Many business people or entrepreneurs are not deterred by the current economic malaise that is affecting many countries. Many are still starting businesses and creating new corporations. So, for the brave few, here’s a guide on registering a corporation with the Securities and Exchange Commission (SEC).
1. Verify and reserve the proposed corporate name. You could do this the hard way, at the SEC Verification Unit, located at the SEC Building, EDSA, Greenhills, Mandaluyong City (right across the Philippine Overseas Employment Administration [POEA] and the EDSA Shrine). Verification and reservation used to be more convenient — through the SEC-iRegister, a 24-7 portal. This system is currently not available.
2. Prepare the Articles of Incorporation and By-laws. Blank forms are also available from the Company Registration and Monitoring Department (CRMD). The drafting of the Articles of Incorporation and the By-laws, as well as the other requirements, could also be done by your lawyer.
3. Deposit the minimum paid-up capital in the bank. Banks usually require a resolution by the incorporators authorizing the Treasurer to open a bank account and transact with the bank. Get the bank certificate of deposit, as this is one of the documents that you have to submit to the SEC.
4. Prepare the: (i) Treasurer’s Affidavit/Authority to Verify Bank Account; (ii) Written Undertaking to Change Corporate Name by any Incorporator or Director, Trustee, Partner; and (iii) Registration Data Sheet.
5. File the complete documents with the CRMD, upon payment of the requisite filing fees.
Please note that for certain corporations, an endorsement from other government agencies is required, depending on the purposes of the corporation. For instance, a proposed bank, pawnshop or other financial intermediaries with quasi-banking functions must secure an endorsement from the Bangko Sentral ng Pilipinas (BSP). Certain businesses must also secure endorsements from other agencies, like the Department of Social Welfare and Development (DSWD), Department of Education (DEpED), Technical Education Skills and Development Authority (TESDA), Department of Energy (DOE), Department of Health (DOH), Insurance Commission, National Telecommunication Commission (NTC), Philippine Overseas Employment Administration (POEA), Philippine National Police (PNP), Maritime Industry Authority (MARINA), or the Department of National Defense (DND).
Please also note that there are differences in the registration requirements between Stock Corporations and Non-Stock Corporations. The requirements are also different when it comes to Partnerships, which are still under the jurisdiction of the SEC.