REGISTRATION OF PARTNERSHIPS

AND CORPORATIONS
(source: Securities and Exchange Commission)

The registration of partnerships and corporations is one of the principal functions of

the Securities and Exchange Commission (SEC). The Commission is the lead government
agency that regulates and supervises the operation of all corporations, partnerships or
associations who are the grantees of primary franchises and/or a license or permit issued in
the Philippines.

I. Registration of Corporations

A. Stock Corporation

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

Additional Requirements
6. Endorsement/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 endorsement 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
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
9. Affidavit of undertaking by any incorporator or director to submit the
proof of transfer of the property within the prescribed period

c. Inventories /Furniture/Personal Properties

1. Detailed schedule of the property showing its description 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
3. Deed of assignment of the property to the corporation
4. Affidavit of the transferor that the inventories/ furniture/personal
properties are existing and in good condition

d. Heavy Equipment and Machinery

1. Detailed schedule of the property showing its description and the basis
of transfer value (book value or appraised value)
2. Appraisal report by a licensed mechanical engineer (not more than six
[6] months old). If the property is imported, submit valuation report by
the BSP instead
3. Deed of assignment of the property to the corporation
4. Affidavit of the transferor that the heavy equipment/machinery is existing
and in good condition

e. Shares of Stock
1. Detailed schedule of the shares of stock indicating the 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 received by the SEC and the BIR
3. Deed of assignment of the shares of stock to the corporation
4. Certification by the corporate secretary of the investee company that the
shares are outstanding in the name of the assignor
 5. Photocopy of the stock certificates (present original for verification)
6. 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.
7. Affidavit of undertaking by any incorporator or director to submit the
proof of transfer within the prescribed period

f. Motor Vehicles
1. Detailed inventory of the motor vehicles showing the registered owner,
make/model, plate number, chassis number, motor number, certificate
of registration number, and market value
2. Photocopy of the Certificate of Registration and official receipt of annual
registration fee (present original for verification)
3. Appraisal report by a licensed mechanical engineer (not more than six
[6] months old)
4. Deed of assignment of the motor vehicle to the corporation
5. Affidavit of the transferor that the motor vehicle is existing and in good
condition
6. Affidavit of undertaking by any incorporator or director to submit the
proof of transfer within the prescribed period

g. Sea Vessel/Aircraft
1. Detailed inventory of the vessel/aircraft showing the registered owner,
registry number, technical description, and appraised value
2. Certified true copy of the certificate of ownership
3. Certificate of seaworthiness/airworthiness issued by the appropriate
government agency
4. Appraisal report by a licensed mechanical engineer (not more than six
[6] months old)
5. Deed of assignment of the vessel/aircraft to the corporation
6. Affidavit of the transferor that the sea vessel/aircraft is existing and in
good condition
7. Affidavit of undertaking by any incorporator/director to submit the proof
of transfer within the prescribed period

h. Intangibles
1. Photocopy of the Certificate of Registration of Intellectual Property
rights, mining permit (for mining claims/rights)
2. Appraisal report by an accredited appraisal company (not more than six
[6] months old)
3. Deed of assignment of intangibles to the corporation

i. Net Assets (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/ partnership/
division of a corporation (for spin off) as of the last fiscal year
3. Long-form audit report of item 2
4. Deed of assignment of the assets and liabilities to the corporation
5. Separate deed of the assignment for land with primary entry by the
Register of Deeds
6. List of creditors, with the amount due to each creditor and the consent
of each creditor, certified by the company accountant
7. Detailed schedule of the properties with certificate of registration/titles
and their respective book values
8. Photocopy of the Certificate of Registration of the motor vehicle (present
original for verification)
9. Photocopy of the TCT/CCT and tax declaration sheet, certified by the
Register of Deeds and the Assessor’s Office, respectively
10. 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 dropping only
the word “company” and adding 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

II. Registration / Recording of Partnerships

Basic Requirements
 Name Verification Slip

 Articles of Partnership

 Affidavit of a partner undertaking to change partnership name (not required if Articles

of Partnership has provision on this commitment)

Additional requirements
 Endorsement/clearance from other government agencies, if applicable

For partnership with foreign partners

 SEC Form No. F-105

 Bank certificate on the capital contribution of the partners

 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
and not acknowledged before a notary public.

Online Registration through the SEC-iRegister

The Philippine SEC offers the public the convenience of online registration through SEC-
iRegister, the web-based Company Registration System of the Philippines Securities and
Exchange Commission (SEC).
SEC-iRegister is a quick, affordable, and user friendly service that is available to the
public 24 hours a day, 7 days a week. An easy, step-by-step guide allows everyone, even
the computer novice, to use this web-based company registration system from the
convenience of their desktop.
With SEC-iRegister, clients can do the following online:

a. Verifying the availability of the desired name for corporation or partnership

b. Reserving the verified name
c. Accomplishing and printing the registration online without the need to buy the
SEC forms

Sign-up at:
http://iregister.sec.gov.ph/MainServlet

Schedule of Fees

The examining and filing fees of some basic registration documents are as follows:

1. Articles of Incorporation
a. Stock corporation with par value
1/5 of 1% of the authorized capital stock or the
subscription price of the subscribed capital
stock whichever is higher but not less than
P1,000

b. Stock corporation without par 1/5 of 1% of the authorized capital stock

value computed at P100 per share or the
subscription price of the subscribed capital
stock whichever is higher but not less than
P1,000

2. Certification of Paid-up Capital, P400

Outstanding Stock, Percentage of
Filipino Stockholdings, etc.

3. Registration fee for Stock and P150

Transfer Book

4. Registration fee for Membership P75

 Book

5. Name Verification – Reservation P40 per allowed name

Fee

For application of registration with SEC, please contact:

Securities and Exchange Commission

SEC Bldg., EDSA cor. Ortigas Ave., Greenhills, Mandaluyong City
Tel. No. (632) 584-0923
Fax No. (632) 584-5293
Website: www.sec.gov.ph/