EC REGISTRATION REQUIREMENTS (as of 1 June 2010

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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. 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 signatories.

REGISTRATION OF CORPORATIONS Stock Corporation Non-Stock Corporation LICENSING OF FOREIGN CORPORATIONS Branch and Representative Office Regional or Area Headquarters and Regional Operating Headquarters REGISTRATION / RECORDING OF PARTNERSHIPS OTHER APPLICATIONS For Corporations i. Amended Articles of Incorporation (For Stock and Non-Stock Corporations) Amended Articles of Incorporation Directors’/Trustees’ Certificate – a notarized document signed by a majority of the directors/trustees and the corporate secretary, certifying the amendment of the Articles of Incorporation, indicating the amended provisions, the vote of the directors/trustees and stockholders/members, the date and place of the stockholders’ or members’ meeting; the TIN of the signatories should be indicated below their names.

Additional Requirements Endorsement/clearance from other government agencies, if applicable. If the provision to be amended is the corporate name, submit the following; a. Name Verification Slip b. Affidavit of a director/trustee or officer undertaking to change corporate name ii. Amended By-Laws (For Stock and Non-Stock Corporations) Amended By-laws Directors’/Trustees’ Certificate – a notarized document signed by a majority of the directors/trustees and the corporate secretary, certifying the amendment of the Bylaws, indicating the amended provisions, the vote of the directors/trustees and stockholders/ members, the date and place of the stockholders’ or members’ meeting iii. Increase of Authorized Capital Stock Basic Requirements Certificate of Increase of Capital Stock 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 present authorized capital stock, 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, certifying the amendment of the Articles of Incorporation increasing the authorized capital stock, the votes of the directors and the stockholders, and the date and place of the stockholders’ meeting Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR Additional Requirements based on kind of payment on subscription, such as Cash A report rendered by an independent CPA on the verification of the cash payment on subscription to the increase

in lieu of item 1 C. which includes an analysis of the retained earnings account for the last five (5) years. For other forms of property as payment. submit a certification from the auditor identifying the creditors and the amount owed to each. and said additional capital infusion is reflected in the Cash Flow Statement B. which includes the subject advances/liabilities. if any D. certified by the company accountant Trial balance as of the end of the month immediately preceding the submission of the requirements. bank statement/passbook Trial balance as of the end of the month immediately preceding the submission of the requirements. as of the date of trial balance. which includes the additional capital infusion. deposit slip. certified by the company accountant 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). certified by the corporate secretary. Certification by the corporate secretary as to the treatment of the resulting fractional shares. Decrease of Authorized Capital Stock . certified by the company accountant 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).Copy of the official receipt. Conversion of advances/liabilities to equity A report rendered by an independent CPA on the verification of the advances to be converted to equity Detailed schedule of the liabilities to be offset. List of stockholders entitled to the stock dividend with their respective outstanding shares and the allocation of the stock dividend. submit the additional requirements enumerated for registration of stock corporations iv. Stock dividends Long form audit report on the audited financial statements (item 6 of the basic requirements).

Reclassification/Declassification/Conversion of Shares Directors’ Certificate – a notarized document signed by a majority of the directors and the corporate secretary. the votes of the directors and the stockholders. 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 corporate secretary Audited financial statements as of the last fiscal year. certifying the amendment of the articles of incorporation classifying the shares of stock. and the date and place of the stockholders’ meeting Publisher’s affidavit of the publication of the decrease of capital (once in a newspaper of general circulation) v. certified by company accountant List of stockholders before and after the decrease. certifying the amendment of the Articles of Incorporation to decrease the authorized capital stock. and list of stockholders of record of the surviving corporation after the merger/consolidation.Certificate of Decrease of Authorized Capital Stock Audited financial statements as of last fiscal year. Merger/Consolidation Articles of Merger/Consolidation Plan of Merger List of stockholders of the constituent corporations before the merger/consolidation. nationalities and stockholdings before and after the reclassification/declassification/conversion. certified by the corporate secretary . and the date and place of the stockholders’ meeting Amended Articles of Incorporation List of stockholders showing the names. stamped received by the SEC and the BIR If involving return of capital: Long form audit report and list of creditors with the consent of each creditor. the votes of the directors and the stockholders. stamped received by the SEC and the BIR vi.

