Terms and Conditions

Welcome to the Securities and Exchange Commission's (SEC) Company Registration

System (CRS) Web Site.

By accessing and using any part of this Web Site, you have agreed to be bound by the
Terms and Conditions herein provided.

A.General Provisions

Disclaimer

The CRS is part of the official website of the SEC. Unauthorized modification of any
information on this site is prohibited and may result in criminal prosecution under
Philippine laws.

The CRS is currently limited to online applications for registration of new domestic
corporations, foreign corporations and recording of partnerships.

It shall be understood that the CRS is being implemented for the convenience of the
transacting public, thus, the applicant assumes all risks associated with the use of this
site, including but not limited to the transfer of information to the SEC and/or its
service provider.

Information downloaded from this website bears the unique QR code and bar code of
the SEC. The Commission shall not be responsible for any damage that may result
from the use of this online service, which may include the unauthorized use of the
aforementioned QR code and/or bar code.

Right of Access

The SEC reserves the right to update or modify the CRS from time to time.

The SEC further reserves the right to disable and/or terminate, without prior notice,
the account of any user who may violate or abuse the use of information and data
downloaded from this website, as well as the right to block access from a particular
internet address to this website, at any time, upon legitimate grounds as may be
determined by the SEC.

Inactivity in an account for a consecutive period of ninety (90) days shall result in the
automatic purging of such account. This is without prejudice to the right to sign up for
a new account.

Making False or Misleading Statements

When you apply for any registration or amendment using the CRS, you are providing
a declaration that the information you have given to the SEC is true and correct.

Providing false and/or misleading statements shall cause the automatic cancellation of
the account and/or the denial of the application. This shall be without prejudice to the
penalties provided under the law.

Amendment of the Terms and Conditions

These Terms and Conditions may be changed by the SEC from time to time. All
changes will be posted on this Web Site and your use hereof after such changes have
been posted shall be deemed as the voluntary giving of your consent to the Terms and
Conditions as amended.

Systems Notice

The CRS Web Site is built to work with Microsoft Internet Explorer version 7 and
above and Mozilla Firefox version 2 and above. If you experience any difficulties in
viewing or interacting within the CRS, please check the version of your browser, and
upgrade, if necessary.

The SEC accepts no liability for any interference with or damage to a user's computer
system, software or data occurring in connection with, or relating to, this Web Site or
its use. Users are encouraged to take appropriate and adequate precautions to ensure
that whatever is selected from this site is free of viruses or other contamination that
may interfere with or damage the user's computer system, software or data.
Governing Law

These Terms and Conditions shall be governed and construed in accordance with laws
of the Republic of the Philippines

B. Provisions on the Procedure

Name Verification and Reservation

1. The proposed company name shall be subject to applicable provisions of the

Corporation Code of the Philippines (Batas Pambansa Blg. 68) and SEC Memorandum
Circular No. 21, series of 2013, or the Omnibus Guidelines on the Use of Corporate
and Partnership Names, and related SEC rules and regulations. (Link:
http://www.sec.gov.ph/wp-content/uploads/2016/06/sec-memo-no.21-s2013.pdf
)

2. The applicant undertakes to change the name of the corporation, as originally

registered or as amended thereafter, immediately upon receipt of notice or directive
from the SEC that the said name is identical or deceptively or confusingly similar to
that of any existing corporation or to any other name already protected by law, or
that such name is patently deceptive, confusing or that the same is contrary to laws,
morals, good customs, public order or public policy (Corporation Code and the
Corporation Code).

3. The proposed company name shall be reserved for four (4) calendar days, within
which the applicant must proceed to fill up the online application forms. Upon the
lapse of four (4) calendar days, the company name reservation shall be purged from
the system and said company name shall be again available for use.

4. The proposed company name shall be subject to further evaluation by the processor,
reviewer and/or Director of the CRMD. Thus, the fact that the name is available for
use on the date the same is verified does not necessarily mean that the reserved
company name has already been approved. The SEC processor may require waivers or
other similar documents.

5. The Name Reservation Fee shall be charged together with the filing fees and shall be
included in the Order of Payment and/or Payment Assessment Form issued to the
applicant.

6. During the transition period, applicants with names previously approved by the
current i-Register system but denied by the CRS may appeal the denial by clicking the
"Appeal" button and uploading a copy of the i-Register pre-approved Name
Verification form.

Online Application Form

1. The applicant must proceed to fill up the online application form within four (4)
calendar days from the day its name was reserved.

2. Complete information on the following fields is required:

a. Principal office address of the corporation/partnership;

b. Names and complete residential addresses of the incorporators, directors/trustees,

stockholders/members, partners, resident agent, as may be applicable;

c. Capital information (for stock corporations); and

d. Other pertinent or relevant information, including, but not limited to, special
registration with Philippine Economic Zone Authority (PEZA), Cagayan Economic
Zone Authority (CEZA), Clark Development Corporation (CDC), Authority of the
Freeport Area of Bataan (AFAB) and the Subic Bay Metropolitan Authority (SBMA),
as applicable.

