SEC REGISTRATION REQUIREMENTS

I. REGISTRATION OF CORPORATIONS A. Stock Corporation Basic Requirements

1. 2. 3. 4.

Name Verification Slip (secure online or from SEC Name Verification Unit ) Articles of Incorporation and By-laws Treasurers Affidavit Affidavit of incorporator or director undertaking to change corporate name (not required if Articles of Incorporation has provision on this commitment )

Additional Requirements

6. Indorsement/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 indorsement 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 Assessors 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/creditors 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 Assessors 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

B. Non-Stock Corporation Basic Requirements

1. 2. 3. 4. 5.

Name verification slip Articles of Incorporation and By-laws Affidavit of an incorporator or director undertaking to change corporate name List of members, certified by the Corporate Secretary List of contributors and amount contributed certified by the treasurer

Note: Items 3, 4, and 5 need not be submitted if already stated in the Articles of Incorporation Additional Requirements

6. For Foundations: Notarized Certificate of Bank Deposit of the contribution of not less than
P1,000,000.00; and Statement of willingness to allow the Commission to conduct an audit

7. For religious corporations: Refer to Sections 109-116 of the Corporation Code of the
Philippines, and add an affidavit of affirmation or verification by the chief priest, rabbi, minister or presiding elder

8. For federations: Certified list of member-associations by corporate secretary or president 9. For condominium corporations/associations: Master Deed with primary entry of the Register
of Deeds and certification that there is no other existing similar condominium association within the condominium project

10. For neighborhood associations: Certification from the Housing and Land Use Regulatory
Board (HLURB) that there is no other existing homeowners or similar association in the community where the association is to be established

SEC REGISTRATION REQUIREMENTS (as of 16 August 2011)

y y y

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.

IV.

OTHER APPLICATIONS A. For Corporations

i. Amended Articles of Incorporation (For Stock and Non-Stock Corporations)

1. Amended Articles of Incorporation 2. 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

3. 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)

1. Amended By-laws 2. Directors/Trustees Certificate a notarized document signed by a majority of

the directors/trustees and the corporate secretary, certifying the amendment of the By-laws, 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

1. Certificate of Increase of Capital Stock 2. Treasurers Affidavit certifying the increase of capital stock, the amount 3.
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

4. 5.

6.

Additional Requirements based on kind of payment on subscription, such as

A. Cash 1. A report rendered by an independent CPA on the verification of the cash

payment on subscription to the increase

2. Copy of the official receipt, deposit slip, bank statement/passbook 3. Trial balance as of the end of the month immediately preceding the
submission of the requirements, which includes the additional capital infusion, certified by the company accountant 4. 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), and said additional capital infusion is reflected in the Cash Flow Statement

B.

Conversion of advances/liabilities to equity

1. A report rendered by an independent CPA on the verification of the

advances to be converted to equity 2. Detailed schedule of the liabilities to be offset, as of the date of trial balance, certified by the company accountant 3. Trial balance as of the end of the month immediately preceding the submission of the requirements, which includes the subject advances/liabilities, certified by the company accountant 4. 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), submit a certification from the auditor identifying the creditors and the amount owed to each, in lieu of item 1 C. Stock dividends

1. Long form audit report on the audited financial statements (item 6 of the
basic requirements), which includes an analysis of the retained earnings account for the last five (5) years. 2. List of stockholders entitled to the stock dividend with their respective outstanding shares and the allocation of the stock dividend, certified by the corporate secretary. 3. Certification by the corporate secretary as to the treatment of the resulting fractional shares, if any D. For other forms of property as payment, submit the additional requirements enumerated for registration of stock corporations

iv. Decrease of Authorized Capital Stock

1. Certificate of Decrease of Authorized Capital Stock 2. Audited financial statements as of last fiscal year, stamped received by the SEC
and the BIR

3. If involving return of capital: Long form audit report and list of creditors with the
consent of each creditor, certified by company accountant

4. List of stockholders before and after the decrease, certified by the corporate
secretary

5. Amended Articles of Incorporation 6. Directors Certificate a notarized document signed by a majority of the directors
and the corporate secretary, certifying the amendment of the Articles of Incorporation to decrease the authorized capital stock, the votes of the directors and the stockholders, and the date and place of the stockholders meeting 7. Publishers affidavit of the publication of the decrease of capital (once in a newspaper of general circulation) v. Reclassification/Declassification/Conversion of Shares

1. Directors Certificate a notarized document signed by a majority of the directors

and the corporate secretary, certifying the amendment of the articles of incorporation classifying the shares of stock, the votes of the directors and the stockholders, and the date and place of the stockholders meeting 2. Amended Articles of Incorporation 3. List of stockholders showing the names, nationalities and stockholdings before and after the reclassification/declassification/conversion, certified by the corporate secretary 4. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR vi. Merger/Consolidation

