How to Register a Corporation with the Securities and Exchange Commmnission

(SEC)

Many business people or entrepreneurs are not deterred by the current economic
malaise that is affecting many countries. Many are still starting businesses and creating
new corporations. So, for the brave few, here’s a guide on registering a corporation with
the Securities and Exchange Commission (SEC).

1. Verify and reserve the proposed corporate name. You could do this the hard way,
at the SEC Verification Unit, located at the SEC Building, EDSA, Greenhills,
Mandaluyong City (right across the Philippine Overseas Employment Administration
[POEA] and the EDSA Shrine). Verification and reservation used to be more convenient
— through the SEC-iRegister, a 24-7 portal. This system is currently not available.

2. Prepare the Articles of Incorporation and By-laws. Blank forms are also available
from the Company Registration and Monitoring Department (CRMD). The drafting of the
Articles of Incorporation and the By-laws, as well as the other requirements, could also
be done by your lawyer.

3. Deposit the minimum paid-up capital in the bank. Banks usually require a
resolution by the incorporators authorizing the Treasurer to open a bank account and
transact with the bank. Get the bank certificate of deposit, as this is one of the
documents that you have to submit to the SEC.

4. Prepare the: (i) Treasurer’s Affidavit/Authority to Verify Bank Account; (ii) Written
Undertaking to Change Corporate Name by any Incorporator or Director, Trustee,
Partner; and (iii) Registration Data Sheet.

5. File the complete documents with the CRMD, upon payment of the requisite filing
fees.

Please note that for certain corporations, an endorsement from other government
agencies is required, depending on the purposes of the corporation. For instance, a
proposed bank, pawnshop or other financial intermediaries with quasi-banking functions
must secure an endorsement from the Bangko Sentral ng Pilipinas (BSP). Certain
businesses must also secure endorsements from other agencies, like the Department of
Social Welfare and Development (DSWD), Department of Education (DEpED),
Technical Education Skills and Development Authority (TESDA), Department of Energy
(DOE), Department of Health (DOH), Insurance Commission, National
Telecommunication Commission (NTC), Philippine Overseas Employment
Administration (POEA), Philippine National Police (PNP), Maritime Industry Authority
(MARINA), or the Department of National Defense (DND).

Please also note that there are differences in the registration requirements between
Stock Corporations and Non-Stock Corporations. The requirements are also different
when it comes to Partnerships, which are still under the jurisdiction of the SEC.