Post on 22-Nov-2014
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