

  1. Certification, under oath, by the corporate secretary, of the board resolution declaring the cash dividends;
  1. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; and
  1. Interim audited financial statements used as the basis for such declaration (to be submitted also if the basis is other than item 2 );
  1. Project income statement for the remaining period certified by the company accountant;
  1. Reconciliation of retained earnings available for dividend declaration certified by an independent auditor as provided for in SEC Memorandum Circular No. 11, Series of 2008

             XIII.   STOCK DIVIDEND DECLARATION

  1. Certification, under oath, by the corporate secretary, of the declaration of stock dividends  by majority of the directors and  the stockholders representing at least 2/3 of the outstanding capital stock;
  1. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR;
  1. Interim audited financial statements used as the basis for such declaration ( to be submitted also if the basis is other than item 2 );
  2. Projected income statement for the remaining period.
  3. Reconciliation of retained earnings available for dividend declaration certified by an independent auditor as provided for in SEC Memorandum Circular No. 11, Series of 2008
  4. Analysis of Capital Structure, signed under oath by the treasurer.

 

            XIV.  PROPERTY DIVIDEND DECLARATION

  1. Certification, under oath, by the corporate secretary, on the board resolution declaring the property dividends;
  1. List of stockholders and the allocation of the property dividend, as certified by the corporate secretary;
  1. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR;
  1. Detailed schedule of the property account appearing in the audited financial statements;
  1. Certification by the president that the property is no longer needed in the operation of the company.

 

XV.  CERTIFICATION OF PAID-UP CAPITAL/CAPITAL STRUCTURE

  1. Request for certification;
  1. Audited financial statements  as of the last fiscal year, stamped received by the SEC and the BIR; and
  1. List of stockholders, showing the names and the subscribed and paid-up capital of each stockholder, certified by the corporate secretary.

Note:  For additional requirements in case the payment to subscription came in after the   balance sheet date:  Refer to the additional requirements for Increase of Authorized Capital Stock depending on the kind of payment on subscription

 

            XVI.   CERTIFICATION OF PERCENTAGE OF OWNERSHIP

  1. Request for certification;

  2. List of stockholders, showing the names, nationalities, amount subscribed and paid-up capital of each stockholder, certified by corporate secretary;

  3. Audited financial statements as of the last fiscal year,  stamped received by the SEC and the BIR; and

  4. Stock and transfer book of the corporation (to be presented for verification).

 

 XVII.   CREATION OF BONDED INDEBTEDNESS

  1. Certificate of creation of bonded indebtedness;
  1. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR;
  1. If item 2 is more than six (6) months old:  Unaudited financial statements for the current year period, certified by the company accountant
  1. List of the company’s properties, with the book, appraised or bondable values of the properties which will be used to secure the projected bond issues, certified  by the company accountant or comptroller;
  1. Projected financial statements, showing the utilization of the proceeds of the bonds and the redemption of the bond issues, signed by the company accountant or comptroller;    
  1. Trust indenture, signed by the corporation and the trustee; and
  1. Sample form of the mortgaged bond certificate to be issued.

 

          XVIII.   CONFIRMATION OF VALUATION 

  1. SEC Form 10-1/letter request confirming the valuation;

  2. Certification, under oath, by the corporate secretary, on the board resolution approving the  additional issuance of shares of stock;

  3. Audited financial statements as of the last fiscal year,  stamped  received by the SEC and  the  BIR; and

  4. List of stockholders, with the nationalities, amount subscribed and paid up, and the subscribers to the new shares, signed under oath by the corporate secretary.

 Note: For additional requirements:  Refer to the additional requirements for Increase of  Authorized Capital Stock depending on kind of payment

           

            XIX.  VOTING TRUSTS

  1.  Voting Trust Agreement; and

  2. Certification on the number of shares of trustors, signed  by the corporate secretary

             B.  FOR PARTNERSHIPS

  I.    AMENDED ARTICLES OF PARTNERSHIP (to change partnership name)

  1. Name Verification Slip;

  2. Amended Articles of Partnership;

  3. Affidavit of a partner undertaking to change partnership name; snf

  4. Endorsement/clearance from other government agencies, if applicable

 

            II.    AMENDED ARTICLES OF PARTNERSHIP (to change  partners)

  1.  Amended Articles of Partnership; and

  2. Deed of Assignment of partnership interest/letter of withdrawal of partner/ or affidavit    of death of partner

 

