Business Compliance Guide

Stock Corporation

Securities and Exchange Commission:

1. Business Name Reservation:
http://iregister.sec.gov.ph/MainServlet

Notice of Non-acceptance of payments for corporate and partnership name

reservations through UNIONBANK
Please be advised that effective June 8, 2015, payments for corporate and
partnership name reservations through the UNIONBANK shall NOT be accepted.
Payments for name reservations may only be made through the SEC Offices and
Land Bank of the Philippines branches.

Also, fill-out forms for the Articles of Incorporation and By-Laws and Articles of
Partnership in the i-Register of "online transaction" is already discontinued.

However, you may download forms at the SEC Website, http://www.sec.gov.ph

under the "Downloadble Forms".

Notice on Confirmation of Company Name Reservation

Please be advised that Company Names reserved online must be confirmed at
Name Reservation Unit, 2nd floor SEC Building, EDSA-Greenhills, Mandaluyong
City or at any of the SEC Satellite Offices within four (4) calendar days from date
of online reservation. Non Confirmation of reservation within specified period
will forfeit the online reservation.

Confirmation is required because the Corporation Code of the Philippines,

Sec 18. provides that "No corporate name may be allowed by the Securities
and Exchange Commission if the proposed name is identical or deceptively or
confusingly similar to that of any existing corporation or to any other name
already protected by law or is patently deceptive, confusing or contrary to
existing laws."Compliance therewith compels us to personally determine if
reserved names are not deceptively or confusingly similar or patently
deceptive or confusing to registered entities.
After confirmation, applicant must secure a Reservation Payment Confirmation.
A mere Reservation Notice is not sufficient for the acceptance of any application
for registration, or charge of name of a corporation or partnership.
Once the Reservation Payment Confirmation has been issued, the reservation fee
must be paid at the Cashier, SEC Main Office or at any of designated Landbank
branches.
For the guidance of all concerned.
even the computer novice, to use this web-based company registration system
from the convenience of their desktop.

With SEC-iRegister, clients can do the following online:

Barrantes, Hannah R.
hannahbarrantes@gmail.com
 a. Verifying the availability of the desired name for corporation or partnership
b. Reserving the verified name
c. Accomplishing and printing the registration online without the need to buy the
SEC forms

2. Accomplishment of Forms (GIS, Cover Sheet, Affidavits, By Laws, Articles

of Incorporation)

Forms shall now be bought in the SEC office (complete Set) for PHP
510.00*** *Please see Schedule of Fees
* Note that SEC forms should be filled up using a typewriter.

3. Payment of Fees

Schedule of Fees:
http://www.sec.gov.ph/online-services/registration-calculator-2/

1. Articles and By Laws: PHP 510

2. Filing fee is 1/5 of 1% of the authorized capital stock or the subscription price of
the subscribed capital stock whichever is higher but not less than P1,000.00

3. LRF - Legal Research Fee equivalent to 1% of filing fee but not less than P10.00

4. Stock & Transfer Book (including Registration): PHP 470

EXAMPLE: Capital Stock of PHP 50,000.00 Registration Fee is PHP 1,520.00 plus
PHP 470.00 for S&T Book.

4. Certificate of Incorporation

Intellectual Property Office:

Trademark for Business name and brand

1. In applying for a trademark with the IPO, the following documents must be
submitted:
1. Application form
2. Trademark specimen (attached to the application from)
3. Special Power of Attorney (if the application is being processed by a
trademark agent or representative)
2. Goods and services are classified into different classes which are guided by the
Nice Classification (pursuant to an international treaty). It is best to consult with
your intellectual property lawyer regarding this matter and other details that
have to be spelled out in the application form.
3. The government fee for a trademark application in one (1) class for small
entities (assets less than 100 million pesos) is One Thousand Eighty Pesos

