EC REGISTRATION REQUIREMENTS1

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


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


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


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


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


Form F-10-1

c. Increase or Decrease of authorized capital stock


Requirements for Increase/Decrease of Capital Stock

d. Merger or Consolidation


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


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


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


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 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 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


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


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


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

xvii. Creation of Bonded Indebtedness

Certificate of creation of bonded indebtedness


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


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)


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

iii. For Other Amendments


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


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


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


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


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 )


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