[Corporations and Partnerships]

 

Government Agency

Securities and Exchange Commission (SEC)

Legazpi Extension Office

Contact Person

Atty. Marilou Duka-Castillo, OIC

Contact Address

Cabangan, Legazpi City

Telephone Number

(63)(52) 214-3179

Head Office
Contact Person Lilia R. Bautista, Chairman
Contact Address

SEC Bldg., EDSA, Greenhills Mandaluyong City

Telephone Number

(63)(2) 727-4543/2158

Fax Number

(63)(2) 725-4399

E-mail Address

Lilia.Bautista@sec.gov.ph

Web Page Address

www.sec.gov.ph

 


[
Standard Requirements]
CORPORATIONS


(1) Name Verification Slip, to validate and reserve proposed corporate name

(2) 3 copies each of:

  • Articles of Incorporation

  • Registration Data Sheet

  • Written Undertaking to change corporate name

  • Treasurerís Affidavit

  • Bank Certificate of Deposit notarized before a notary public where the bank signatory is assigned

  • Authority to Verify Bank Account

(3) Undertaking to comply with SEC reportorial requirements

(4) If a subscriber/stockholder is a corporation and the subscription of such corporation is only partially paid, Audited Financial Statements of the same for the last fiscal/calendar year

(5) If paid-up capital consists of cash and properties, 3 copies of a Statement of Assets and Liabilities executed under oath by the Treasurer of the corporation, along with:

for Real Estate

  • Deed of Assignment duly presented to the Register of Deeds for primary entry where the properties are located

  • Written consent of the mortgagee/creditor on the assignment of the property, together with a certification of the outstanding loan balance

  • Certified true copies of the Original or Transfer Certificate of Title (OCT/TCT)

  • Photocopies of tax declaration sheets and official receipts of real estate tax payments for the current year to be checked against original copies thereof

  • Appraisal report to be rendered by an independent real estate appraiser if the transfer value of the property is based on current fair market value.

for Motor Vehicles, Machinery and Equipment

  • Detailed inventory of the properties duly certified by the company accountant

  • Deed of Assignment executed by the owner in favor of the corporation

  • Appraisal report to be rendered by an independent and licensed mechanical engineer if the transfer value of property is based on current fair market value

  • Copies of the corresponding bill of lading, Central Bank release certificates,

  • and customs declaration, if the machineries and equipment are purchased

  • abroad.

  • Central Bank valuation/appraisal report for imported properties

  • Photocopies of the certificate of registration and official receipt of annual registration fee for motor vehicles for the current year to be checked against original copies thereof.

for Shares of Stock

  • Detailed schedule of the shares of stock showing the registered owner, name of issuer, number of shares, certificate number, par value per share, transfer value and market and/or book value, duly certified by the Corporate Secretary

  • Deed of Assignment

  • Photocopies of the certificate of stock duly endorsed in favor of the applicant company, to be verified against original copies thereof

  • Audited financial statement as of the last fiscal/calendar year of the of the investor companies

for Inventories and Furniture

  • Detailed physical inventory of the properties showing the quantity, description, unit price, as well as the total value of each item duly-certified by the Treasurer

  • Deed of Assignment
  • Special audit report by an independent certified public accountant on the verification made on the properties

 

PARTNERSHIPS 

(1) Name Verification Slip

 

(2) 3 copies each of:

  • Articles of Partnership

  • Registration Data Sheet

  • Written Undertaking to change name

(3) For limited partnerships, the word “Limited” should be added to the name. The Articles of Partnership should always be under oath only (JURAT) and not acknowledged by the partners before a notary public.  

