EC REGISTRATION REQUIREMENTS

(as of 1 June 2010)

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.

REGISTRATION OF CORPORATIONS

Stock Corporation

Non-Stock Corporation

LICENSING OF FOREIGN CORPORATIONS

Branch and Representative Office

Regional or Area Headquarters and Regional Operating Headquarters

REGISTRATION / RECORDING OF PARTNERSHIPS

OTHER APPLICATIONS

For Corporations

i. Amended Articles of Incorporation (For Stock and Non-Stock Corporations)

Amended Articles of Incorporation

Directors’/Trustees’ Certificate – a notarized document signed by a majority of the

directors/trustees and the corporate secretary, certifying the amendment of the
Articles of Incorporation, indicating the amended provisions, the vote of the
directors/trustees and stockholders/members, the date and place of the
stockholders’ or members’ meeting; the TIN of the signatories should be indicated
below their names.
Additional Requirements

Endorsement/clearance from other government agencies, if applicable. If the

provision to be amended is the corporate name, submit the following;

a. Name Verification Slip

b. Affidavit of a director/trustee or officer undertaking to change corporate name

ii. Amended By-Laws (For Stock and Non-Stock Corporations)

Amended By-laws

Directors’/Trustees’ Certificate – a notarized document signed by a majority of the

directors/trustees and the corporate secretary, certifying the amendment of the By-
laws, indicating the amended provisions, the vote of the directors/trustees and
stockholders/ members, the date and place of the stockholders’ or members’
meeting

iii. Increase of Authorized Capital Stock

Basic Requirements

Certificate of Increase of Capital Stock

Treasurer’s Affidavit certifying the increase of capital stock, the amount subscribed
and the amount received as payment

List of stockholders as of the date of the meeting approving the increase, indicating
the nationalities of the subscribers and their respective subscribed and paid-up
capital on the present authorized capital stock, certified by the corporate secretary

Amended Articles of Incorporation

Directors’ Certificate – a notarized document signed by a majority of the directors

and the corporate secretary, certifying the amendment of the Articles of
Incorporation increasing the authorized capital stock, the votes of the directors and
the stockholders, and the date and place of the stockholders’ meeting

Audited financial statements as of the last fiscal year, stamped received by the SEC
and the BIR

Additional Requirements based on kind of payment on subscription, such as

Cash

A report rendered by an independent CPA on the verification of the cash payment

on subscription to the increase
Copy of the official receipt, deposit slip, bank statement/passbook

Trial balance as of the end of the month immediately preceding the submission of
the requirements, which includes the additional capital infusion, certified by the
company accountant

Written waiver of pre-emptive rights by non-subscribing stockholders

Note: Disregard item 1 if payment on subscription is already reflected in the

audited financial statements (item 6 of the basic requirements), and said additional
capital infusion is reflected in the Cash Flow Statement

B. Conversion of advances/liabilities to equity

A report rendered by an independent CPA on the verification of the advances to be

converted to equity

Detailed schedule of the liabilities to be offset, as of the date of trial balance,

certified by the company accountant

Trial balance as of the end of the month immediately preceding the submission of
the requirements, which includes the subject advances/liabilities, certified by the
company accountant

Deed of Assignment signed by the creditor/subscriber assigning the advances as

payment on his subscription

Note: If subject advances are reflected in the audited financial statements (item 6
of the basic requirements), submit a certification from the auditor identifying the
creditors and the amount owed to each, in lieu of item 1

C. Stock dividends

Long form audit report on the audited financial statements (item 6 of the basic
requirements), which includes an analysis of the retained earnings account for the
last five (5) years.

List of stockholders entitled to the stock dividend with their respective outstanding
shares and the allocation of the stock dividend, certified by the corporate secretary.