Certification. if any Where both or all the constituent corporations are solvent: Certification. Issuance of new stocks from the unsubscribed capital stock SEC Form No. Increase or Decrease of authorized capital stock . chief finance officer or treasurer. by the president. F-101 or F-102 Original copy of the Deed of Assignment b. F-101 or F-102 Form F-10-1 c. 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 If the surviving corporation will not issue shares of stock or create additional paid-in Capital: Disregard item 5 If the merger will be effected via increase of capital stock: Submit also the requirements for Increase of Authorized Capital Stock For consolidation: Submit also the requirements for the registration of a stock corporation vii. by the corporate secretary. Increase of Foreign Equity (For Corporations registered under the Foreign Investment Act) Mode of payment: Assignment of Filipino stockholdings to non-Philippine nationals SEC Form No. under oath. under oath. 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) Directors’ Certificate – a notarized document signed by a majority of the directors/trustees and the corporate secretary. F-101 or F-102 Requirements for merger or consolidation viii. Quasi-Reorganization Letter requesting approval to undergo quasi-reorganization Certification. 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. on the board resolution approving the quasi-reorganization . F-101 or F-102 Requirements for Increase/Decrease of Capital Stock d. if any. if applicable Note: In cases where there are creditors and the consent of the creditors was not secured. the votes of the directors/trustees and stockholders/members.SEC Form No. by the corporate secretary. 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. certifying the amendment of the Articles of Incorporation shortening the corporate term. under oath. Merger or Consolidation SEC Form No. the application should be in the form of a petition to be filed with Office of General Counsel of the SEC ix.

on the board resolution approving the creation of the additional paid-in capital Audited financial statements as of the last fiscal year. Creation of Additional Paid in Capital Letter requesting approval for the creation of the additional paid in capital Certification. Equity Restructuring Letter requesting approval to undergo equity restructuring Certification. on the board resolution declaring the cash dividends Audited financial statements as of the last fiscal year. stamped received by the SEC and the BIR Analysis of the revaluation increment Projected financial statements for the next five (5) years x. under oath.Appraisal report of the fixed assets (real properties. stamped received by the SEC and the BIR xi. under oath. permanently installed fixed assets 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. by the corporate secretary. under oath. on the board resolution approving the equity restructuring plan Audited financial statements as of the last fiscal year. by the corporate secretary. Cash Dividend Declaration Certification. 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. stamped received by the SEC and the BIR . by the corporate secretary.

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. stamped received by the SEC and the BIR Audited financial statements used as the basis for such declaration. by the corporate secretary. signed by the treasurer. on the declaration of stock dividends 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. stamped received by the SEC and the BIR Detailed schedule of the property account appearing in the audited financial statements Certification by the president that the property is no longer needed in the operation of the company xv. by the corporate secretary. 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 of Paid-Up Capital/Capital Structure Request for certification . under oath. with the respective subscribed capital stock of each stockholder and with the allocation of the stock dividend. on the board resolution declaring the property dividends List of stockholders and the allocation of the property dividend. under oath. under oath xiv. certified by the corporate secretary Analysis of Capital Structure. Stock Dividend Declaration Certification. certified by the corporate secretary Audited financial statements as of the last fiscal year. Property Dividend Declaration Certification.

certified by the company accountant or comptroller Projected financial statements. showing the names and the subscribed and paid-up capital of each stockholder. signed by the corporation and the trustee Sample form of the mortgaged bond certificate to be issued xviii. amount subscribed and paidup capital of each stockholder. with the book. showing the names. Confirmation of Valuation . Creation of Bonded Indebtedness Certificate of creation of bonded indebtedness Audited financial statements as of the last fiscal year. nationalities. showing the utilization of the proceeds of the bonds and the redemption of the bond issues. stamped received by the SEC and the BIR List of stockholders.Audited financial statements as of the last fiscal year. Certification of Percentage of Ownership Request for certification List of stockholders. certified by corporate secretary Audited financial statements as of the last fiscal year. certified by the company accountant List of the company’s properties. appraised or bondable values of the properties which will be used to secure the projected bond issues. stamped received by the SEC and the BIR If item 2 is more than six (6) months old: Unaudited financial statements for the current year period. stamped received by the SEC and the BIR Stock and transfer book of the corporation (to be presented for verification) xvii. 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. signed by the company accountant or comptroller Trust indenture.

