SEC REGISTRATION REQUIREMENTS

I. REGISTRATION OF CORPORATIONS A. Stock Corporation Basic Requirements

1. 2. 3. 4.

Name Verification Slip (secure online or from SEC Name Verification Unit ) Articles of Incorporation and By-laws Treasurer¶s Affidavit Affidavit of incorporator or director undertaking to change corporate name (not required if Articles of Incorporation has provision on this commitment )

Additional Requirements

6. Indorsement/clearance from other government agencies, if applicable. 7. 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 Pilipinas ( BSP )

8. For corporations with more than 40% foreign equity: SEC Form No. F- 100 9. For corporations with Philippine Economic Zone Authority (PEZA), Subic Bay Metropolitan
Authority (SBMA) or other economic zones application: Certificate of Authority or indorsement from said government agencies

10. Additional requirements based on kind of payment of subscription indicated hereunder
a. Cash

1. Bank Certificate of deposit of paid up capital notarized in place where signed 2. For corporations with foreign subscribers who want to register their investments
with the BSP: Proof of inward remittance or bank certificate b. Land and/ Building/Condominium Unit

1. Detailed schedule of the property showing 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 )

2. Copy of TCT/CCT and tax declaration sheet, 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 with primary entry by the Register of Deeds 6. If property is mortgaged: Mortgagee/creditor¶s certification on the outstanding loan
balance and his consent to the transfer of property

Appraisal report by a licensed mechanical engineer (not more than six [6] months old). Heavy Equipment and Machinery 1. Detailed schedule of the property showing its description and the basis of transfer value (market value or book value ) 2.7. Affidavit of undertaking by any incorporator or director to submit the proof of transfer within the prescribed period f. stock certificate number. Motor Vehicles 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. Deed of assignment of the property to the corporation 4. If the property is imported. Certification by the corporate secretary of the investee company that the shares are outstanding in the name of the assignor 5. Affidavit of the transferor that the building/condominium unit is existing and in good condition 9. submit valuation report by the BSP instead 3. Special audit report by an independent CPA on the verification and valuation of the property 3. and market value 2. 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. Deed of assignment of the property to the corporation 4. Affidavit of undertaking by any incorporator or director to submit the proof of transfer of the property within the prescribed period c. 7. Detailed schedule of the property showing its description and the basis of transfer value (book value or appraised value) 2. plate number. Audited financial statements of the investee company as of the last fiscal year. certificate of registration number. Shares of Stock 1. Photocopy of the Certificate of Registration and official receipt of annual registration fee (present original for verification) . make/model. chassis number. Deed of assignment of the shares of stock to the corporation 4. Inventories /Furniture/Personal Properties 1. number of shares and the basis of transfer value (market value or book value) 2. stamped received by the SEC and the BIR 3. Photocopy of the stock certificates (present original for verification) 6. Affidavit of the transferor that the heavy equipment/machinery is existing and in good condition e. Detailed inventory of the motor vehicles showing the registered owner. Affidavit of the transferor that the inventories/ furniture/personal properties are existing and in good condition d. motor number. Detailed schedule of the shares of stock indicating the stockholder.

respectively . Certificate of seaworthiness/airworthiness issued by the appropriate government agency 4. Affidavit of undertaking by any incorporator or director to submit the proof of transfer within the prescribed period g. and appraised value 2. Appraisal report by a licensed mechanical engineer (not more than six [6] months old) 5. certified by the company accountant 7. certified by the Register of Deeds and the Assessor¶s Office. Articles of Dissolution of Partnership 2. Detailed schedule of the properties with certificate of registration/titles and their respective book values 8. registry number. Intangibles 1. Affidavit of undertaking by any incorporator/director to submit the proof of transfer within the prescribed period h. Photocopy of the Certificate of Registration of the motor vehicle (present original for verification) 9. Deed of assignment of the assets and liabilities to the corporation 5. mining permit (for mining claims/rights) 2. Long-form audit report of item 2 4. Audited financial statements of the single proprietorship/partnership/division of a corporation (for spin off) as of the last fiscal year 3. Appraisal report by a licensed mechanical engineer (not more than six [6] months old) 4. Deed of assignment of the vessel/aircraft to the corporation 6. Sea Vessel/Aircraft 1. Photocopy of the TCT/CCT and tax declaration sheet. Affidavit of the transferor that the motor vehicle is existing and in good condition 6. Net Assets (by way of conversion of single proprietorship/partnership into corporation or by way of spin-off) 1. List of creditors. Certified true copy of the certificate of ownership 3. Deed of assignment of intangibles to the corporation i. Deed of assignment of the motor vehicle to the corporation 5. Affidavit of the transferor that the sea vessel/aircraft is existing and in good condition 7. Separate deed of the assignment for land with primary entry by the Register of Deeds 6. Detailed inventory of the vessel/aircraft showing the registered owner. Photocopy of the Certificate of Registration of Intellectual Property rights. technical description.3. with the amount due to each creditor and the consent of each creditor. Appraisal report by an accredited appraisal company (not more than six [6] months old) 3.