1. Articles of Merger/Consolidation 2. Plan of Merger

3. List of stockholders of the constituent corporations before the 4. 5. 6. 7. 8. 9.

merger/consolidation, and list of stockholders of record of the surviving corporation after the merger/consolidation, certified by the corporate secretary Certification, under oath, by the corporate secretary, 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, if any Where both or all the constituent corporations are solvent: Certification, under oath, by the president, chief finance officer or treasurer, 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

1. If the surviving corporation will not issue shares of stock or create

additional paid-in Capital: Disregard item 5

2. If the merger will be effected via increase of capital stock: Submit also
the requirements for Increase of Authorized Capital Stock

3. For consolidation: Submit also the requirements for the registration of a

stock corporation vii. Increase of Foreign Equity (For Corporations registered under the Foreign Investment Act) Mode of payment:

a. Assignment of Filipino stockholdings to non-Philippine nationals 1. SEC Form No. F-101 or F-102 2. Original copy of the Deed of Assignment
b. Issuance of new stocks from the unsubscribed capital stock 1. SEC Form No. F-101 or F-102 2. Form F-10-1 c. Increase or Decrease of authorized capital stock

1. SEC Form No. F-101 or F-102 2. Requirements for Increase/Decrease of Capital Stock
d. Merger or Consolidation

1. SEC Form No. F-101 or F-102 2. Requirements for merger or consolidation

viii. Dissolution (By Shortening Corporate Term)

1. Directors Certificate a notarized document signed by a majority of the

directors/trustees and the corporate secretary, certifying the amendment of the Articles of Incorporation shortening the corporate term, the votes of the directors/trustees and stockholders/members, 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, if any, and the consent of the creditors, or certification as to nonexistence of creditors BIR tax clearance Publishers 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, if applicable

2. 3. 4. 5. 6. 7.

Note: In cases where there are creditors and the consent of the creditors was not secured, the application should be in the form of a petition to be filed with Office of General Counsel of the SEC

ix. Quasi-Reorganization

1. Letter requesting approval to undergo quasi-reorganization 2. Certification, under oath, by the corporate secretary, on the board resolution approving
the quasi-reorganization

3. Appraisal report of the fixed assets (real properties, permanently installed fixed assets 4. 5. 6. 7.
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, stamped received by the SEC and the BIR Analysis of the revaluation increment Projected financial statements for the next five (5) years

x. Equity Restructuring

1. Letter requesting approval to undergo equity restructuring 2. Certification, under oath, by the corporate secretary, on the board resolution approving
the equity restructuring plan

3. Audited financial statements as of the last fiscal year, stamped received by the SEC and
the BIR

xi. Creation of Additional Paid in Capital

1. Letter requesting approval for the creation of the additional paid in capital 2. Certification, under oath, by the corporate secretary, on the board resolution approving
the creation of the additional paid-in capital

3. Audited financial statements as of the last fiscal year, 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. Cash Dividend Declaration

1. Certification, under oath, by the corporate secretary, on the board resolution declaring the
cash dividends 2. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR 3. 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. Stock Dividend Declaration

1. Certification, under oath, by the corporate secretary, on the declaration of stock dividends 2. 3. 4. 5.
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 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 ) List of stockholders as of the date of meeting approving the declaration, with the respective subscribed capital stock of each stockholder and with the allocation of the stock dividend, certified by the corporate secretary Analysis of Capital Structure, signed by the treasurer, under oath

xiv. Property Dividend Declaration

1. Certification, under oath, by the corporate secretary, on the board resolution declaring the
property dividends

2. List of stockholders and the allocation of the property dividend, certified by the corporate
secretary

3. Audited financial statements as of the last fiscal year, stamped received by the SEC and
the BIR

4. Detailed schedule of the property account appearing in the audited financial statements 5. Certification by the president that the property is no longer needed in the operation of the
company

xv. Certification of Paid-Up Capital/Capital Structure

1. Request for certification 2. Audited financial statements as of the last fiscal year, stamped received by the SEC and
the BIR 3. List of stockholders, showing the names and the subscribed and paid-up capital of each stockholder, 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. Certification of Percentage of Ownership

1. Request for certification 2. List of stockholders, showing the names, nationalities, amount subscribed and paid-up
capital of each stockholder, certified by corporate secretary

3. Audited financial statements as of the last fiscal year, stamped received by the SEC and
the BIR 4. Stock and transfer book of the corporation (to be presented for verification) xvii. Creation of Bonded Indebtedness

1. Certificate of creation of bonded indebtedness 2. Audited financial statements as of the last fiscal year, stamped received by the SEC and
the BIR

