SEC Corporation Registration Application (Philippines)

A SEC Corporation Registration Application in the Philippines sets out the particulars the recipient needs to deal with the request, in a structured and reviewable form.

The Revised Corporation Code (RA 11232, effective February 23, 2019) replaced the Corporation Code of the Philippines (Batas Pambansa Blg. 68, 1980) and introduced several significant reforms: (1) Introduction of the One Person Corporation (OPC) under Sections 116-131 of RA 11232, allowing a single shareholder to form a corporation — previously, the minimum was 5 incorporators under BP 68; (2) Removal of the minimum authorized capital stock requirement for non-pre-incorporation agreements; (3) Perpetual corporate term as the default under Section 11 of RA 11232 (replacing the previous 50-year maximum); (4) The i-Register system for online corporation registration; and (5) The perpetual succession principle under Section 2 of RA 11232.

The SEC's Company Registration and Monitoring Department (CRMD) processes all corporation registration applications. Under SEC Memorandum Circular No. 28-2020, domestic corporations are required to file registration documents through the SEC Company Registration System (CRS) online. Processing time for new corporation registrations is typically 1-2 weeks for standard applications under SEC's service standards, with express processing available for an additional fee.

Foreign corporations seeking to do business in the Philippines must register with the SEC under Section 140 of RA 11232, obtaining a License to Do Business, before they may transact business, maintain offices, or perform any commercial activity in the Philippines.

The legal framework governing the SEC Corporation Registration Application (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 SEC Corporation Registration Application (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.

SEC Corporation Registration is required in the Philippines in the following circumstances.

SEC registration is required before commencing any business activity through a corporate vehicle in the Philippines. Under Section 19 of the Revised Corporation Code (RA 11232), a corporation acquires juridical personality only from the date of issuance of the SEC Certificate of Incorporation. Operating a business while holding yourself out as a corporation without SEC registration constitutes a misrepresentation and may result in personal liability for all transactions.

SEC registration for a One Person Corporation (OPC) is required when an entrepreneur wants to limit their personal liability for business debts while operating as a single owner, using the OPC structure introduced by Sections 116-131 of RA 11232. An OPC provides limited liability while allowing a single individual to be the sole shareholder, director, and president.

SEC registration is required for non-stock, non-profit organizations seeking to legally operate as a corporate entity — foundations, associations, religious organizations, and educational institutions must register as non-stock corporations under Title XII of RA 11232.

SEC registration of foreign corporations is required under Section 140 of RA 11232 before a foreign company may maintain an office, appoint an agent, or transact business in the Philippines. Foreign corporations may register as a branch office, representative office, or regional headquarters/operating headquarters under SEC and Philippine Economic Zone Authority (PEZA) rules.

SEC registration is required when domestic investors wish to raise capital from the public through a stock offering — public companies are subject to SEC registration of securities under the Securities Regulation Code (RA 8799, as amended by RA 11765, the Financial Products and Services Consumer Protection Act of 2022).

Parties in Philippines should prepare a SEC Corporation Registration Application (Philippines) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. 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. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.

A complete SEC Corporation Registration Application in the Philippines requires the following elements under the Revised Corporation Code (RA 11232) and SEC Memorandum Circular No. 28-2020.

Articles of Incorporation: The primary document required for SEC registration under Section 14 of RA 11232, containing: (1) Corporate name — must not be identical or deceptively similar to any existing registered name under SEC rules; (2) Specific purpose or purposes for which the corporation is formed; (3) Principal office address in the Philippines, specifying the city or municipality; (4) Term of existence — perpetual under the RA 11232 default or a fixed term if specified; (5) Names, nationalities, and residences of the incorporators (minimum 2 for regular corporations; 1 for OPC); (6) Number of directors or trustees (minimum 2, maximum 15 for regular corporations); (7) Authorized capital stock, subscription, and paid-up capital details for stock corporations.

By-Laws: Internal governance document prescribing the rules for corporate management under Section 45 of RA 11232. By-Laws must be filed together with or within 30 days after the filing of the Articles of Incorporation, covering: (1) Time and manner of election of directors/trustees; (2) Powers of directors and officers; (3) Manner of acting and quorum requirements for the Board; (4) Provisions for the handling of conflicts of interest; (5) Corporate secretary appointment.

Capitalization Requirements: While RA 11232 removed minimum capital stock requirements for most corporations, specific industries have capitalization requirements set by regulatory agencies: banks (Bangko Sentral ng Pilipinas minimum capital under BSP Circular No. 1111); insurance companies (Insurance Commission); pre-need companies (IC); investment houses (SEC); and foreign-owned corporations subject to the Foreign Investments Act (RA 11647, 2022 amendment to RA 7042).

Foreign Equity Restrictions: Under the Eleventh Foreign Investment Negative List (Executive Order No. 175, 2022) and the Retail Trade Liberalization Act (RA 11595), certain industries have restrictions on foreign equity — 100% foreign ownership is prohibited in mass media (except recording), small-scale mining, certain professional services, and other areas enumerated in the Negative List.

SEC Filing Fees and Name Verification: SEC registration fees are computed based on authorized capital stock under SEC Memorandum Circular No. 22-2003, as amended. A Name Verification Slip must be secured first to confirm the proposed corporate name is available and compliant with the SEC Name Verification Guidelines under SEC Memorandum Circular No. 14-2000.

Additional compliance elements for a SEC Corporation Registration Application (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.