Items 5 to 10 shall be complied with only if applicable 2.000. For Foundations: Notarized Certificate of Bank Deposit of the contribution of not less than P1.00. rabbi. For federations: Certified list of member-associations by corporate secretary or president 9. and add an affidavit of affirmation or verification by the chief priest. Name verification slip Articles of Incorporation and By-laws Affidavit of an incorporator or director undertaking to change corporate name List of members. The corporation should use the name of the partnership dropping only the word ³company´ and adding either the word ³corporation´ or ³incorporated´. and Statement of willingness to allow the Commission to conduct an audit 7. 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 10. 3. For single proprietorships: Department of Trade and Industry (DTI) Certificate of Registration Notes : 1. 5. For religious corporations: Refer to Sections 109-116 of the Corporation Code of the Philippines. minister or presiding elder 8. or its abbreviation 3.000. Non-Stock Corporation Basic Requirements 1. 4. 2.10. 4. The filing of the Articles of Dissolution and Articles of Incorporation or Increase of Authorized Capital Stock should be simultaneous B. certified by the Corporate Secretary List of contributors and amount contributed certified by the treasurer Note: Items 3. For neighborhood associations: Certification from the Housing and Land Use Regulatory Board (HLURB) that there is no other existing homeowners¶ or similar association in the community where the association is to be established . and 5 need not be submitted if already stated in the Articles of Incorporation Additional Requirements 6.

with Statement of Representation filed with the SEC. Name Verification Slip b. For Corporations i. certifying the amendment of the By-laws. certifying the amendment of the Articles of Incorporation. Directors¶/Trustees¶ Certificate ± a notarized document signed by a majority of the directors/trustees and the corporate secretary. Endorsement/clearance from other government agencies. of the CPA. IV. the vote of the directors/trustees and stockholders/ members. a. the TIN of the signatories should be indicated below their names. Directors¶/Trustees¶ Certificate ± a notarized document signed by a majority of the directors/trustees and the corporate secretary. the date and place of the stockholders¶ or members¶ meeting. indicating the amended provisions. the date and place of the stockholders¶ or members¶ meeting iii.SEC REGISTRATION REQUIREMENTS (as of 16 August 2011) y y y y All applications and supporting documents must be in six (6) copies and have cover sheets Documents signed abroad must be authenticated by the Philippine Embassy or Consulate in the country where signed. submit the following. Amended Articles of Incorporation 2.. No. OTHER APPLICATIONS A. and the PTR No. All audited Financial Statements and special audit reports must be certified by an independent Certified Public Accountant (CPA). All applications must indicate the Tax Identification Number (TIN) of the signatories. if applicable. Amended Articles of Incorporation (For Stock and Non-Stock Corporations) 1. PRC/BOA No. Affidavit of a director/trustee or officer undertaking to change corporate name ii. Amended By-laws 2. Increase of Authorized Capital Stock Basic Requirements . indicating the amended provisions. Said Statement must indicate the CPA Cert. Amended By-Laws (For Stock and Non-Stock Corporations) 1. Additional Requirements 3. If the provision to be amended is the corporate name. the vote of the directors/trustees and stockholders/members.