Certification by the corporate secretary as to the treatment of the resulting

fractional shares, if any

D. For other forms of property as payment, submit the additional requirements

enumerated for registration of stock corporations

iv. Decrease of Authorized Capital Stock

Certificate of Decrease of Authorized Capital Stock

Audited financial statements as of last fiscal year, stamped received by the SEC and
the BIR

If involving return of capital: Long form audit report and list of creditors with the
consent of each creditor, certified by company accountant

List of stockholders before and after the decrease, certified by the corporate
secretary

Amended Articles of Incorporation

Directors’ Certificate – a notarized document signed by a majority of the directors

and the corporate secretary, certifying the amendment of the Articles of
Incorporation to decrease the authorized capital stock, the votes of the directors
and the stockholders, and the date and place of the stockholders’ meeting

Publisher’s affidavit of the publication of the decrease of capital (once in a

newspaper of general circulation)

v. Reclassification/Declassification/Conversion of Shares

Directors’ Certificate – a notarized document signed by a majority of the directors

and the corporate secretary, certifying the amendment of the articles of
incorporation classifying the shares of stock, the votes of the directors and the
stockholders, and the date and place of the stockholders’ meeting

Amended Articles of Incorporation

List of stockholders showing the names, nationalities and stockholdings before and
after the reclassification/declassification/conversion, certified by the corporate
secretary

Audited financial statements as of the last fiscal year, stamped received by the SEC
and the BIR

vi. Merger/Consolidation

Articles of Merger/Consolidation

Plan of Merger

List of stockholders of the constituent corporations before the merger/consolidation,

and list of stockholders of record of the surviving corporation after the
merger/consolidation, certified by the corporate secretary
Certification, under oath, by the corporate secretary, on the meetings of the
directors and stockholders of the constituent corporations approving the
merger/consolidation

Audited financial statements of the constituent corporations as of a date not earlier

than 120 days prior to the date of filing of the application in accordance with PFRS 3
( Accounting Standard on Business Combination)

For absorbed corporations: Long-form audit report of item 5

List of creditors, if any

Where both or all the constituent corporations are solvent: Certification, under
oath, by the president, chief finance officer or treasurer, that creditors have been
properly notified of the proposed merger/consolidation

Where at least one of the constituent corporations is insolvent: Affidavit of

publication in a newspaper of general circulation of the proposed
merger/consolidation

Note

If the surviving corporation will not issue shares of stock or create additional paid-in
Capital: Disregard item 5

If the merger will be effected via increase of capital stock: Submit also the
requirements for Increase of Authorized Capital Stock

For consolidation: Submit also the requirements for the registration of a stock
corporation

vii. Increase of Foreign Equity (For Corporations registered under the Foreign
Investment Act)

Mode of payment:

Assignment of Filipino stockholdings to non-Philippine nationals

SEC Form No. F-101 or F-102

Original copy of the Deed of Assignment

b. Issuance of new stocks from the unsubscribed capital stock

SEC Form No. F-101 or F-102

Form F-10-1

c. Increase or Decrease of authorized capital stock

SEC Form No. F-101 or F-102

Requirements for Increase/Decrease of Capital Stock

d. Merger or Consolidation

SEC Form No. F-101 or F-102

Requirements for merger or consolidation

viii. Dissolution (By Shortening Corporate Term)

Directors’ Certificate – a notarized document signed by a majority of the

directors/trustees and the corporate secretary, certifying the amendment of the
Articles of Incorporation shortening the corporate term, the votes of the
directors/trustees and stockholders/members, and the date and place of the
stockholders’/members’ meeting

Amended Articles of Incorporation

Audited financial statements as of date of the stockholders’ meeting approving the

dissolution or any date thereafter but not earlier than 60 days prior to the date of
filing of the application

List of creditors, if any, and the consent of the creditors, or certification as to non-
existence of creditors

BIR tax clearance

Publisher’s affidavit of the publication of the notice of dissolution of the corporation

(once a week for three [3] consecutive weeks)

Endorsement/clearance from other government agencies, if applicable

Note: In cases where there are creditors and the consent of the creditors was not
secured, the application should be in the form of a petition to be filed with Office of
General Counsel of the SEC

ix. Quasi-Reorganization

Letter requesting approval to undergo quasi-reorganization

Certification, under oath, by the corporate secretary, on the board resolution

approving the quasi-reorganization
Appraisal report of the fixed assets (real properties, permanently installed fixed
assets and machineries and equipment directly needed and actually used in the
business)

