Preliminaries:

 The corporation must designate an official address and/or business address (may be a rented
office or the actual site, as long as you can receive mailed correspondence).

 Each Incorporator must procure a Tax Identification Number from the BIR.

 It is highly suggested that you retain the services of an accountant for the recording of
corporation’s books of accounts (preferably with SEC accreditation, as the Corporation is
required to submit Audited Financial Statements annually).

 The corporation must designate a President, Corporate Secretary, and Treasurer, the President
need not be a resident, but must be a shareholder/incorporate, the Corporate Secretary and
Treasure may be one and the same person, but must be a resident of the Philippines.

Business Registration

A. Register the Business Organization with the Securities and Exchange Commission (1-2
months)

a. Preparation of:

i. Articles of Incorporation & By-Laws

ii. Treasurer’s Affidavit

iii. Joint Affidavit to Change Corporate Name

b. Online Submission and Monitoring of Evaluation

c. Processing of Payment

d. Procurement of Certificate of Registration

e. Registration of Stock and Transfer Book

f. Preparation of First Year General Information Sheet

B. Obtain Business Permit* (from Local Government Unit, Barangay then Mayor’s Office) (1
month)

a. Preparation of documents/requirements

b. Monitoring

C. Registration with the BIR* (2 weeks)

a. Assistance in procurement of forms

b. Preparation of documents/requirements

c. Monitoring

D. If there will be employees hired at the onset, registration with SSS, Philhealth, and Pag-ibig is
necessary.
FAQs on Starting a Corporation

1.) What is a corporation?

A juridical person created by operation of law and registered with the Securities
and Exchange Commission. It creates an entity separate from its incorporators and
shareholders.

A stock corporation is a corporation with an approved authorized capital stock,

divided into shares. A stock corporation is engaged in income generating activities
and is authorized to declare dividends.

2.) What are the requirements for the registration of a stock corporation?

i. Articles of Incorporation & By-Laws

ii. Treasurer’s Affidavit

iii. Joint Affidavit to Change Corporate Name

3.) What are the contents of an Articles of Incorporation?

a)The name of the corporation

b)The specific purpose or purposes for which the corporation is being

incorporated

c)The place where the principal office of the corporation is to be located, which
must be within the Philippines

d)The term of which the corporation is to exist

e)The names, nationalities and residences of the incorporators

f)The number of directors

g)The names, nationalities and residences of persons who shall act as directors
or trustees until the first regular directors or trustees are duly elected and
qualified

h)If it be a stock corporation, the amount of its authorized capital stock in

lawful money of the Philippines, the number of shares into which it is divided,
and in case the share are par value shares, the par value of each, the names,
nationalities and residences of the original subscribers, and the amount
subscribed and paid by each on his subscription, and if some or all of the shares
are without par value, such fact must be stated.

i)The name of the treasurer-in-trust

 j)Tranfer clause

k)Such other matters as are not inconsistent with law and which the
incorporators may deem necessary and convenient

4.) What do you mean by incorporators?

Incorporators are the individual persons (may be partnerships, or corporations too)

originally forming the corporation and are the signatories to the Articles of
Incorporation. Every incorporator is a subscriber to at least one share.

5.) Are foreigners are allowed as incorporators?

Yes. provided that all requirements for incorporators are complied with and
provided further that the business activity of the corporation is not fully reserved
for Filipino ownership.

6.) What is authorized capital stock?

This is the total amount of shares a corporation is allowed to issue if the shares
have a par value. If the shares do not have a par value, the corporation does not
have an authorized capital stock but it has an authorized number of shares it may
issue.

7.) What is subscribed capital stock?

It refers to the total number of shares issued or subscribed by the stockholders.

8.) What are the considerations for the issuance of shares?

Under Sec. 62 of the Corporation Code, stocks shall not be issued for a
consideration less than the par or issued price thereof. Consideration for the
issuance of stock may be any or a combination of any two or more of the following:

(1) Actual cash paid to the corporation;

(2) Property, tangible or intangible, actually received by the corporation and

necessary or convenient for its use and lawful purposes at a fair valuation equal
to the par or issued value of the stock issued;

(3) Labor performed for or services actually rendered to the corporation;

(4) Previously incurred indebtedness of the corporation;

(5) Amounts transferred from unrestricted retained earnings to stated capital;

and

(6) Outstanding shares exchanged for stocks in the event of reclassification or

 conversion. Where the consideration is other than actual cash, or consists of
intangible property such as patents or copyrights, the valuation thereof: shall
intially be determined by the incorporators or the board of directors, subject to
the approval by the Securities and Exchange Commission.

9.) What are the contents of by-laws?

A private corporation may provide in its by-laws for:

(1)The time, place and manner of calling and conducting regular or special
meetings of the directors or trustees;

(2)The time and manner of calling and conducting regular or special meeting of
the stockholders or members;

(3)The required quorum in meeting of stockholders or member and the manner

of voting therein;

(4)The form for proxies of stockholders and members and the manner of voting
them;

(5)The qualifications, duties and compensation of directors or trustees, officers

and employees;

(6)The time for holding the annual election of directors or trustees and the
mode of manner of giving notice thereof

(7)The manner of election or appointment and the term of office of all officers
other than directors or trustees;

(8)The penalties for violation of the by-laws;

(9)In the case of stock corporation, the manner of issuing stock certificates; and

(10)Such other matters as may be necessary for the proper or convenient

transactions of its corporate business and affairs.