signed by the corporate secretary. stamped received by the SEC and the BIR List of stockholders. with the nationalities. by the corporate secretary. Amended Articles of Partnership (To Change Partnership Name) Name Verification Slip Amended Articles of Partnership Affidavit of a partner undertaking to change partnership name Endorsement/clearance from other government agencies. Voting Trust Agreement Agreement Voting Trust Agreement Certification on the number of shares of trustees. on the board resolution approving the additional issuance of shares of stock Audited financial statements as of the last fiscal year. signed by the corporate secretary For Partnerships i. For Other Amendments Amended Articles of Partnership . under oath Note: For additional requirements: Refer to the additional requirements for Increase of Authorized Capital Stock depending on kind of payment xix. if applicable ii. and the subscribers to the new shares. Amended Articles of Partnership Amended Articles of Partnership (To Change Partners) Deed of Assignment of partnership interest/letter of withdrawal of partner/ or affidavit of death of partner iii.SEC Form 10-1/letter request confirming the valuation Certification. amount subscribed and paid up. under oath.

stamped received by the SEC and the BIR ii.2. Deposit or Substitution of Deposited Securities of Branch Office Cover letter requesting acceptance of the securities deposit Photocopy of the confirmation of sale or original copy of the government bonds Letter request for earmarking of treasury bills for SEC deposit. Dissolution of Partnership Articles of Dissolution BIR Tax Clearance For Foreign Corporations i.1. stamped received by the Bureau of Treasury Audited financial statements as of the last fiscal year. Withdrawal of License of Foreign Corporations .iv. Name Verification Slip a. Change/appointment of resident agent b. Amendment of corporate/partnership name a.1 Board resolution or letter of appointment b. Affidavit of a director/partner undertaking to change b.2 Acceptance by the resident agent company name iii. Amendment of License of Foreign Corporations Basic Requirements Petition for amendment of license Board resolution approving the amendments Additional requirements a.

stamped received by the SEC and the BIR List of creditors. Conversion of Area Headquarters to Regional Operating Headquarters b. and consent of each creditor. if any.1 Bank Certificate or Proof that the headquarters has US$200. or certification as to nonexistence of creditors Original license issued by the SEC Publisher’s affidavit evidencing the publication of the notice of withdrawal ( once a week for three [3] consecutive weeks ) BIR Tax Clearance iv. Amendment of License of Area or Regional Headquarters and Regional Operating Headquarters Basic Requirements Petition for amendment of license Board Resolution approving the amendments Additional Requirements a.2 Affidavit of a director/partner undertaking to change company name b.Petition for withdrawal of license Authenticated copy of the board resolution approving the withdrawal Audited financial statements as of the last fiscal year.1 Name Verification Slip a. Amendment of corporate/partnership name a.000 or more .

and consent of each creditor. BIR Tax Clearance by Minimum Paid-Up Capital Requirement Businesses Requiring Endorsements From Other Government Agencies Reportorial and Monitoring Requirements for Domestic Corporations . Audited financial statements as of the last fiscal year. Publisher’s affidavit evidencing the publication of the notice of withdrawal once a week for three (3) consecutive weeks d. or certification as to the the non-existence of creditors c.(PDF) Reportorial and Monitoring Requirements for Foreign Corporations .v. if any. List of creditors. REGISTRATION OF CORPORATIONS A. Stock Corporation .(PDF) Download Registration Requirements (PDF) SEC REGISTRATION REQUIREMENTS I. Withdrawal of License of Area or Regional headquarters or Regional Operating Headquarters Basic Requirements 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. stamped received the SEC and the BIR b.

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 ) For corporations with more than 40% foreign equity: SEC Form No. F. Subic Bay Metropolitan Authority (SBMA) or other economic zones application: Certificate of Authority or indorsement from said government agencies Additional requirements based on kind of payment of subscription indicated hereunder Cash Bank Certificate of deposit of paid up capital notarized in place where signed .Basic Requirements 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 Indorsement/clearance from other government agencies.100 For corporations with Philippine Economic Zone Authority (PEZA). if applicable.