III.    FOR OTHER AMENDMENTS   

  1. Amended Articles of Partnership

  

IV.    DISSOLUTION OF PARTNERSHIP 

  1. Articles of Dissolution; and

  2. BIR Tax Clearance

 

      C.  FOR FOREIGN CORPORATIONS

I.   DEPOSIT OR SUBSTITUTION OF SECURITIES DEPOSITED BY THE BRANCH  

     OFFICE

  1. Cover letter requesting acceptance of the securities deposit;
  1. Photocopy of the confirmation of sale or original copy of the government bonds;
  2. Letter request for earmarking of treasury bills for SEC deposit, stamped received by the Bureau of Treasury; and
  1. Audited financial statements as of the last fiscal year, stamped received by  the SEC and the BIR.

           II.  AMENDMENT OF LICENSE OF FOREIGN CORPORATIONS

               Basic Requirements

  1. Petition for amendment of license; and

  2. Board resolution approving the amendments

 

       Additional requirements

    a. Amendment of corporate/partnership name

                   a.1. Name Verification Slip

                   a.2. Affidavit of a director/partner undertaking to change company name

              b. Change/appointment of resident agent

                            b.1. Board resolution or letter of appointment

                            b.2. Acceptance by the resident agent

 

             III.   WITHDRAWAL OF LICENSE OF FOREIGN CORPORATIONS

  1. Petition  for  withdrawal of license;
  1. Authenticated copy of the board resolution approving the withdrawal of license;
  1. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR;
  1. List of creditors, if any, and consent of each creditor, or certification as to non-existence of creditors;
  1. Original license issued by the SEC;
  2. Publisher's affidavit evidencing the publication of the notice of withdrawal ( once a week for three(3) consecutive week); an
  1. BIR Tax Clearance.

 

            IV.     AMENDMENT OF LICENSE OF  REGIONAL OR AREA HEADQUARTERS

                        and REGIONAL OPERATING HEADQUARTERS

            Basic Requirements

  1. Petition for amendment of license; and

  2. Board Resolution approving the amendments.

            Additional Requirements

  1. Amendment of corporate/partnership name

                                      a.1.   Name Verification Slip

                                      a.2.   Affidavit of a director/partner undertaking to change company name

           

  1. Conversion of Area Headquarters to Regional Operating Headquarters

                                  c.    Bank Certificate or Proof that the headquarters has US$200,000 or more

  

V.   WITHDRAWAL OF LICENSE OF  REGIONAL OR AREA HEADQUARTERS

                    or REGIONAL OPERATING HEADQUARTERS

 

            Basic Requirements

  1. Petition for withdrawal of license;

  2. Authenticated copy of the board resolution approving the withdrawal;

  3. Original license issued by the SEC; and

  4. Endorsement by the Board of Investments.

 

                     Additional Requirements for Regional Operating Headquarters

  1. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR

     

     

       b.   List of creditors, if any, and consent of each creditor, or certification as to the

the non-existence of creditors;

 

       c.   Publisher’s affidavit evidencing the publication of the notice of withdrawal once a

week for three (3) consecutive weeks; and

 

       d.   BIR Tax Clearance

 

 

MINIMUM PAID-UP CAPITAL REQUIREMENT

 

BASED ON INDUSTRY:

 

Break Bulk Agent

P            250,000.00

Cargo Consolidator

P            400,000.00

Financing Company

 

     Metro Manila and other 1st class cities

P       10,000,000.00

     Other classes of cities

P         5,000,000.00

     Municipalities

P         2,500,000.00

Freight Forwarders

 

     Domestic

P            250,000.00

      International

P         2,000,000.00

Health Maintenance Organization

P       10,000,000.00

Insurance

 

     Insurance Broker

P       20,000,000.00

     Reinsurance Broker

P       20,000,000.00

     Insurance Broker and Reinsurance Broker

P       50,000,000.00

     Life Insurance Company

P  1,000,000,000.00

     Non-Life Insurance Company

P  1,000,000,000.00

     Reinsurance Company

P  2,000,000,000.00

Investment Adviser/Manager

P       10,000,000.00

Investment Company

P       50,000,000.00

Investment House

 P    300,000,000.00

Lending Investor

Local Manpower Contracting and Subcontracting

     P    1,000,000.00

   P      3,000,000.00

Mining

* Required Authorized Capital Stock (P10,000,000.00)