Schedules showing the details of the appraised properties

Latest audited financial statements of the corporation, stamped received by the

SEC and the BIR

Analysis of the revaluation increment

Projected financial statements for the next five (5) years

x. Equity Restructuring

Letter requesting approval to undergo equity restructuring

Certification, under oath, by the corporate secretary, on the board resolution

approving the equity restructuring plan

Audited financial statements as of the last fiscal year, stamped received by the SEC
and the BIR

xi. Creation of Additional Paid in Capital

Letter requesting approval for the creation of the additional paid in capital

Certification, under oath, by the corporate secretary, on the board resolution

approving the creation of the additional paid-in capital

Audited financial statements as of the last fiscal year, stamped received by the SEC
and the BIR

Note: For additional requirements: Refer to the additional requirements for Increase
of the Authorized Capital Stock depending on the kind of payment on subscription

xii. Cash Dividend Declaration

Certification, under oath, by the corporate secretary, on the board resolution

declaring the cash dividends

Audited financial statements as of the last fiscal year, stamped received by the SEC
and the BIR
Audited financial statements used as the basis for such declaration stamped
received by the SEC and the BIR (to be submitted also if the basis is other than
item 2 )

xiii. Stock Dividend Declaration

Certification, under oath, by the corporate secretary, on the declaration of stock

dividends by majority of the directors and the stockholders representing at least
2/3 of the outstanding capital stock

Audited financial statements as of the last fiscal year, stamped received by the SEC
and the BIR

Audited financial statements used as the basis for such declaration, stamped
received by the SEC and the BIR ( to be submitted also if the basis is other than
item 2 )

List of stockholders as of the date of meeting approving the declaration, with the
respective subscribed capital stock of each stockholder and with the allocation of
the stock dividend, certified by the corporate secretary

Analysis of Capital Structure, signed by the treasurer, under oath

xiv. Property Dividend Declaration

Certification, under oath, by the corporate secretary, on the board resolution

declaring the property dividends

List of stockholders and the allocation of the property dividend, certified by the
corporate secretary

Audited financial statements as of the last fiscal year, stamped received by the SEC
and the BIR

Detailed schedule of the property account appearing in the audited financial

statements

Certification by the president that the property is no longer needed in the operation
of the company

xv. Certification of Paid-Up Capital/Capital Structure

Request for certification

Audited financial statements as of the last fiscal year, stamped received by the SEC
and the BIR

List of stockholders, showing the names and the subscribed and paid-up capital of
each stockholder, certified by the corporate secretary

Note: For additional requirements in case the payment to subscription came in

after the balance sheet date: Refer to the additional requirements for Increase of
Authorized Capital Stock depending on the kind of payment on subscription

xvi. Certification of Percentage of Ownership

Request for certification

List of stockholders, showing the names, nationalities, amount subscribed and paid-
up capital of each stockholder, certified by corporate secretary

Audited financial statements as of the last fiscal year, stamped received by the SEC
and the BIR

Stock and transfer book of the corporation (to be presented for verification)

xvii. Creation of Bonded Indebtedness

Certificate of creation of bonded indebtedness

Audited financial statements as of the last fiscal year, stamped received by the SEC
and the BIR

If item 2 is more than six (6) months old: Unaudited financial statements for the
current year period, certified by the company accountant

List of the company’s properties, with the book, appraised or bondable values of the
properties which will be used to secure the projected bond issues, certified by the
company accountant or comptroller

Projected financial statements, showing the utilization of the proceeds of the bonds
and the redemption of the bond issues, signed by the company accountant or
comptroller

Trust indenture, signed by the corporation and the trustee

Sample form of the mortgaged bond certificate to be issued

xviii. Confirmation of Valuation

SEC Form 10-1/letter request confirming the valuation

Certification, under oath, by the corporate secretary, on the board resolution

approving the additional issuance of shares of stock

Audited financial statements as of the last fiscal year, stamped received by the
SEC and the BIR

List of stockholders, with the nationalities, amount subscribed and paid up, and the
subscribers to the new shares, signed by the corporate secretary, under oath