3. If item 2 is more than six (6) months old: Unaudited financial statements for the current 4. 5. 6. 7.
year period, certified by the company accountant List of the companys properties, with the book, appraised or bondable values of the properties which will be used to secure the projected bond issues, certified by the company accountant or comptroller Projected financial statements, showing the utilization of the proceeds of the bonds and the redemption of the bond issues, signed by the company accountant or comptroller Trust indenture, signed by the corporation and the trustee Sample form of the mortgaged bond certificate to be issued

xviii. Confirmation of Valuation

1. SEC Form 10-1/letter request confirming the valuation 2. Certification, under oath, by the corporate secretary, on the board resolution approving
the additional issuance of shares of stock

3. Audited financial statements as of the last fiscal year, stamped received by the SEC and
the BIR

4. List of stockholders, with the nationalities, amount subscribed and paid up, and the
subscribers to the new shares, signed by the corporate secretary, under oath Note: For additional requirements: Refer to the additional requirements for Increase of Authorized Capital Stock depending on kind of payment

xix. Voting Trust Agreement Agreement

1. Voting Trust Agreement 2. Certification on the number of shares of trustees, signed by the corporate secretary

B. For Partnerships i. Amended Articles of Partnership (To Change Partnership Name)

1. 2. 3. 4.

Name Verification Slip Amended Articles of Partnership Affidavit of a partner undertaking to change partnership name Endorsement/clearance from other government agencies, if applicable

ii. Amended Articles of Partnership (To Change Partners)

1. Amended Articles of Partnership 2. Deed of Assignment of partnership interest/letter of withdrawal of partner/ or

affidavit of death of partner

iii. For Other Amendments

1. Amended Articles of Partnership

iv. Dissolution of Partnership

1. Articles of Dissolution 2. BIR Tax Clearance

C. For Foreign Corporations i. Deposit or Substitution of Deposited Securities of Branch Office

1. Cover letter requesting acceptance of the securities deposit 2. Photocopy of the confirmation of sale or original copy of the government bonds

3. Letter request for earmarking of treasury bills for SEC deposit, stamped received
by the Bureau of Treasury

4. Audited financial statements as of the last fiscal year, stamped received by the
SEC and the BIR

ii. Amendment of License of Foreign Corporations Basic Requirements

1. Petition for amendment of license 2. Board resolution approving the amendments

Additional requirements a. Amendment of corporate/partnership name a.1. Name Verification Slip a.2. Affidavit of a director/partner undertaking to change name b. Change/appointment of resident agent b.1 Board resolution or letter of appointment b.2 Acceptance by the resident agent iii. Withdrawal of License of Foreign Corporations

company

1. Petition for withdrawal of license 2. Authenticated copy of the board resolution approving the withdrawal 3. Audited financial statements as of the last fiscal year, stamped received by the
SEC and the BIR

4. List of creditors, if any, and consent of each creditor, or certification as to nonexistence of creditors

5. Original license issued by the SEC 6. Publishers affidavit evidencing the publication of the notice of withdrawal ( once
a week for three [3] consecutive weeks )

7. BIR Tax Clearance

iv. Amendment of License of Area or Regional Headquarters and Regional Operating Headquarters Basic Requirements

1. Petition for amendment of license 2. Board Resolution approving the amendments

Additional Requirements a. Amendment of corporate/partnership name a.1 Name Verification Slip a.2 Affidavit of a director/partner undertaking to change company name b. Conversion of Area Headquarters to Regional Operating Headquarters b.1 Bank Certificate or Proof that the headquarters has US$200,000 or more

v. Withdrawal of License of Area or Regional headquarters or Regional Operating Headquarters Basic Requirements

1. 2. 3. 4.

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. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR b. List of creditors, if any, and consent of each creditor, or certification as to the the non-existence of creditors c. Publishers affidavit evidencing the publication of the notice of withdrawal once a week for three (3) consecutive weeks d. BIR Tax Clearance

Businesses Requiring Endorsements From Other Government Agencies *

a. Air Transport

Civil Aeronautics Board

b. Banks, Pawnshops or other Financial Intermediaries Bangko Sentral ng Pilipinas with Quasi-Banking Functions c. Charitable Institutions d. Educational Institutions: (stock & non-stock) Department of Social Welfare and Development

Elementary to High school College, Tertiary Course Technical Vocational Course f. Electric Power Plants g. Hospitals/Health Maintenance Organizations h. Insurance i. Neighborhood Associations j. Professional Associations k. Radio, TV, Telephone l. Recruitment for Overseas Employment m. Security Agency n. Volunteer Fire Brigade o. Water Transport/Shipbuilding/Ship Repair

Department of Education Commission on Higher Education Technical Education Skills and Development Authority Department of Energy Department of Health Insurance Commission Housing and Land Use Regulatory Board Professional Regulation Commission National Telecommunications Commission Philippine Overseas Employment Administration Philippine National Police Bureau of Fire Protection Maritime Industry Authority

*Endorsements, if applicable, shall form part of the registration papers