Securities and Exchange Commission

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I - HOW TO APPLY?

Verify or reserve proposed name thru the SEC i-Register at http://iregister.sec.gov.ph
Download the basic documentary requirements (refer to Section II. A below) from the SEC’s website at http://www.sec.gov.ph
Accomplish the registration forms and documents, as required, in four (4) copies
Ensure that documents signed abroad must be authenticated by the Philippine Embassy or Consulate in the country where it was signed
Ensure that all audited Financial Statements (FS) and special audit reports must be certified by an independent Certificate Public Accountant (CPA), with Statement of Representation filed with the SEC, and must indicate the CPA’s Cert. No., PRC/BOA No. and the PTR No.
Ensure that all applications must indicate the Tax Identification Number (TIN) of the incorporators, stockholders/members for corporations, and partners for partnership
Submit the necessary documents (refer to Section II below) to the Company Registration and Monitoring Department (CRMD)
Pay filing fee at the Cashier (refer to Section III below for the Schedule of Fees)
Present Official Receipt to Releasing Unit
Obtain the Certificate of Registration

II - WHAT ARE THE REQUIREMENTS?

Basic Requirements:
1. Cover Sheet
2. Name Verification Slip (secure online or from SEC Name Verification Unit)
3. Articles of Incorporation (AI) or Articles of Partnership
4. By-laws (BL)
5. Treasurer`s Affidavit (for stock)
6. Joint Undertaking to Change Name (not required if AI has provision on this commitment)

Additional Requirements for Stock Corporation:
1. Endorsement/clearance from other government agencies, if applicable e. Certificate of Endorsement from Department of Energy for energy related business activity.
2. For corporations with foreign equity: Proof of remittance by non-resident aliens and foreign corporate subscribers who want to register their investment with the Bangko Sentral ng Plipinas (BSP) or an aﬃdavit that they do not want to register their investment with the BSP.
3. For corporations with more than 40% foreign equity: application form (SEC Form No. F-100) is required by the Foreign Investments Act of 1991 (RA 7042, as amended).
4. For corporations with applications with the Philippine Economic Zone Authority (PEZA), Subic Bay Metropolitan Authority (SBMA) or other economic zones attach the Certificate of Authority or Endorsement from said government agencies.
5. If payment of subscription is based on Cash:
  1. Bank Cerificate of deposit of paid-up capital notarized in place where it was signed; and
  2. For corporations with foreign subscribers who want to register their investment with the BSP, submit BSP standard bank certificate of inward remittance.
6. If payment of subscription is based on Land and/or Building/Condominium Unit:
  1. Description of the property showing the name of its registered owner, location, area, Transfer Certificate of Title (TCT) No., tax declaration number and the basis of the transfer value (market value/ assessed value/ zonal value or appraised value);
  2. Copy of TCT/Condominium Certificate of Title (CCT) and tax declaration sheet, as certified by the Register of Deeds and the Assessor’s Oﬃce, respectively;

If transfer value: Latest zonal valuation certified by the Bureau of Internal Revenue;

If transfer value is based on appraised value: Appraisal reports by a licensed real estate appraiser (not more than six (6) months old);
Deed of assignment with primary entry by the Register of Deeds;
If property is mortgaged: Mortgagee/creditor’s certification of outstanding loan balance and his consent to the transfer of property;

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;
Aﬃdavit of the transfer or that the building/condominium unit is existing and in good condition; and

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

If payment of subscription is based on Untitled Land classified by the Bureau of Lands and the Department of Environment and Natural Resources (DENR) as alienable and disposable lands are not covered by the Comprehensive Agrarian Reform Law of 1988 (RA 6657):
1. Duplicate original or certified true copies, insofar as may be applicable, of:
  1. 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 at least thirty (30) years and that the possessor had introduced improvements thereon, if any,
    - Certification from the authorized oﬃcer of the barangay where the property is located, and at least two (2) adjoining property or claimants of the property; and payment of corresponding local real estate taxes;
  2. Tax declaration, tax receipts and local real estate tax clearance;
  3. Aﬃdavit executed by the transferor attesting that;
    - His adverse, continuous and open possession of the untitled property may ripen into ownership by virtue of acquisitive prescription;
    - The subject property is not tenanted;
      1. Aﬃdavit of Non-Tenancy

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;
Aﬃdavit executed by the transferor attesting to the:
- Existence (or non-existence) of easements over the untitled property;
- Kind of description of the easement/s and its location; and
- Whether the transferor is the dominant estate or the servient estate by virtue of such easement/s
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;

Clearance or certification from the Department of Agrarian Reform attesting to the following:
1. There is no other application or claimant to the untitled land;
2. It has not issued any Certificate of Land Ownership Award (CLOA) over the property to any other part; or
3. The land is exempted from the coverage of the Comprehensive Agrarian Program of the government;

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

If payment of subscription is based on Inventories/Furniture/Personal Properties:
1. Description of the property and the basis of transfer value (market value or book value);
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 than six (6) months old, on the valuation of the property;

Deed of assignment of the property to the corporation; and

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

If payment of subscription is based on Heavy Equipment and Machinery:
1. Description of the heavy equipment or property and basis of transfer value (market value or book value);
2. Appraisal report by the proper engineer (not more than six (6) months old). If property is imported, the valuation report of the BSP shall be submitted;

Deed of assignment of the heavy equipment/machinery is existing and in good condition.