Note: For additional requirements: Refer to the additional requirements for Increase
of Authorized Capital Stock depending on kind of payment

xix. Voting Trust Agreement Agreement

Voting Trust Agreement

Certification on the number of shares of trustees, signed by the corporate secretary

For Partnerships

i. Amended Articles of Partnership (To Change Partnership Name)

Name Verification Slip

Amended Articles of Partnership

Affidavit of a partner undertaking to change partnership name

Endorsement/clearance from other government agencies, if applicable

ii. Amended Articles of Partnership (To Change Partners)

Amended Articles of Partnership

Deed of Assignment of partnership interest/letter of withdrawal of partner/ or

affidavit of death of partner

iii. For Other Amendments

Amended Articles of Partnership

iv. Dissolution of Partnership

Articles of Dissolution

BIR Tax Clearance

For Foreign Corporations

i. Deposit or Substitution of Deposited Securities of Branch Office

Cover letter requesting acceptance of the securities deposit

Photocopy of the confirmation of sale or original copy of the government bonds

Letter request for earmarking of treasury bills for SEC deposit, stamped received by
the Bureau of Treasury

Audited financial statements as of the last fiscal year, stamped received by the SEC
and the BIR

ii. Amendment of License of Foreign Corporations

Basic Requirements

Petition for amendment of license

Board resolution approving the amendments

Additional requirements

a. Amendment of corporate/partnership name

a.1. Name Verification Slip

a.2. Affidavit of a director/partner undertaking to change company name

b. Change/appointment of resident agent

b.1 Board resolution or letter of appointment

b.2 Acceptance by the resident agent

iii. Withdrawal of License of Foreign Corporations

Petition for withdrawal of license

Authenticated copy of the board resolution approving the withdrawal

Audited financial statements as of the last fiscal year, stamped received by the SEC
and the BIR

List of creditors, if any, and consent of each creditor, or certification as to non-

existence of creditors

Original license issued by the SEC

Publisher’s affidavit evidencing the publication of the notice of withdrawal ( once a

week for three [3] consecutive weeks )

BIR Tax Clearance

iv. Amendment of License of Area or Regional Headquarters and Regional Operating

Headquarters

Basic Requirements

Petition for amendment of license

Board Resolution approving the amendments

Additional Requirements

a. Amendment of corporate/partnership name

a.1 Name Verification Slip

a.2 Affidavit of a director/partner undertaking to change company name

b. Conversion of Area Headquarters to Regional Operating Headquarters

b.1 Bank Certificate or Proof that the headquarters has US$200,000 or more
v. Withdrawal of License of Area or Regional headquarters or Regional Operating
Headquarters

Basic Requirements

Petition for withdrawal of license

Authenticated copy of the board resolution approving the withdrawal

Original license issued by the SEC

Endorsement by the Board of Investments

Additional Requirements

a. Audited financial statements as of the last fiscal year, stamped received by

the SEC and the BIR

b. List of creditors, if any, and consent of each creditor, or certification as to

the the non-existence of creditors

c. Publisher’s affidavit evidencing the publication of the notice of withdrawal

once a week for three (3) consecutive weeks

d. BIR Tax Clearance

Minimum Paid-Up Capital Requirement

Businesses Requiring Endorsements From Other Government Agencies

Reportorial and Monitoring Requirements for Domestic Corporations - (PDF)

Reportorial and Monitoring Requirements for Foreign Corporations - (PDF)

Download Registration Requirements (PDF)

SEC REGISTRATION REQUIREMENTS

I. REGISTRATION OF CORPORATIONS

A. Stock Corporation
Basic Requirements

Name Verification Slip (secure online or from SEC Name Verification Unit )

Articles of Incorporation and By-laws

Treasurer’s Affidavit

Affidavit of incorporator or director undertaking to change corporate name (not

required if Articles of Incorporation has provision on this commitment )

Additional Requirements

Indorsement/clearance from other government agencies, if applicable.