TCT No.. respectively If transfer value is based on zonal value: Latest zonal valuation certified by the Bureau of Internal Revenue (BIR) If transfer value is based on appraised value: Appraisal report 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 on the 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 transferor that the building/condominium unit is existing and in good condition . location.For corporations with foreign subscribers who want to register their investments with the BSP: Proof of inward remittance or bank certificate Land and/ Building/Condominium Unit Detailed schedule of the property showing its registered owner. tax declaration number and the basis of the transfer value (market value/assessed value/ zonal value or appraised value ) Copy of TCT/CCT and tax declaration sheet. certified by the Register of Deeds and the Assessor’s Office. area.

Affidavit of undertaking by any incorporator or director to submit the proof of transfer of the property within the prescribed period Inventories /Furniture/Personal Properties Detailed schedule of the property showing its description and the basis of transfer value (market value or book value ) Special audit report by an independent CPA on the verification and valuation of the property Deed of assignment of the property to the corporation Affidavit of the transferor that the inventories/ furniture/personal properties are existing and in good condition Heavy Equipment and Machinery Detailed schedule of the property showing its description and the basis of transfer value (book value or appraised value) Appraisal report by a licensed mechanical engineer (not more than six [6] months old). submit valuation report by the BSP instead Deed of assignment of the property to the corporation Affidavit of the transferor that the heavy equipment/machinery is existing and in good condition . If the property is imported.

certificate of registration number. plate number. chassis number. Affidavit of undertaking by any incorporator or director to submit the proof of transfer within the prescribed period Motor Vehicles Detailed inventory of the motor vehicles showing the registered owner. make/model. number of shares and the basis of transfer value (market value or book value) Audited financial statements of the investee company as of the last fiscal year. stamped received by the SEC and the 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 outstanding in the name of the assignor Photocopy of the stock certificates (present original 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 market value . motor number.Shares of Stock Detailed schedule of the shares of stock indicating the stockholder. stock certificate number.

and appraised value Certified true copy of the certificate of ownership Certificate of seaworthiness/airworthiness issued by the appropriate government agency Appraisal report by a licensed mechanical engineer (not more than six [6] months old) Deed of assignment of the vessel/aircraft to the corporation .Photocopy of the Certificate of Registration and official receipt of annual registration fee (present original for verification) Appraisal report by a licensed mechanical 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 Affidavit of undertaking by any incorporator or director to submit the proof of transfer within the prescribed period Sea Vessel/Aircraft Detailed inventory of the vessel/aircraft showing the registered owner. registry number. technical description.

Affidavit of the transferor that the sea vessel/aircraft is existing and in good condition Affidavit of undertaking by any incorporator/director to submit the proof of transfer within the prescribed period Intangibles Photocopy of the Certificate of Registration of Intellectual Property rights. mining permit (for mining claims/rights) Appraisal report by an accredited appraisal company (not more than six [6] months old) Deed of assignment of intangibles to the corporation Net Assets (by way of conversion of single proprietorship/partnership into corporation or by way of spin-off) Articles of Dissolution of Partnership Audited financial statements of the single proprietorship/partnership/division of a corporation (for spin off) as of the last fiscal year Long-form audit report of item 2 Deed of assignment of the assets and liabilities to the corporation .

certified by the Register of Deeds and the Assessor’s Office. with the amount due to each creditor and the consent of each creditor. or its abbreviation The filing of the Articles of Dissolution and Articles of Incorporation or Increase of Authorized Capital Stock should be simultaneous . respectively For single proprietorships: Department of Trade and Industry (DTI) Certificate of Registration Notes : Items 5 to 10 shall be complied with only if applicable The corporation should use the name of the partnership dropping only the word “company” and adding either the word “corporation” or “incorporated”. certified by the company accountant Detailed schedule of the properties with certificate of registration/titles and their respective book values Photocopy of the Certificate of Registration of the motor vehicle (present original for verification) Photocopy of the TCT/CCT and tax declaration sheet.Separate deed of the assignment for land with primary entry by the Register of Deeds List of creditors.

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