Cash 1. Trial balance as of the end of the month immediately preceding the submission of the requirements. and said additional capital infusion is reflected in the Cash Flow Statement B. Deed of Assignment signed by the creditor/subscriber assigning the advances as payment on his subscription Note: If subject advances are reflected in the audited financial statements (item 6 of the basic requirements). Conversion of advances/liabilities to equity 1. Additional Requirements based on kind of payment on subscription. certifying the amendment of the Articles of Incorporation increasing the authorized capital stock. certified by the company accountant 3. certified by the company accountant 4. indicating the nationalities of the subscribers and their respective subscribed and paid-up capital on the present authorized capital stock. which includes the subject advances/liabilities. Certificate of Increase of Capital Stock 2. stamped received by the SEC and the BIR 4. Treasurer¶s Affidavit certifying the increase of capital stock. Written waiver of pre-emptive rights by non-subscribing stockholders Note: Disregard item 1 if payment on subscription is already reflected in the audited financial statements (item 6 of the basic requirements). and the date and place of the stockholders¶ meeting Audited financial statements as of the last fiscal year. in lieu of item 1 C. which includes the additional capital infusion. certified by the corporate secretary Amended Articles of Incorporation Directors¶ Certificate ± a notarized document signed by a majority of the directors and the corporate secretary. certified by the company accountant 4. A report rendered by an independent CPA on the verification of the advances to be converted to equity 2.1. the votes of the directors and the stockholders. 5. submit a certification from the auditor identifying the creditors and the amount owed to each. the amount 3. as of the date of trial balance. deposit slip. Stock dividends . Detailed schedule of the liabilities to be offset. subscribed and the amount received as payment List of stockholders as of the date of the meeting approving the increase. A report rendered by an independent CPA on the verification of the cash payment on subscription to the increase 2. such as A. bank statement/passbook 3. Trial balance as of the end of the month immediately preceding the submission of the requirements. Copy of the official receipt. 6.

List of stockholders showing the names. Audited financial statements as of the last fiscal year. 2. For other forms of property as payment. submit the additional requirements enumerated for registration of stock corporations iv. Amended Articles of Incorporation 6. Long form audit report on the audited financial statements (item 6 of the basic requirements). stamped received by the SEC and the BIR 3. Reclassification/Declassification/Conversion of Shares 1. Decrease of Authorized Capital Stock 1. List of stockholders entitled to the stock dividend with their respective outstanding shares and the allocation of the stock dividend. the votes of the directors and the stockholders. 3. Merger/Consolidation 1. Directors¶ Certificate ± a notarized document signed by a majority of the directors and the corporate secretary. Amended Articles of Incorporation 3. Plan of Merger . certified by the corporate secretary. the votes of the directors and the stockholders. Certificate of Decrease of Authorized Capital Stock 2. Articles of Merger/Consolidation 2. and the date and place of the stockholders¶ meeting 2. certified by company accountant 4. nationalities and stockholdings before and after the reclassification/declassification/conversion. Audited financial statements as of last fiscal year. and the date and place of the stockholders¶ meeting 7. certifying the amendment of the articles of incorporation classifying the shares of stock. stamped received by the SEC and the BIR vi. List of stockholders before and after the decrease. which includes an analysis of the retained earnings account for the last five (5) years.1. Publisher¶s affidavit of the publication of the decrease of capital (once in a newspaper of general circulation) v. Directors¶ Certificate ± a notarized document signed by a majority of the directors and the corporate secretary. certified by the corporate secretary 4. certified by the corporate secretary 5. If involving return of capital: Long form audit report and list of creditors with the consent of each creditor. certifying the amendment of the Articles of Incorporation to decrease the authorized capital stock. Certification by the corporate secretary as to the treatment of the resulting fractional shares. if any D.

by the president. For consolidation: Submit also the requirements for the registration of a stock corporation vii. Assignment of Filipino stockholdings to non-Philippine nationals 1. F-101 or F-102 2. Original copy of the Deed of Assignment b. 7. 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 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) For absorbed corporations: Long-form audit report of item 5 List of creditors. Dissolution (By Shortening Corporate Term) . 5. Issuance of new stocks from the unsubscribed capital stock 1. if any Where both or all the constituent corporations are solvent: Certification. Requirements for merger or consolidation viii. F-101 or F-102 2. SEC Form No. chief finance officer or treasurer. F-101 or F-102 2. SEC Form No. F-101 or F-102 2. If the surviving corporation will not issue shares of stock or create additional paid-in Capital: Disregard item 5 2. and list of stockholders of record of the surviving corporation after the merger/consolidation. 9. Form F-10-1 c. 6. certified by the corporate secretary Certification.3. that creditors have been properly notified of the proposed merger/consolidation Where at least one of the constituent corporations is insolvent: Affidavit of publication in a newspaper of general circulation of the proposed merger/consolidation Note 1. List of stockholders of the constituent corporations before the 4. Increase of Foreign Equity (For Corporations registered under the Foreign Investment Act) Mode of payment: a. under oath. merger/consolidation. SEC Form No. Requirements for Increase/Decrease of Capital Stock d. under oath. Increase or Decrease of authorized capital stock 1. Merger or Consolidation 1. SEC Form No. by the corporate secretary. 8. If the merger will be effected via increase of capital stock: Submit also the requirements for Increase of Authorized Capital Stock 3.