3. The CRS contains validations to guide the applicant when providing any data or
information for the required fields.

4. Online submission of application forms can be done through the use of either: (a)
pro-forma SEC forms to be filled-up by the applicant, or (b) uploading of applicant's
own application forms, in conformity with SEC rules and regulations.

5. In accordance with the requirements of the Corporation Code, certain documentary

requirements (e.g. Articles and Treasurer's Affidavit) must be signed and duly
notarized (Sec. 14 and 15, Corporation Code). After the payment of fees, the
applicant will receive an email notification requiring him/her to upload copies of the
documentary requirements to the CRS.

6. The SEC reserves the right to disapprove any and all provisions in the incorporation
and/or partnership documents that may not be in conformity with existing laws,
rules and regulations.

7. The applicant is given a period of thirty (30) days to complete his/her application,
which shall be reckoned from the date the he/she starts to fill out the online forms (i.e.
after a company name is successfully reserved). Compliance for deficiencies must be
completed within such 30-day period. Failure of the applicant to complete the
application within the said period shall cause the system to automatically purge the
entire application, including the cancellation of a pre-approved Name Reservation.

8. With respect to computer-generated application forms, as provided in 4(a) above,

any alteration, erasure, modification or revision thereof shall result in the automatic
denial of the application.

9. The CRS will, from time to time, communicate with the applicant through his/her
designated email address. Such communication may contain information about the
status of the application, instructions to upload documents and/or to pay the fees, as
well as the deadlines therefor. The applicant shall regularly check his/her designated
email address to ensure that he is sufficiently informed of the status of his application.

Payment of Filing Fees

1. The filing fees may be paid through any of the following modes, at the option of the
applicant:

a. Online payment facilities listed and available through the CRS;

b. Cash, through accredited branches of the Land Bank of the Philippines or other
accredited banks; or
c. Cash or manager's check, through the SEC cashier.

In the case of payment through modes (a) and (b), the CRS will generate an "Order of
Payment" form that will indicate the amount of filing fees to be paid by the
applicant.

For mode of payment (c), the applicant must present the system generated Order of
Payment to the CRMD for the issuance of a Payment Assessment Form, which shall be
presented to the SEC Cashier upon payment.

2. Upon completing the online forms, the system will send the applicant an email
indicating therein a computation of the filing fees and an instruction to pay the same
within ten (10) days. The applicant must upload proof of payment of the said fees to
the link provided by the CRS within the same period.

3. Failure to pay and upload within the ten (10)-day period will result in the
automatic purging of the application from the system.

4. Fees other than the computed filing fees (e.g. bank surcharges) shall be for the
account of the applicant.

Processing, Review and Approval of the Application

1. Under the CRS, applications are filed electronically, wherein copies of supporting
documents, including those that are required to be notarized, are scanned then
uploaded by the applicant to the said system.

2. After the payment of filing fees, the Commission shall process and review
applications on the basis of the documents uploaded by the applicant to the CRS and,
in the absence of any adverse finding, duly issue the Certificate of Registration (COR).

3. Upon the approval of the application, the CRMD shall issue the Certificate of
Registration, together with the corresponding Unified Registration Records (URRs)
containing the Tax Identification Number (TIN) and Employer Registration Numbers
(ERN) for the Philippine Health Insurance Corporation (PhilHealth), Home
Development Mutual Fund (Pag-IBIG), and Social Service System (SSS) of the
applicant. Subsequent transactions with the abovementioned agencies shall be
separately conducted by the applicant corporation with such agencies.

4. The issued COR shall only be released to the applicant upon the latter's submission
of the original and two (2) hard copies of the duly notarized application and
supporting documents previously uploaded to the CRS, provided that applications for
the post-release review of Extension Offices (EO) shall include the original and three (3)
hard copies thereof.
5. The applicant has the sole responsibility of complying with any and all
post-registration requirements with other government offices, including but not
limited to, the payment and filing of Documentary Stamp Tax (DST) with the Bureau
of Internal Revenue (BIR).

Post-Release Review

1. Notwithstanding the issuance of the COR, the hard copies of documents submitted
by the applicant shall be subjected to a post-release review by the Commission to
confirm that such hard copies are identical to the soft copies previously filed by the
applicant and on the basis of which the application was evaluated and approved.

2. Any variance between the hard and soft copies submitted by the applicant to the
Commission shall result in the revocation of the issued COR.

3. Until a fast and stable internet connection has been established in the EOs, the
Head Office shall be in charge of reviewing CRS-filed applications and issuing the CORs.
However, the post-release review, as discussed above, shall be the undertaken by the
relevant EO.

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2016 Securities and Exchange Commission. All rights reserved