If payment of subscription is based on 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);
2. Audited financial statements of the investee company as of the last fiscal year, stamped receiving by the SEC and BIR;

Deed of assignment of the shares of stock to the corporation;

Certification by the corporate secretary of the investee company that the shares are in the name of the assignor;
Photocopy of the stock certificates (the original copy should be presented for verification;
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

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

If payment of subscription is based on Motor Vehicles:
1. Description of the motor vehicles showing the name of the registered owner, make/model, plate number, chassis number, certificate of registration number, and market value;
2. Photocopy of the Certificate of Registration and oﬃcial receipt of annual registration fee (the original copy should be presented for verification);

Appraisal report by a licensed automotive engineer (not more than six (6) months old);

Deed of assignment of the motor vehicle to the corporation;
Aﬃdavit of the transferor that the motor vehicle is existing and in good condition; and
Aﬃdavit of undertaking by any incorporator or director to submit the proof of transfer within the prescribed period.

If payment of subscription is based on Sea Vessel/Aircraft:
1. Description of the vessel/aircraft showing the name of the registered owner, registry number, technical description, and appraised value;
2. Certified true copy of the certificate of ownership;

Certificate of seaworthiness/airworthiness issued by the appropriate government agency;

Appraisal report by a licensed maritime of aeronautic engineer (not more than six (6) months old);
Deed of assignment of the vessel/aircraft to the corporation;
Aﬃdavit of the transferor that the sea vessel/aircraft existing and in good condition;

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

If payment of subscription is based on Intangibles:
1. Photocopy of the Certificate of Registration of Intellectual Property rights, mining permit (for mining claims/right);
2. Appraisal report by an accredited appraisal company (not more than six (6) months old); and

Deed of assignment of intangibles to the corporation.

If payment of subscription is Net Asset (by way of conversion of single proprietorship / partnership into corporation or by way of spin-oﬀ):
1. Articles of Dissolution of Partnership;
2. Audited financial statements of the single proprietorship or partnership or division of a corporation (for spin-oﬀs) as of the last fiscal year;

Long-form audit report of item 2;

Deed of assignment of the assets and liabilities to the corporation;
Separate deed of the assignment for land with primary entry by the Register of Deeds, if applicable;
List of creditors, with the amount due to each creditor and the consent of each creditor, certified by the company accountant, if applicable;

Description of the properties with certificate of registration/titles and their respective book values, if applicable;
Photocopy of the Certificate of Registration of motor vehicles (the original copy should be presented for verification), if applicable;

Photocopy of the TCT/CCT and tax declaration sheet, as certified by the Register of Deeds and the Assessor’s Oﬃce, respectively, if applicable; and
For single proprietorships: Department of Trade and Industry Certificate of Registration, if applicable.

Additional Requirements for Non-Stock Corporation:
1. List of members as certified by the corporate secretary, unless already stated in the Articles of Incorporation; and
2. 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 of 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 (Php 1,000,000.00).

Additional Requirements for Licensing of Foreign Corporations:
1. Application Forms

SEC Form F-103 - for Branch Oﬃce
SEC Form F-104 - for Representative Oﬃce
SEC Form F-108 - for Non-Stock Corporations

Authenticated copy of the Board Resolution that
1. authorizes the establishment of branch representative oﬃce in the Philippines;
2. designates the resident agent to whom summons and other legal processes may be served to the foreign corporation; and

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

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;
Authenticated copy of the Articles of Incorporation with an English translation if in foreign language other than English;
Proof of Inward Remittance, such as bank certificate;
Resident Agent’s acceptance of appointment (not required if the resident agent is the signatory in the application form); and
Aﬃdavit signed by the resident agent stating that the applicant is solvent and in sound financial condition (for Representative Oﬃce and Branch Oﬃce of non-stock corporations)

Additional Requirements for Registration / Recording of Partnerships:
1. Endorsement/clearance from other government agencies, if applicable; and
2. For partnership with foreign partners
  - SEC Form F-105;
  - Bank certificate on the capital contribution of the partners;
  - For foreign partners who want to register their investment with the BSP: Proof of remittance.

Other Applications for Corporations:
1. 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.

Endorsement/clearance from other government agencies, if applicable.

