SEC REGISTRATION REQUIREMENTS

 

SEC REGISTRATION REQUIREMENTS

(as of 16 August 2011)

 

  • 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.

 

  1. REGISTRATION OF CORPORATIONS
  1. Stock Corporation
  2. Non-Stock Corporation
  1. LICENSING OF FOREIGN CORPORATIONS
  1. Branch and Representative Office 
  2. Regional or Area Headquarters and Regional Operating Headquarters
  1. REGISTRATION / RECORDING OF PARTNERSHIPS
  1. OTHER APPLICATIONS
  1. For Corporations

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

  1. Amended Articles of Incorporation
  2. 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

  1. Endorsement/clearance from other government agencies, if applicable. If the provision to be amended is the corporate name, submit the following;a. Name Verification Slipb. Affidavit of a director/trustee or officer undertaking to change corporate name

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

  1. Amended By-laws
  2. 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

  1. Certificate of Increase of Capital Stock
  2. Treasurer’s Affidavit certifying the increase of capital stock, the amount subscribed and the  amount received as payment
  3. 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
  4. Amended Articles of Incorporation
  5. 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
  6. 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

  1. Cash
  1. A report rendered by an independent CPA on the verification of the cash payment on subscription to the increase
  2. Copy of the official receipt, deposit slip, bank statement/passbook
  3. 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
  4. 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

  1. A report rendered by an independent CPA on the verification of the advances to be converted to equity
  2. Detailed schedule of the liabilities to be offset, as of the date of trial balance, certified by the company accountant
  3. 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
  4. 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

  1. 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.
  2. 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.
  3. 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

  1. Certificate of Decrease of Authorized Capital Stock
  2. Audited financial statements as of last fiscal year, stamped received by the SEC and the BIR
  3. If involving return of capital:  Long form audit report and list of creditors with the consent of each creditor, certified by company accountant
  4. List of stockholders before and after the decrease, certified by the corporate secretary
  5. Amended Articles of Incorporation
  6. 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
  7. Publisher’s affidavit of the publication of the decrease of capital (once in a newspaper of general circulation)

v. Reclassification/Declassification/Conversion of Shares

  1. 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
  2. Amended Articles of Incorporation
  3. List of stockholders  showing the names, nationalities and stockholdings before and after the reclassification/declassification/conversion, certified by the corporate secretary
  4. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR

vi. Merger/Consolidation

  1. Articles of Merger/Consolidation
  2. Plan of Merger
  3. 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
  4. Certification, under oath, by the corporate secretary, on the meetings of the directors and stockholders of the constituent corporations approving the merger/consolidation
  5. 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)
  6. For absorbed corporations:  Long-form audit report of item 5
  7. List of creditors, if any
  8. 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
  9. 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

  1. If the surviving corporation will not issue shares of stock or create additional paid-in Capital:  Disregard item 5
  2. If the merger will be effected viaincrease of capital stock:  Submit also the  requirements for  Increase of Authorized Capital Stock
  3. 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:

  1. Assignment of Filipino stockholdings to non-Philippine nationals
  1. SEC Form No. F-101 or F-102
  2. Original copy of the Deed of Assignment

     b.   Issuance of new stocks from the unsubscribed capital stock

  1. SEC Form No. F-101 or F-102
  2. Form F-10-1

      c.  Increase or Decrease of authorized capital stock

  1. SEC Form No. F-101 or F-102
  2. Requirements for Increase/Decrease of Capital Stock

      d.  Merger or Consolidation

  1. SEC Form No. F-101 or F-102
  2. Requirements for merger or consolidation

viii. Dissolution (By Shortening Corporate Term)

  1. 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
  2. Amended Articles of Incorporation
  3. 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
  4. List of creditors, if any, and the consent of the creditors, or certification as to non- existence of creditors
  5. BIR tax clearance
  6. Publisher’s affidavit of the publication of the notice of dissolution of the corporation (once a week for  three [3] consecutive weeks)
  7. 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