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 )

For corporations with more than 40% foreign equity: SEC Form No. F- 100

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

Additional requirements based on kind of payment of subscription indicated

hereunder

Cash

Bank Certificate of deposit of paid up capital notarized in place where signed

For corporations with foreign subscribers who want to register their investments
with the BSP: Proof of inward remittance or bank certificate

Land and/ Building/Condominium Unit

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 )

Copy of TCT/CCT and tax declaration sheet, certified by the Register of Deeds and
the Assessor’s Office, respectively

If transfer value is based on zonal value: Latest zonal valuation certified by the
Bureau of Internal Revenue (BIR)

If transfer value is based on appraised value: Appraisal report by a licensed real

estate appraiser (not more than six [6] months old)

Deed of assignment with primary entry by the Register of Deeds

If property is mortgaged: Mortgagee/creditor’s certification on the outstanding loan

balance and his consent to the transfer of property

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

Affidavit of the transferor that the building/condominium unit is existing and in good
condition
Affidavit of undertaking by any incorporator or director to submit the proof of
transfer of the property within the prescribed period

Inventories /Furniture/Personal Properties

Detailed schedule of the property showing its description and the basis of transfer
value (market value or book value )

Special audit report by an independent CPA on the verification and valuation of the
property

Deed of assignment of the property to the corporation

Affidavit of the transferor that the inventories/ furniture/personal properties are

existing and in good condition

Heavy Equipment and Machinery

Detailed schedule of the property showing its description and the basis of transfer
value (book value or appraised value)

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

Deed of assignment of the property to the corporation

Affidavit of the transferor that the heavy equipment/machinery is existing and in

good condition
Shares of Stock

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)

Audited financial statements of the investee company as of the last fiscal year,
stamped received by the SEC and the BIR

Deed of assignment of the shares of stock to the corporation

Certification by the corporate secretary of the investee company that the shares are
outstanding in the name of the assignor

Photocopy of the stock certificates (present original for verification)

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.

Affidavit of undertaking by any incorporator or director to submit the proof of

transfer within the prescribed period

Motor Vehicles

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
Photocopy of the Certificate of Registration and official receipt of annual registration
fee (present original for verification)

Appraisal report by a licensed mechanical engineer (not more than six [6] months
old)

Deed of assignment of the motor vehicle to the corporation

Affidavit of the transferor that the motor vehicle is existing and in good condition

Affidavit of undertaking by any incorporator or director to submit the proof of

transfer within the prescribed period

Sea Vessel/Aircraft

Detailed inventory of the vessel/aircraft showing the registered owner, registry

number, technical description, and appraised value

Certified true copy of the certificate of ownership

Certificate of seaworthiness/airworthiness issued by the appropriate government

agency

Appraisal report by a licensed mechanical engineer (not more than six [6] months
old)

Deed of assignment of the vessel/aircraft to the corporation

Affidavit of the transferor that the sea vessel/aircraft is existing and in good
condition

Affidavit of undertaking by any incorporator/director to submit the proof of transfer

within the prescribed period

Intangibles

Photocopy of the Certificate of Registration of Intellectual Property rights, mining

permit (for mining claims/rights)

Appraisal report by an accredited appraisal company (not more than six [6] months
old)

Deed of assignment of intangibles to the corporation

Net Assets (by way of conversion of single proprietorship/partnership into

corporation or by way of spin-off)

Articles of Dissolution of Partnership

Audited financial statements of the single proprietorship/partnership/division of a

corporation (for spin off) as of the last fiscal year

Long-form audit report of item 2

Deed of assignment of the assets and liabilities to the corporation

Separate deed of the assignment for land with primary entry by the Register of
Deeds

List of creditors, with the amount due to each creditor and the consent of each
creditor, certified by the company accountant

Detailed schedule of the properties with certificate of registration/titles and their

respective book values

Photocopy of the Certificate of Registration of the motor vehicle (present original for
verification)

Photocopy of the TCT/CCT and tax declaration sheet, certified by the Register of
Deeds and the Assessor’s Office, respectively

For single proprietorships: Department of Trade and Industry (DTI) Certificate of

Registration

Notes :

Items 5 to 10 shall be complied with only if applicable

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

The filing of the Articles of Dissolution and Articles of Incorporation or Increase of

Authorized Capital Stock should be simultaneous