Barrantes, Hannah R.
hannahbarrantes@gmail.com
 (P1,080.00). If there are many classes, you just multiply the amount to the
number of classes. If the trademark has color, then an additional Two Hundred
Fifty Pesos (P250.00) must be paid for each class. It must also be remembered
that an additional one percent (1%) is assessed as legal research fund for the
government fees paid to the IPO.
4. After the application has been filed, the IPO will conduct a trademark search to
determine if there are similar marks. Thereafter, it will be assigned to a
Trademark Examiner who will check the application and signify his objections or
comments in the form of Registrability Reports. One should not disregard these
reports because failure to respond to these reports within two (2) months from
its mailing date will result in the abandonment of the application.
5. If the Trademark Examiner does not have any objections to the application or if
the objections were properly traversed, a Notice of Allowance will be issued by
the IPO. The government fee for publication and issuance is Two Thousand One
Hundred Twenty-One Pesos (P2,121.00) for small entities. Again, the Notice of
Allowance should not be ignored because if the fees are not paid within two (2)
months from mailing date, then the application is also considered as abandoned.
6. After the fees have been paid, the application shall be published in the e-gazette
of the IPO. Third parties may within thirty (30) days of the publication, oppose
the application. If the application is opposed, then the proceedings become
adversarial because it will now be prosecuted before the Bureau of Legal Affairs
of the IPO. The process in such case is similar to that in courts. The process is
summary in nature and testimonies are done by way of affidavits.
7. If there is no opposition to the application during the publication, then the
application will be deemed registered and the corresponding Certificate of
Registration issued in approximately 3 to 5 months.

(Nicolas De Vega Law)

Patent for applications or inventions (except computer programs

Codes etc)

Business Permit (varies per city/municipality)

FEE: depends per Municipality, but Mayors Permit costs PHP
1,000.00. Approximately, with the other requirements, it is around
2000-4000.

1. Barangay Clearance
2. DTI Business Name Certificate (Single Proprietor)
3. Certificate of SEC Registration / Articles of Incorporation (for Corporation) /
Articles of Partnership (for Partnership)

Barrantes, Hannah R.
hannahbarrantes@gmail.com
 4. Public Liability Insurance (for Restaurants, Cinemas, Malls, etc.)
5. Authorization Letter of owner with ID
6. Lease Contract / Tax Declaration
7. SSS (Certification / Clearance)***not required until BP officer says so
8. CTC (Community Tax Certificate-CEDULA)

PROCESS:

1. Application and submission of requirements

The accomplished business transaction form together with the requirements shall be
submitted to the Bureau of Permits (BP). The BP personnel shall encode the business
transaction form details and the requirements for processing and computation of
business permit fee. The BP personnel shall issue a computer generated Business
Identification Number (BIN) slip to the applicant.

2. Assessment of business tax and regulatory fees

The applicant shall proceed to the License Division of the City Treasurers Office for
computation and assessment of Business Tax and Regulatory Fees. The applicant shall
present the issued Business Identification Number to a licensing officer on duty. The
latter shall then compute and generate the License and Regulatory Fees Form which
shall be given to the applicant.

3. Payment of license and regulatory fees

The applicant shall proceed to the cashier and shall present the issued License and
Regulatory Fees (LRF) Form. The cashier shall receive and record the payment of the
applicant and shall validate the LRF Form which will serve as the Official Receipt.

4. Release of Business Permit

The applicant shall go back to the Bureau of Permits office. After verifying the Official
Receipt, a personnel will generate the Business Permit and it will be released to the
applicant upon signing of the BP Director

Barrantes, Hannah R.
hannahbarrantes@gmail.com
Bureau of Internal Revenue:
1. TIN Registration (PHP 500.00)
CORPORATIONS/PARTNERSHIPS (Including Government-Owned and -
Controlled Corporations) (Taxable /Non-Taxable)

Tax Form
BIR Form 1903 - Application for Registration for Corporations/ Partnerships
(Taxable/Non-Taxable)

Documentary Requirements
For Corporations/Partnerships
Copy of SEC Registration and Articles of Incorporation/Articles of Partnerships,
as the case may be;
Copy of Mayors Business Permit or duly received Application for Mayors
Business Permit, if the former is still in process with the LGU

Other documents for submission only if applicable:

a) Contract of Lease;
b) Certificate of Authority if Barangay Micro Business Enterprises (BMBE)
registered entity;
c) Franchise Agreement;
d) License to Do Business in the Philippines, in case of resident foreign
corporation;
e) Proof of Registration/Permit to Operate with BOI, SBMA, BCDA, PEZA.

2. Permit to Print (Receipts) - free

Documentary Requirements for new application of Authority to Print

BIR form 1906 together with the following:

- Job order

- Final & clear sample of Principal & Supplemenatary Receipts/Invoices

Barrantes, Hannah R.
hannahbarrantes@gmail.com