A Citizen's Manual for the Registration of Corporations & Partnerships

2007 A CITIZEN'S MANUAL FOR THE REGISTRATION OF CORPORATIONS & PARTNERSHIPS (PAMPHLET * NO. 2) 28-IX-2007 Investors Information Assistance & Publications Division Economic Research and Information Department * Pursuant to R.A. 6713 and Memorandum Circular 35 s. 2003 issued by the President on 17 March 2003, the SEC disseminates different pamphlets that give information about its mandate and functions, registration and reportorial requirements, fees and charges, and other relevant topics for the guidance of investors and the general public. Registration of Corporations and Partnerships with the SEC 1. What laws govern the registration of corporations and partnerships at the SEC? Corporation Code of the Philippines Civil Code (Partnerships) Securities Regulation Code (R.A. 8799) P.D. 902-A as Amended 2. What entities are registered with the SEC? Stock corporations (Including foreign corporations e.g., branch offices, representative offices, regional headquarters or regional operating headquarters) Non-stock corporations (Foundations, associations, non-government organizations, religious organizations, etc.) Partnerships (General and limited partnerships) 3. Where do I go if I want to incorporate a corporation or partnership? The Company Registration and Monitoring Department (CRMD) 4. What do I do? ACIEaH a. General Procedure The general procedure is given in Table 1. The required documents are given in Table 2. Additional requirements for foreign corporations are given in Table 3. Table 1: Steps in Registration 1 Verify/reserve proposed name (on-line or at the Name Verification Unit.) 2 Draw up the Articles of Incorporation and By-laws in accordance with the Corporation Code. (Blank forms are also available at the SEC Annex Bldg.) 3 If applicable, get endorsements from other government agencies as given in Table 4. In addition, the CRMD obtains clearances from other SEC departments whenever these are deemed appropriate. 4 Deposit paid-up capital/contribution (for foundations only) in the bank. Table 5 gives the minimum paid-up capital requirements for certain types of corporations. 5 Present six (6) sets of the accomplished forms and documents for pre-processing at the CRMD. Only complete application documents are accepted for processing. All documents executed outside the Philippines must be authenticated by the appropriate Philippine embassy or consulate in the area concerned. 6 Pay the filing fees to Cashier. 7 Claim the Certificate/License from the Releasing Unit, Records Division upon presentation of the official receipt issued for payment of filing fee. * * Applicants must buy and register their Stock & Transfer Book or Membership Book immediately after the issuance of the Certificate of Incorporation or within 30 days upon issuance thereof. b. Registration via the SEC-iRegister The SEC-iRegister will enable applicants to verify and reserve company names, 24 hours, 7 days a week, as well as allow them to fill-up the registration documents on-line. These documents can be downloaded and presented to SEC for approval. Applicants only need to access the SEC web site at http://www.sec.gov.ph and follow the instructions provided by the system. 5. What do I get? For incorporation of stock or non-stock Certificate of corporation Incorporation For formation of partnership Certificate of Recording For establishment of foreign branch or License to Do Business in representative office, regional headquarters the Philippines or regional operating headquarters The above Certificates grant juridical personality to the applicant corporation or partnership. These do not authorize said entities to undertake business activities that require Secondary Licenses or Permits to Operate from the SEC or other government agencies, such as but not limited to: broker or dealer in securities, government securities eligible dealer (GSED),investment adviser of an investment company, close-end or open-end investment company, investment house, transfer agent, commodity or financial futures exchange/broker merchant, financing company, pre-need plan issuer, general agent in pre-need plans and time shares/club shares/membership certificates issuers or selling agents thereof. The Licenses granted to branch/representative offices or regional/regional operating headquarters likewise do not authorize said entities to engage in activities requiring secondary licenses from the SEC as indicated above. 6. How long does it take? Assuming all required documents are submitted and all information therein provided is in order, applications for registration of new corporations/partnerships with the SEC are processed within 24 hours from date of filing. 7. What are the fees I should pay? For the appropriate fees and charges, please refer to Pamphlet No. 3 Schedule of SEC Fees and Charges. 8. What reports do I submit after I register with the SEC? All registered corporations are required to submit a yearly General Information Sheet (GIS) and Audited Financial Statement (AFS) in the appropriate formats specified by the Commission. Details are given in Pamphlet No. 4. 