on the board resolution approving the equity restructuring plan 3. on the board resolution approving the quasi-reorganization 3. the votes of the directors/trustees and stockholders/members. 7.1. 5. Letter requesting approval to undergo quasi-reorganization 2. 6. permanently installed fixed assets 4. stamped received by the SEC and the BIR Analysis of the revaluation increment Projected financial statements for the next five (5) years x. 6. Quasi-Reorganization 1. under oath. Directors¶ Certificate ± a notarized document signed by a majority of the directors/trustees and the corporate secretary. Letter requesting approval for the creation of the additional paid in capital 2. the application should be in the form of a petition to be filed with Office of General Counsel of the SEC ix. and the date and place of the stockholders¶/members¶ meeting Amended Articles of Incorporation Audited financial statements as of date of the stockholders¶ meeting approving the dissolution or any date thereafter but not earlier than 60 days prior to the date of filing of the application List of creditors. and the consent of the creditors. under oath. under oath. certifying the amendment of the Articles of Incorporation shortening the corporate term. Audited financial statements as of the last fiscal year. 7. by the corporate secretary. Appraisal report of the fixed assets (real properties. Certification. Certification. 5. if applicable 2. Note: In cases where there are creditors and the consent of the creditors was not secured. and machineries and equipment directly needed and actually used in the business) Schedules showing the details of the appraised properties Latest audited financial statements of the corporation. on the board resolution approving the creation of the additional paid-in capital . Creation of Additional Paid in Capital 1. 4. by the corporate secretary. by the corporate secretary. Equity Restructuring 1. stamped received by the SEC and the BIR xi. Letter requesting approval to undergo equity restructuring 2. or certification as to nonexistence of creditors BIR tax clearance Publisher¶s affidavit of the publication of the notice of dissolution of the corporation (once a week for three [3] consecutive weeks) Endorsement/clearance from other government agencies. Certification. if any. 3.

under oath xiv. Audited financial statements used as the basis for such declaration stamped received by the SEC and the BIR (to be submitted also if the basis is other than item 2 ) xiii.3. under oath. by the corporate secretary. Certification by the president that the property is no longer needed in the operation of the company xv. stamped received by the SEC and the BIR 4. on the board resolution declaring the property dividends 2. 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. 5. by the corporate secretary. Stock Dividend Declaration 1. Certification. stamped received by the SEC and the BIR Audited financial statements used as the basis for such declaration. Certification of Paid-Up Capital/Capital Structure . certified by the corporate secretary 3. under oath. Detailed schedule of the property account appearing in the audited financial statements 5. Cash Dividend Declaration 1. by majority of the directors and the stockholders representing at least 2/3 of the outstanding capital stock Audited financial statements as of the last fiscal year. certified by the corporate secretary Analysis of Capital Structure. stamped received by the SEC and the BIR 3. 3. by the corporate secretary. with the respective subscribed capital stock of each stockholder and with the allocation of the stock dividend. signed by the treasurer. on the declaration of stock dividends 2. List of stockholders and the allocation of the property dividend. 4. Audited financial statements as of the last fiscal year. on the board resolution declaring the cash dividends 2. Audited financial statements as of the last fiscal year. Property Dividend Declaration 1. stamped received by the SEC and the BIR ( to be submitted also if the basis is other than item 2 ) List of stockholders as of the date of meeting approving the declaration. Certification. under oath. Certification.

List of stockholders. year period. 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. Creation of Bonded Indebtedness 1. appraised or bondable values of the properties which will be used to secure the projected bond issues. signed by the company accountant or comptroller Trust indenture. Audited financial statements as of the last fiscal year. Request for certification 2. Stock and transfer book of the corporation (to be presented for verification) xvii. certified by corporate secretary 3. Audited financial statements as of the last fiscal year. with the book. with the nationalities. stamped received by the SEC and the BIR 4. signed by the corporate secretary. and the subscribers to the new shares. Audited financial statements as of the last fiscal year. stamped received by the SEC and the BIR 3. under oath. stamped received by the SEC and the BIR 3. Confirmation of Valuation 1. SEC Form 10-1/letter request confirming the valuation 2. List of stockholders. Certificate of creation of bonded indebtedness 2. under oath Note: For additional requirements: Refer to the additional requirements for Increase of Authorized Capital Stock depending on kind of payment . on the board resolution approving the additional issuance of shares of stock 3. 5. showing the names and the subscribed and paid-up capital of each stockholder. 6. amount subscribed and paid-up capital of each stockholder. Audited financial statements as of the last fiscal year. Request for certification 2. 7. showing the utilization of the proceeds of the bonds and the redemption of the bond issues. by the corporate secretary. nationalities. If item 2 is more than six (6) months old: Unaudited financial statements for the current 4. List of stockholders. Certification. showing the names. amount subscribed and paid up. certified by the company accountant List of the company¶s properties. stamped received by the SEC and the BIR 4. certified by the company accountant or comptroller Projected financial statements. Certification of Percentage of Ownership 1. signed by the corporation and the trustee Sample form of the mortgaged bond certificate to be issued xviii.1.

