SEC REQUIREMENTS

http://www.sec.gov.ph/

http://www.sec.gov.ph/index.htm?reg.req

SEC REGISTRATION REQUIREMENTS

 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.

I.  REGISTRATION OF CORPORATIONS

A. Stock Corporation

Basic Requirements
1. Name Verification Slip  (secure online or from SEC Name Verification Unit )
2. Articles of Incorporation and By-laws
3. Treasurer�s Affidavit
4. 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 Assessor�s 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/creditor�s 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 Assessor�s 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

B. Non-Stock Corporation

Basic Requirements
1. Name verification slip
2. Articles of Incorporation and By-laws
3. Affidavit of an incorporator or director undertaking to change corporate name
4. List of members, certified by the Corporate Secretary
5. 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