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Opinion - Setting-Up of Holding Corporation
Opinion - Setting-Up of Holding Corporation
JUAN MIGUEL
We understand that you intend to incorporate a Holdings Company to be registered with the
Securities and Exchange Commission. Below is our discussion regarding your queries in
relation to the said incorporation.
As a corporation, you are required to register with the following government agencies in the
Philippines:
The following are the Basic SEC requirements for the Primary Registration of Stock
Corporations:
The incorporation of new corporations with the Securities and Exchange Commission is being
done online wherein the reservation of the Company Name as well as the inputting of
information necessary for the Articles of Incorporation and By-Laws of the corporation are done
through their new Company Registration System. Once we have supplied all the necessary
information, their system will generate their pro-forma documents which the incorporators of
your corporation will have to sign.
However, there are still some details in the Articles of Incorporation and the By-laws that are
lacking in order for the registration of your company to be complete. In line with this, we kindly
request that you provide us with the following details, for the primary registration of your
company.
Cover Sheet
1. Company Name
2. Principal Office
3. Company’s Email Address (if any)
4. Company’s Telephone Number/s
5. Mobile Number
6. Contact Person Information
a. Name of Contact Person
b. Email Address
c. Telephone Numbers/s
d. Mobile Number
e. Contact Person’s Address
Articles of Incorporation:
3. Fourth Provision: The term for which the corporation is to exist which shall not be
more than a period of fifty (50) years;
Under the Revised Corporation Code, Removal of the 50-year corporate term. This
means that unless there is a provision in the Articles of Incorporation with regard to
the term of corporate existence, the corporation will exist perpetually unless sooner
dissolved.
Under the Corporation Code of the Philippines, the incorporators shall be any
number of natural persons not less than five (5) but not more than fifteen (15), all of
legal age and a majority of whom are residents of the Philippines. Each incorporator
must own or be a subscriber to at least one (1) share of the capital stock of the
corporation.
We would also like to remind you that President Duterte recently signed into law the
Revised Corporation Code which amends and updates the Old Corporation Code.
Under the Revised Corporation Code, the minimum number of incorporators has
been removed. This only means that at present date, a corporation can be formed by
a single person.
5. Sixth Provision: Number of directors and the names, nationalities and residences of
the directors which shall not be less than five (5) nor more than fifteen (15);
6. Seventh Provision: The authorized capital stock of the corporation, the number of
shares and the par value of each share;
Under the Revised Corporation Code, there is an imposition of a Php 1,000,000.00
minimum capital stock on stock corporations. This effectively increases the
minimum paid-up capital to Php 62,500.00.
7. Eighth Provision: The names of the subscribers, their nationalities, the number of
shares subscribed of each subscriber and the amount subscribed;
Under the Corporation Code, At least twenty-five percent (25%) of the authorized
capital stock as stated in the articles of incorporation must be subscribed at the time
of incorporation, and at least twenty-five (25%) per cent of the total subscription
must be paid upon subscription. Provided, however, that in no case shall the paid-
up capital be less than five Thousand (P5, 000.00) pesos.
By-laws
Here are the procedures in registering your intended corporation with the different government
agencies of the Philippines:
Processes and requirements may differ depending on the City or Municipality where
the principal office shall be located. However, the following are the general
documentary requirements:
Documentary Requirements
a. BIR Form 1903 – Application for Registration for Corporations
b. Copy of SEC Registration and Articles of Incorporation
c. Copy of Mayor’s Business Permit, or duly received Application for Mayor’s
Business Permit if the former is still in process with the LGU
d. Contract of Lease, if applicable
III. Timetable
Please note that the foregoing timeframe are counted from the submission of complete
documentary requirements.
We hope you find the foregoing information helpful. Should you have any more queries or
concerns, please do not hesitate to communicate with me.