Amended Articles of Partnership (To Change Partners) 1. Deed of Assignment of partnership interest/letter of withdrawal of partner/ or affidavit of death of partner iii. For Partnerships i. Articles of Dissolution 2. For Foreign Corporations i. Amended Articles of Partnership 2. signed by the corporate secretary B. Photocopy of the confirmation of sale or original copy of the government bonds . BIR Tax Clearance C. 2. Dissolution of Partnership 1. Voting Trust Agreement 2. 4. Amended Articles of Partnership iv. Certification on the number of shares of trustees. Name Verification Slip Amended Articles of Partnership Affidavit of a partner undertaking to change partnership name Endorsement/clearance from other government agencies. Cover letter requesting acceptance of the securities deposit 2.xix. 3. Voting Trust Agreement Agreement 1. For Other Amendments 1. Amended Articles of Partnership (To Change Partnership Name) 1. Deposit or Substitution of Deposited Securities of Branch Office 1. if applicable ii.

Original license issued by the SEC 6. Authenticated copy of the board resolution approving the withdrawal 3. Letter request for earmarking of treasury bills for SEC deposit. Audited financial statements as of the last fiscal year. Affidavit of a director/partner undertaking to change name b. Amendment of corporate/partnership name a. and consent of each creditor.1. Audited financial statements as of the last fiscal year. Petition for amendment of license 2. Board resolution approving the amendments Additional requirements a. stamped received by the SEC and the BIR 4. List of creditors. Withdrawal of License of Foreign Corporations company 1.3. Amendment of License of Area or Regional Headquarters and Regional Operating Headquarters Basic Requirements 1. or certification as to nonexistence of creditors 5. Board Resolution approving the amendments . stamped received by the Bureau of Treasury 4. Petition for amendment of license 2. Petition for withdrawal of license 2. stamped received by the SEC and the BIR ii. Change/appointment of resident agent b. Publisher¶s affidavit evidencing the publication of the notice of withdrawal ( once a week for three [3] consecutive weeks ) 7. BIR Tax Clearance iv. Amendment of License of Foreign Corporations Basic Requirements 1.2.1 Board resolution or letter of appointment b.2 Acceptance by the resident agent iii. Name Verification Slip a. if any.

Pawnshops or other Financial Intermediaries Bangko Sentral ng Pilipinas with Quasi-Banking Functions c.1 Bank Certificate or Proof that the headquarters has US$200. BIR Tax Clearance Businesses Requiring Endorsements From Other Government Agencies * a. if any. 4. 2. Petition for withdrawal of license Authenticated copy of the board resolution approving the withdrawal Original license issued by the SEC Endorsement by the Board of Investments Additional Requirements a. Amendment of corporate/partnership name a. or certification as to the the non-existence of creditors c.Additional Requirements a. Air Transport Civil Aeronautics Board b. and consent of each creditor.000 or more v. List of creditors. Publisher¶s affidavit evidencing the publication of the notice of withdrawal once a week for three (3) consecutive weeks d. stamped received by the SEC and the BIR b. Educational Institutions: (stock & non-stock) Department of Social Welfare and Development . Audited financial statements as of the last fiscal year.1 Name Verification Slip a. Conversion of Area Headquarters to Regional Operating Headquarters b. Banks. Withdrawal of License of Area or Regional headquarters or Regional Operating Headquarters Basic Requirements 1. 3.2 Affidavit of a director/partner undertaking to change company name b. Charitable Institutions d.

Telephone l. Insurance i. Volunteer Fire Brigade o. Tertiary Course Technical Vocational Course f. TV. Hospitals/Health Maintenance Organizations h. Neighborhood Associations j. Radio. if applicable. Water Transport/Shipbuilding/Ship Repair Department of Education Commission on Higher Education Technical Education Skills and Development Authority Department of Energy Department of Health Insurance Commission Housing and Land Use Regulatory Board Professional Regulation Commission National Telecommunications Commission Philippine Overseas Employment Administration Philippine National Police Bureau of Fire Protection Maritime Industry Authority *Endorsements. shall form part of the registration papers . Security Agency n. Professional Associations k. Recruitment for Overseas Employment m. Electric Power Plants g.Elementary to High school College.