Part 3: Steps in Registering a Stock Corporation with the SEC
In this series, we discussed what a corporation is and what the requirements are to start one. In this post, we will discuss the steps to register with the SEC.
1. Check if the desired corporate name is available by doing an online verification through www.sec.gov.ph or by going to the SEC office. If available, reserve the corporate name, then get the SEC Name Verification Slip
2. Prepare or obtain the following documents:
a. Articles of Incorporation (must be signed by all incorporators and notarized);
b. By-laws (must be signed by all incorporators);
c. Treasurer’s Affidavit indicating that the requirements mentioned in Part 2 Item 4 above has been complied with (must be notarized);
d. Joint affidavit of two incorporators to change corporate name (not required if already stated in the Articles of Incorporation);
e. Cover sheet for registration;
f. For corporations with more than 40% foreign equity: SEC Form No. F-100 otherwise known as an Application to do Business under the Foreign Investments Act of 1991 (R.A. 7042);
g. Endorsement or clearance from other government agencies depending on the purpose or business of the corporation, if applicable;
Items a-f may be downloaded from www.sec.gov.ph, obtained from the SEC office, or drafted by professional consultants and advisors.
For item g, a list of businesses requiring endorsement or clearance from other government agencies may be seen at www.sec.gov.ph.
3. Submit complete documents to SEC office including the SEC Name Verification Slip
4. Pay the applicable fees
5. Obtain the Certificate of Registration from SEC.
It should be noted that there are additional documentary requirements to be submitted if the incorporators’ payment for their subscription (i.e., shares of stock) is other than cash, such as land, building, machinery, shares of stock and other types of payment in kind.
Next we will discuss the other ways of organizing and registering a stock corporation