    P     2,500,000.00

Non-Vessel Operating Common Carrier

P         4,000,000.00

Pawnshop

P            100,000.00

Pre-Need Plan Issuer

 P    100,000,000.00

Pre-Need Plan Agent

P         5,000,000.00

Real Estate Investment Trust  ( REIT)

P     300,000,000.00

 Recruitment – Domestic -    Corporation

P            500,000.00

                                        -     Partnership

 P           200,000.00

Recruitment for Overseas Employment

P         2,000,000.00

Retail Trade with Foreign Equity

US$     2,500,000.00

School (for stock corporations)

 

     Pre-elementary/Elementary Education

P         1,000,000.00

     Elementary & Secondary Education

P         2,500,000.00

     Elementary, Secondary, Tertiary

P         5,000,000.00

     Post/Graduate Education

 

Security Agency

P            500,000.00

Securities Broker/Dealer

(New/SRO-Member)

P     100,000,000.00

Securities Broker/Dealer

(Existing/SRO-Member)

P       30,000,000.00

Securities Broker/Dealer in Proprietary Shares (Non-SRO-Member)

P         5,000,000.00

Special Purpose Vehicle

P       31,250,000.00

Special Purpose Corporation

Secondary Mortgage Institution (SMI)

 

Servicer  for special purpose corporation

*Required Authorized Capital Stock (P10,000,000.00)

         5,000,000.00

P  2,000,000,000.00

 

 

 

 

Transfer Agent

P         1,000,000.00

 

BASED ON FOREIGN EQUITY:

 

Domestic Corporations with more than 40% foreign equity

 

           - Domestic Market Enterprise

US$   200,000.00

           - Export Market Enterprise

P            5,000.00

Foreign Branch Office

 

           - Domestic market enterprise

US$   200,000.00

           - Export market enterprise

P            5,000.00

Partnership with foreign partner

 

           - Domestic market enterprise

US$   200,000.00

           - Export market enterprise

P           3,000.00

Foreign Representative Office

US$     30,000.00

Regional Area Headquarters (RHQ)

US$     50,000.00

Regional Operating Headquarters (ROHQ)

US$   200,000.00

 

 

BUSINESSES REQUIRING ENDORSEMENTS FROM OTHER GOVERNMENT AGENCIES *

 

 

a.   Air Transport

Civil Aeronautics Board

b.   Banks, Pawnshops or other Financial   

      Intermediaries with Quasi-Banking  

      Functions

 

Bangko Sentral ng Pilipinas

c.   Charitable Institutions

Department of Social Welfare and Development

d.   Educational Institutions:

      (stock & non-stock)

 

          Elementary to High school

Department of Education

          College, Tertiary Course

Commission on Higher Education

          Technical Vocational Course

Technical Education Skills and Development Authority

e.    Electric Power Plants/Trading of Petroleum          

      Products

Department of Energy

f.   Hospitals, Dental, Medical Clinics/Health

     Maintenance Organizations

Department of Health

g.   Insurance/Mutual Benefit Association

Insurance Commission

h.   Non-chartered Government-Owned and Controlled   

      Corporations

 

i.    Professional Associations

Professional Regulation Commission

j.    Radio, TV, Telephone

National Telecommunications Commission

k.    Recruitment for Overseas Employment

Philippine Overseas Employment Administration

l. Security Agency/ Anti-Crime Task Force

Philippine National Police

m.  Tobacco Related Business

National Tobacco Administration

n.  Volunteer Fire Brigade

Bureau of Fire Protection

o.  Water Transport/Shipbuilding/Ship Repair

Maritime Industry Authority

p.  Waterworks corporations  Local Waterworks Utilities Administration/Waterworks and Sewerage Systems and National Water Resources Board

                          

  *Endorsements, if applicable, shall form part of the registration papers                  

 

 

 

Company Registration and Monitoring Department

SECURITIES AND EXCHANGE COMMISSION

 

Calculator for Registration Fees

Minimum Paid-Up Capital Requirement

Businesses Requiring Endorsements From Other Government Agencies

Reportorial and Monitoring Requirements for Domestic Corporations - (PDF)

Reportorial and Monitoring Requirements for Foreign Corporations - (PDF)

 

Download Registration Requirements (PDF)

 

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