Good Standing Certificate Request (Philippines)

A Good Standing Certificate Request in the Philippines captures the information the relevant authority needs for the matter it concerns and creates a dated written record of what was submitted.

The SEC Certificate of Good Standing certifies three core facts about a Philippine corporation: (1) that the corporation is duly registered with the SEC and holds a valid Certificate of Incorporation; (2) that the corporation has filed its required Annual General Information Sheet (GIS) and Audited Financial Statements (AFS) under Sections 177-178 of the Revised Corporation Code; and (3) that the SEC has no record of any order of revocation, suspension, or adverse regulatory action against the corporation at the time of issuance.

The SEC Certificate of Good Standing is distinct from the Certificate of Incorporation (which certifies the fact of incorporation at a specific historical date) and from the Certificate of Filing (which certifies that a specific document has been filed with the SEC). The Good Standing Certificate is a current-state document — it speaks to the corporation's compliance status at the time of issuance, not at the time of incorporation.

The SEC's Company Registration and Monitoring Department (CRMD) processes requests for Certificates of Good Standing at its main office in Pasay City, Metro Manila, and at its extension offices in Cebu, Davao, Iloilo, Baguio, Cagayan de Oro, and other regional centers. Processing time is typically 3 to 5 working days for regular applications. Expedited processing is available for an additional fee under the SEC's schedule of fees published in SEC Memorandum Circular No. 15-2023.

For foreign counterparties and international transactions, the SEC Certificate of Good Standing may need to be apostilled by the Philippine Department of Foreign Affairs under the Apostille Convention (effective in the Philippines since May 14, 2019, per DFA Memorandum Circular No. 08-2019) or consularized at the relevant foreign embassy in the Philippines.

The legal framework governing the Good Standing Certificate Request (Philippines) in Philippines draws on several key statutes and regulatory bodies. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Parties executing a Good Standing Certificate Request (Philippines) in Philippines should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Revised Corporation Code (RA 11232, 2019) sets the foundational requirements.

A Good Standing Certificate Request for a Philippine corporation is needed whenever a government agency, bank, foreign counterparty, or business partner requires official proof that the corporation is duly registered and compliant with SEC reportorial obligations.

A Good Standing Certificate Request is needed when a Philippine corporation opens a new corporate bank account at a Bangko Sentral ng Pilipinas (BSP)-regulated commercial bank, which requires the certificate as part of its Know Your Customer (KYC) compliance under BSP Circular No. 706-2011 and the Anti-Money Laundering Act (RA 9160).

A Good Standing Certificate Request is needed when a corporation renews its Mayor's Permit and Business Permit at the Local Government Unit (LGU), as many LGUs in Metro Manila and other cities require the SEC Certificate of Good Standing as a supporting document under their local business permit ordinances.

A Good Standing Certificate Request is needed when a Philippine corporation participates in government procurement under Republic Act No. 9184 (Government Procurement Reform Act), as the Bids and Awards Committee (BAC) requires the certificate as part of the eligibility documents under Section 23.1(a) of the Implementing Rules and Regulations of RA 9184.

A Good Standing Certificate Request is needed when a Philippine corporation enters into a significant commercial contract with a foreign company or foreign government that requires the Philippine party to demonstrate its legal existence and regulatory compliance under Philippine law.

A Good Standing Certificate Request is needed when a corporation applies for accreditation with a major corporate client or government agency — such as accreditation with the Philippine Economic Zone Authority (PEZA), the Board of Investments (BOI), or large private-sector procurement departments — all of which typically require a current Certificate of Good Standing as part of their vendor or contractor accreditation requirements.

An effective Good Standing Certificate Request letter to the SEC of the Philippines must contain the following essential elements to confirm prompt processing.

Addressee: The letter should be addressed to the Director of the Company Registration and Monitoring Department (CRMD) of the Securities and Exchange Commission, SEC Building, EDSA, Mandaluyong City (for the main office) or to the relevant SEC extension office for corporations registered outside Metro Manila.

Corporation Identification: The full legal name of the corporation exactly as it appears on the SEC Certificate of Incorporation, the SEC Registration Number (e.g., CS201912345 for stock corporations, or CN201912345 for non-stock corporations), the date of incorporation, and the registered principal office address. The SEC will use the registration number to pull up the corporation's records and verify compliance.

Purpose of the Certificate: A specific statement of the purpose for which the Certificate of Good Standing is needed — for bank account opening, government bidding, international transaction, business permit renewal, or other purpose. Some SEC extension offices require a stated purpose to determine the appropriate certificate type and to assess whether additional supporting documents are needed.

Number of Copies: The specific number of original certificates needed. Original SEC Certificates of Good Standing are issued in a specified number of copies per application, and additional copies require a separate fee per copy under the SEC's schedule of fees.

Authorized Signatory: The letter must be signed by the corporate President, Corporate Secretary, or a duly authorized representative of the corporation. If signed by a representative other than the President or Corporate Secretary, attach a Secretary's Certificate or Board Resolution authorizing the representative to file the request.

Supporting Documents: The request must be accompanied by proof of payment of the SEC certificate fee (currently in the range of PHP 300 to PHP 500 per certificate depending on the type, under SEC Memorandum Circular No. 15-2023), a photocopy of the latest filed Annual General Information Sheet, and a government-issued ID of the requesting officer.

Additional compliance elements for a Good Standing Certificate Request (Philippines) used in Philippines include: Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation.