SEC REGISTRATION REQUIREMENTS

DOCUMENTARY REQUIREMENTS FOR REGISTRATION

OF
CORPORATIONS AND PARTNERSHIPS
(7 October 2014)

All applications and supporting documents must be in four (4) copies and in
A4 size bond paper with a cover sheets.
Documents signed abroad must be authenticated by the Philippine Embassy or
Consulate in the country where signed.
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 and SEC accreditation of
External Auditor if applicable.
All applications must indicate the Tax Identification Number (TIN) of the
incorporators, directors/trustees, stockholders/members for corporations, and
partners for partnerships.
Foreign investors are allowed to indicate passport number in lieu of TIN for
registration of a corporation/partnership.

I. REGISTRATION OF CORPORATIONS
A. STOCK CORPORATION

Basic Requirements
Additional Requirements
Additional requirements based on kind of payment for subscription:

a. Land and/ Building/Condominium Unit

b. Untitled Lands
c. Inventories/Furniture/Personal Properties
d. Heavy Equipment and Machinery
e. Shares of Stock
f. Motor of Vehicle
g. Sea Vessel/Aircraft
h. Intangible
i. Net Assets(by way of conversion of single
proprietorship/partnership into corporation or by spin-off)
B. NON-STOCK CORPORATION

Basic Requirements
Additional Requirements

C. BY- LAWS OF STOCK AND NON-STOCK TO BE FILED AFTER INCORPORATION

Basic Requirements

II. LICENSING OF FOREIGN CORPORATIONS

A. BRANCH OFFICE and REPRESENTATIVE OFFICE

Basic Requirements
B. RHQ & ROHQ

Basic Requirements

III. REGISTRATION OF PARTNERSHIPS

Basic Requirements
Additional Requirements

MINIMUM PAID-UP CAPITAL REQUIREMENT

BASED ON INDUSTRY: (Philippine Peso)

Break Bulk Agent
Cargo Consolidator
Financing Company-Main
st
1 class cities
Other cities
Municipalities
Financing Company-Branch
st
1 class cities
Other Cities
Municipalities
Freight Forwarders
Domestic
International
Health Maintenance Organization
Insurance
Insurance Broker
Reinsurance Broker
Insurance Broker and Reinsurance Broker
Life Insurance Company
Non-Life Insurance Company
Reinsurance Company
Investment Adviser/Manager
Investment Company
Investment House
Lending Company-Main
Lending Company-Branch
st
1 class cities
Other Cities
Municipalities
Mining

(Authorized Capital Stock)

(Paid-up Capital Stock)

P 250,000.00
P 400,000.00
P 10,000,000.00
P 5,000,000.00
P 2,500,000.00
P 1,000,000.00
P 500,000.00
P 250,000.00
P 250,000.00
P 2,000,000.00
P10,000,000.00
P 20,000,000.00
P 20,000,000.00
P 50,000,000.00
P 1,000,000,000.00
P 1,000,000,000.00
P 2,000,000,000.00
P 10,000,000.00
P 50,000,000.00
P 300,000,000.00
P 1,000,000.00
P 300,000.00
P 150,000.00
P 75,000.00
P 100,000,000.00
P 6,250,000.00

Non-Vessel Operating Common Carrier

Pawnshop
Pre-Need Plan Issuer
Pre-Need Plan Agent
Recruitment for Local Employment
Corporation
Partnership
Recruitment for Overseas Employment
Retail Trade with Foreign Equity
School (for stock corporations)
Elementary Education
Elementary & Secondary Education
Elementary, Secondary, Tertiary
Post/Gradauate Education
Security Agency
Securities Broker/Dealer
(New/SRO-Member)
Securities Broker/Dealer
(Existing/SRO-Member)
Securities Broker/Dealer in Proprietary Shares
(Non-SRO-Member)
Special Purpose Vehicle
Special Purpose Corporation
Transfer Agent

P 4,000,000.00
P 100,000.00
P 100,000,000.00
P 5,000,000.00
P 500,000.00
P 200,000.00
P 2,000,000.00
P 2,500,000.00
P 1,000,000.00
P 2,500,000.00
P 5,000,000.00
P 500,000.00
P 100,000,000.00

P 10,000,000.00

P 5,000,000.00

P 31,250,000.00
P 5,000,000.00
P 1,000,000.00

BASED ON FOREIGN EQUITY:

Domestic Corporations with more than 40%
foreign equity
- Domestic Market Enterprise
- Export Market Enterprise
Foreign Branch Office
- Domestic Market Enterprise
- Export Market Enterprise
Partnership with foreign partner
- Domestic Market Enterprise
- Export Market Enterprise
Foreign Representative Office
Regional Area Headquarters (RHQ)
Regional Operating Headquarters (ROHQ)

US$ 200,000.00
P 5,000.00
US$ 200,000.00
P 5,000.00
US$ 200,000.00
P
3,000.00
US$ 30,000.00
US$ 50,000.00
US$ 200,000.00

Investment company, Financing and lending

companies, issuers of proprietary or nonproprietary membership (i.e. golf clubs), listed
and public companies and foundation

Corporate
Governance
and
Finance Department

Capital Market Institutions (i.e. Exchange, Broker,

Dealer, Investment House and others

Markets
and
Securities Regulation
Department

BUSINESSES REQUIRING ENDORSEMENTS FROM OTHER

GOVERNMENT AGENCIES *
a. Air Transport

Civil
Board

Aeronautics

b. Banks, Pawnshops or other Financial

Intermediaries with Quasi-Banking
Functions
c. Charitable Institutions

Bangko Sentral ng
Pilipinas
Department of
Social Welfare and
Development

d. Educational Institutions:
(stock & non-stock)
Elementary to High school
College, Tertiary Course
College, Tertiary Course

e. Electric Power Plants/Trading of Petroleum

Products
f. Hospitals, Dental, Medical Clinics/Health
Maintenance Organizations
g. Insurance/Mutual Benefit Association
h. Money Changer and remittance services
i. Non-Chartered Government Owned and
Controlled Corporation

j.

Professional Associations

k.

Radio, TV, Telephone

l.

Recruitment for Overseas Employment

m. Security Agency/ Anti-Crime Task Force

n. Tobacco Related Business
o. Volunteer Fire Brigade
p. Vessel/Ship Operation, Ship Management.
Shipbuilding, Ship Repair, Shipping Agency,
Ship Husbanding, Ship Chandling and other
Maritime related activities

Department
of
Education
Commission
on
Higher Education
Technical Education
Skills and
Development
Authority
Department
of
Energy
Department
of
Health
Insurance
Commission
Bangko Sentral ng
Pilipinas
Government
Commission for
Government-owned
and Controlled
Corporation
Professional
Regulation
Commission
National
Telecommunications
Commission
Philippine Overseas
Employment
Administration
Philippine National
Police
National
Tobacco
Administration
Bureau
of
Fire
Protection
Maritime
Industry
Authority

q. Water Service Providers and Waterworks

Local
Waterworks
Utilities
Administration
/Manila Waterworks
and
Sewerage
Systems