  1. Letter requesting approval  to undergo quasi-reorganization
  2. Certification, under oath, by the corporate secretary, on the  board resolution approving the quasi-reorganization
  3. Appraisal report of the fixed assets (real properties, permanently installed fixed assets and machineries and equipment directly needed and actually used in the business)
  4. Schedules showing the details of the appraised properties
  5. Latest audited financial statements of the corporation, stamped received by  the SEC and the BIR
  6. Analysis of the revaluation increment
  7. Projected financial statements for the next five (5) years

x.  Equity Restructuring

  1. Letter requesting approval to undergo equity restructuring
  2. Certification, under oath, by the corporate secretary, on the board resolution approving the equity restructuring plan
  3. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR

xi. Creation of Additional Paid in Capital

  1. Letter requesting approval for the creation of the additional paid in capital
  2. Certification, under oath, by the corporate secretary, on the board resolution approving the  creation of the additional paid-in capital
  3. 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

  1. Certification, under oath, by the corporate secretary, on the board resolution declaring the cash dividends
  2. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR
  3. 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

  1. 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
  2. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR
  3. 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 )
  4. 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
  5. Analysis of Capital Structure, signed by the treasurer, under oath

xiv. Property Dividend Declaration

  1. Certification, under oath, by the corporate secretary, on the board resolution declaring the property dividends
  2. List of stockholders and the allocation of the property dividend, certified by the corporate secretary
  3. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR
  4. Detailed schedule of the property account appearing in the audited financial statements
  5. 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

  1. Request for certification
  2. Audited financial statements  as of the last fiscal year, stamped received by the SEC and the BIR
  3. 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

  1. Request for certification
  2. List of stockholders, showing the names, nationalities, amount subscribed and paid-up capital of each stockholder, certified by corporate secretary
  3. Audited financial statements as of the last fiscal year,  stamped received by the SEC and the BIR
  4. Stock and transfer book of the corporation (to be presented for verification)

xvii. Creation of Bonded Indebtedness

  1. Certificate of creation of bonded indebtedness
  2. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR
  3. If item 2 is more than six (6) months old:  Unaudited financial statements for the current year period, certified by the company accountant
  4. 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
  5. 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
  6. Trust indenture, signed by the corporation and the trustee
  7. Sample form of the mortgaged bond certificate to be issued

xviii. Confirmation of Valuation

  1. SEC Form 10-1/letter request confirming the valuation
  2. Certification, under oath, by the corporate secretary, on the board resolution approving the  additional issuance of shares of stock
  3. Audited financial statements as of the last fiscal year,  stamped  received by the SEC and  the  BIR
  4. 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

  1. Voting Trust Agreement
  2. Certification on the number of shares of trustees, signed  by the corporate secretary
  1. For Partnerships

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

  1. Name Verification Slip
  2. Amended Articles of Partnership
  3. Affidavit of a partner undertaking to change partnership name
  4. Endorsement/clearance from other government agencies, if applicable

ii. Amended Articles of Partnership (To Change Partners)

  1. Amended Articles of Partnership
  2. Deed of Assignment of partnership interest/letter of withdrawal of partner/ or affidavit of death of partner

iii. For Other Amendments

  1. Amended Articles of Partnership

iv. Dissolution of Partnership

  1. Articles of Dissolution
  2. BIR Tax Clearance
  1. For Foreign Corporations

i. Deposit or Substitution of Deposited Securities of Branch Office 

  1. Cover letter requesting acceptance of the securities deposit
  2. Photocopy of the confirmation of sale or original copy of the government bonds
  3. Letter request for earmarking of treasury bills for SEC deposit, stamped received by the Bureau of Treasury
  4. 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

  1. Petition for amendment of license
  2. 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

  1. Petition  for  withdrawal of license
  2. Authenticated copy of the board resolution approving the withdrawal
  3. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR
  4. List of creditors, if any, and consent of each creditor, or certification as to non-existence of creditors
  5. Original license issued by the SEC
  6. Publisher’s affidavit evidencing the publication of the notice of withdrawal ( once a week for  three [3] consecutive weeks )
  7. BIR Tax Clearance

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

Basic Requirements

  1. Petition for amendment of license
  2. 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

  1. Petition for withdrawal of license
  2. Authenticated copy of the board resolution approving the withdrawal
  3. Original license issued by the SEC
  4. 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)

Green Lane Registration – (PDF)

Download Registration Requirements (PDF)

 

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