 

 

[Additional Requirements]

for Corporations and Partnerships with up to 40% Foreign Equity

 

In addition to the standard requirements:

  • Proof of Inward Remittance by non-resident aliens, non-resident Filipinos and foreign corporations

  • Affidavit of Assumption of unpaid subscriptions of non-resident aliens and non-resident Filipinos by any of the resident Filipino subscribers, if subscriptions are not fully-paid. The affidavit must be accompanied by the guarantor's audited financial statements for the last fiscal year or a certified true copy of the Original/Transfer Certificate of Title (OCT/TCT) and tax declaration sheet covering real estate property registered in the name of the guarantor

  • Immigrant Certificate of Residence (ICR) of resident alien; incorporators/subscribers, Special Investors Residents' Visa (SIRV), Philippine Retirement Authority (PRA) membership or any visa valid for at least one year

  • If the document is signed outside the Philippines, the same must be duly authenticated by the Philippine Consular Office in the place where it is executed.

for Corporations and Partnerships with more than 40% Foreign Equity


In addition to the requirements for firms with up to 40% foreign equity:

  • Form F-100 - for new corporations with more than 40% equity

  • Form F-101 - for registered corporations increasing their foreign equity to more than 40%

  • Form F-102 - for registered corporations with more than 40% foreign equity increasing further the percentage of such equity

  • Form F-103 - for branch offices of a foreign corporation

  • Form F-104 – for representative offices of a foreign corporation

  • Form F-105 – for new partnerships with more than 40% foreign equity.

  • Form F-106 – registered partnerships increasing foreign capital to more than 40%

  • Form F-107 – registered partnerships with more than 40% foreign equity increasing further the percentage of foreign equity  

for Foreign Corporations, under the Foreign Investment Act of 1991

  • Application Form

  • Name Verification Slip

  • Certified copy of the Board Resolution authorizing the establishment of an office in the Philippines; designating the resident agent to whom summons and other legal processes may be served in behalf of the foreign corporation; and stipulating that in the absence of such agent or upon cessation of its business in the Philippines, the SEC shall receive any summons or legal  processes as if the same is made upon the corporation at its home office

  • Financial statements for the immediately preceding year, such certified by an independent certified public accountant of the home country and authenticated before the Philippine Consulate/Embassy 

  • Certified copies of the Articles of Incorporation/Partnership with an English translation thereof, if in a foreign language  

  • Proof of inward remittance such as a bank certificate of inward remittance or credit advices 

for Regional and Area Headquarters of Foreign Corporations

  • Application Form

  • A certification from the Philippine Foreign Trade Senior Officer or in his absence, the Philippine Consul in the foreign firm’s country that said firm is an entity engaged in international trade with affiliates, subsidiaries or branch offices in the Asia-Pacific Region

  • A certification from the principal officer of the foreign firm to the effect that the said firm has been authorized by its board of directors or governing body to establish its regional headquarters in the Philippines

Special Requirements for Certain Types of Enterprises

  • Management Consultancy - Personal Information Sheet (PIS) of the directors or partners duly signed and under oath

  • Practice of a profession such as accounting, law, engineering, real estate brokerage, customs brokerage, medicine, etc. – Certificate, License, PTR; for corporations engaging in customs brokerage, at least 2 directors must be licensed customs brokers

  • Clearances from other government agencies for the following types of enterprises:

Type of Enterprise

Government Agency

Web Site

Air Transport Firms

Civil Aeronautics Board

www.dotcmain.gov.ph

Banking, Finance Companies, Pawnshops,Lending Institutions, Financial Intermediaries

Central Bank/Bangko Sentral ng Pilipinas

 www.bsp.gov.ph

Professional Boxing

Games and Amusement Board

 

Cockfighting  

Philippine Gamefowl Commission

 

Educational Institutions    

Department of Education

 

Technical Education and Skills Development Authority

www.deped.gov.ph  

 

www.tesda.gov.ph

Electrical Power Plants and Distribution Of Cylinder Gas      

Department of Energy

www.doe.gov.ph

Hospitals   

Bureau of Licensing and Regulation,  Department of Health

www.doh.gov.ph

Insurance Companies

Philippine Insurance Commission

 

Land Transport Firms

Land Transportation Franchising and Regulatory Board

 

Operation of Radio, Television and Telephone  

National Telecommunications Commission

 

Recruiting Firms for Overseas Job Placements  

Philippine Overseas Employment Administration

 

Water Transport Firms and Construction/Building of Vessels

Maritime Industry Authority

 

Security Agencies  

Philippine National Police and Mayor of the place where the principal office is located

 

Travel Agencies

Mayor of the place where the principal office is located