If the provision to be amended is the corporate name:
1. Name Verification Slip; and
2. Aﬃdavit of a director, trustee or oﬃcer undertaking to change corporate name in the event another person, entity or firm has acquired a prior right to the use of the same name or one similar to it.
Amended By-Laws (for stock and non-stock domestic corporation)
1. Amended By-Laws; and
2. Directors’ or Trustees’ Cer ti fi cate - a notarized document signed b y a majority of the directors or trustees and the corporate secretary, certify 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.
Increase of Authorized Capital Stock
1. Certificate of Increase of Capital Stock (not be submitted if payment on subscription was already reflected in the audited financial statements (item 6 below); certification from the auditor identifying the creditors and the amount owed to each, in lieu of item 1, and the additional capital infusion is to be reflected in the cash flow statement);
2. Treasurer’s Aﬃdavit certifying the increase of capital stock, the amount subscribed and the amount received as payment;

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;

Amended Articles of Incorporation;
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
Audited financial statements as of the preceding fiscal year, stamped received by the SEC and the BIR.

If the kind of payment on subscription is Cash:
1. 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;
2. Copy of the oﬃcial receipt, deposit slip, bank statement or passbook and, for foreign Equity, Certificate of Inward Remittance;
3. Trial balance as of the end of the month immediately preceding the submission of the requirements, which shall include the additional capital infusion, as certified by the company accountant; and
4. Written waiver of pre-emptive rights by non-subscribing stockholder.
If Conversion of Advances/Liabilities to Equity:
1. 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;
2. Detailed schedule of the liabilities to be oﬀset, as of the date of trial balance, as certified by the company accountant;
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.

Merger/Consolidation
1. Articles of Merger/Consolidation
2. Plan of Merger/Consolidation

List of stockholders of the constituent corporations before the merger/consolidation and list of stockholders of the constituent corporations approving the merger/consolidation

Certification, under oath, by the corporate secretary, on the meetings of the directors and stockholders of the constituent corporations approving the merger/consolidation
Audited financial statements of the constituent corporations as of the date not earlier than 120 days prior to the date of filling of the application in accordance with PFRS 3 (Accounting Standard on Business combination)
For absorbed corporations: Long-form audit report of item 5 (Disregard if the surviving corporation will not issue shares of stock or create additional paid-in capital)

List of creditors, if any
Certification, under oath, by the president, chief financial oﬃcer or treasurer, that creditors have been properly notified of the proposed merger/consolidation

If at least of the constituent corporations is insolvent: Aﬃdavit of publication in a newspaper of general circulation of the proposed merger/consolidation.

Increase of Foreign Equity (for corporations registered under the Foreign Investment 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
2. Issuance of new stocks from the unsubscribed capital stock
  1. SEC Form No. F-101 or F-102
  2. Form F-101

Increase or Decrease of authorized capital stock
1. SEC Form No. F-101 or F-102
2. Requirements for Increase/Decrease of Capital Stock

Merger or Consolidation
1. SEC Form No. F-101 or F-102
2. Requirements for merger or consolidation
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

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

Creation of Additional Paid-In Capital
1. Letter requesting approval for the creation of the additional paid in the capital;
2. Certification, under oath by the corporate secretary, on the board resolution approving the creation of the additional paid-in capital; and

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

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 the corporate secretary.

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

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

Other Applications for Partnerships:
1. Amended Articles of Partnership (to change partnership name)
  1. Name Verification Slip;
  2. Amended Articles of Partnership;

Aﬃdavit of a partner undertaking to change partnership name; and

Endorsement/clearance from other government agencies, if applicable.

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.
For Other Amendments
1. Amended Articles of Partnership
Dissolution of Partnership
1. Articles of Dissolution; and
2. BIR Tax Clearance

Other Applications for Foreign Corporations:
1. Deposit or Substitution of Securities Deposited by the Branch Oﬃce
  1. Cover letter requesting acceptance of the securities deposit;
  2. Photocopy of the confirmation of sale or original copy of the government bonds;

Letter request for earmarking of treasury bills for SEC deposit, stamped received by the Bureau of Treasury; and

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

Amendment of License of Foreign Corporations
1. Petition for amendment of license; and
2. Board resolution approving the amendments.

Amendment of corporate/ partnership name
1. Name Verification Slip
2. Aﬃdavit of a director/ partner undertaking to change company name

Change/ Appointment of resident agent
1. Board resolution or letter of appointment
2. Acceptance by the resident agent

III-HOW MUCH TO PAY?

Schedule of Fees
Filing Fee for stock corporation	1/5 of 1% of the authorized capital stock but not less than Php 1,000.00
Legal Research Fee	1% of filing fee but not less than Php 10.00
Stock & Transfer Book (or STB)	Php 470.00
Registration fee for By-Laws of stock corporation	Php 510.00
Registration fee for Articles of Incorporation and By-Laws of a non-stock corporation	Php 1,020.00

For more information about the fees, please see SEC’s official website at http://www.sec.gov.ph/forms-and-fees/schedule-of-fees.