9. Where can I obtain further information? The Public Assistance Unit at the ground floor, SEC Building The Public Assistance Hotline (Tel. Nos. 724-1271 or 726-0930 to 39 loc. 243 or 279) The CRMD Corporate & Partnership Division (Tel. No. 726-9245) The SEC web site at http://www.sec.gov.ph Table 2 Required Documents for Applicant Stock Corp Non-Stock Partnership Corporation & Partnership Name Verification Slip / / / Articles of Incorporation and By-laws or / / / Articles of Partnership Treasurer's Affidavit/Authority to Verify / Bank Account Bank Certificates of Deposit (notarized / in place where bank is located) Written Undertaking to Change Corporate / / / Name by any Incorporator or Director, Trustee, Partner ** Clearance from other government agencies / / (if applicable) Resolution of the Board of Trustees that / the corporation will comply with SEC requirements for non-stock corporations ** List of members certified by the Secretary / and undertaking to submit list of additional members to SEC from time to time ** List of contributors and their corresponding / contributions certified by the Treasurer ** Affidavit of Affirmation or Verification by / the Chief Priest, Minister, Rabbi or Presiding Elder (for religious organizations) Customs Broker Licenses and PTR of at least / / 2 Officers or Partners (for customs brokerages) Articles of Partnership (For Limited Partnerships, / this should be executed under oath "JURAT") Foreign Investment Application Form (for / subsidiaries of foreign corporations) ** Already incorporated in the available blank forms for applications TAcSCH Table 3 Required Documents for Subsidiary Branch REP RHQ/ NS Branch Foreign Corporations OFC OFC ROHQ OFC (In Addition to those in Table 2) Proof of Inward Remittance by / / / / Non-Resident Aliens or Partners Fours F-100 / Form F-103 / Form F-104 / Form F-108 / Application for Regional Headquarters / / (RHQ)/Regional Operating Headquarters (ROHQ) Authenticated Board Resolution / / / authorizing establishment of office in the Phil.;designating Resident Agent; and stipulating that in absence of Resident Agent or upon cessation of business in the Phil.,any summons may be served to SEC as if same is made upon corporation at its home office. Authenticated Financial Statement of / / / Applicant certified by independent CPA in home country Authenticated copies of Articles of / / Incorporation and By-laws of applicant Resident Agent's Acceptance of / / Appointment (if not signatory in application form) Affidavit that mother company is solvent and / of sound financial condition Authenticated Certification that it is engaged / in international trade with affiliates, subsidiaries, or branch offices in the Asia-Pacific region and other areas Authenticated Certification from principal / office of foreign entity that it was authorized by its Board of Directors or governing body to establish RHQ or ROHQ in the Phil. Table 4: Activities with Endorsements * a. Air Transport Civil Aeronautics Board b. Banks, Pawnshops or other Financial Bangko Sentral ng Pilipinas Intermediaries with Quasi-Banking Functions c. Charitable Institutions Department of Social Welfare & Development d. Educational Institutions: (for stock or non-stock) Elementary to High school Department of Education (DepED) College, Tertiary Course Commission on Higher Education Technical Vocational Course Technical Education and Skills Development Authority (TESDA) f. Electric Power Plants Department of Energy g. Hospitals/Health Maintenance Department of Health Organizations h. Insurance Insurance Commission i. Professional Associations Professional Regulation Board j. Radio, TV, telephone National Telecommunications Commission k. Recruitment for Overseas Employment Philippine Overseas Employment Administration i. Security Agency Philippine National Police m. Water Transport/Shipbuilding/ Maritime Industry Authority Ship Repair n. Manufacture, repair, storage &/or Philippine National Police (PNP) distribution of products &/or ingredients of firearms, gun powder, & all those indicated in EO 389 S. 2004 Foreign Investments Negative List o. Manufacture, repair, storage &/or Department of National Defense (DND) distribution of products i.e.,guns/ ammunition for warfare, military ordinance, & all those indicated in EO 389 S. 2004 Foreign Investments Negative List p. Volunteer Fire Brigades Department of Interior & Local Government (Bureau of Fire Protection) * Indorsements should be included in the registration papers to be filed Table 5: Minimum Paid-Up Capital Requirement (Based on Industry) (Based on Industry) Break Bulk Agent P250,000.00 Cargo Consolidator P400,000.00 Financing Company Metro Manila and other 1st class cities P10,000,000.00 Other classes of cities P5,000,000.00 Municipalities P2,500,000.00 Freight Forwarders Domestic P250,000.00 International P2,000,000.00 Foundations (Non-stock corporations) P1,000,000.00 Health Maintenance Organization P10,000,000.00 Insurance Insurance Broker/Reinsurance Broker P20,000,000.00 Insurance Broker and Reinsurance Broker P50,000,000.00 Life/Non-Life Insurance Company P1,000,000,000.00 Reinsurance Company P2,000,000,000.00 Investment Adviser/Manager P10,000,000.00 Investment Company P50,000,000.00 Investment House P300,000,000.00 Lending Investor P1,000,000.00 Mining P2,500,000.00 Non-Vessel Operating Common Carrier P4,000,000.00 Pawnshop P100,000.00 Pre-Need Plan Issuer P100,000,000.00 Pre-Need Plan Agent P5,000,000.00 Recruitment for Local Employment Corporation P500,000.00 Partnership P200,000.00 Recruitment for Overseas Employment P2,000,000.00 Retail Trade with Foreign Equity US$2,500,000.00 School (for stock corporation) Elementary Education P1,000,000.00 Elementary & Secondary Education P2,500,000.00 Elementary, Secondary, Tertiary, Post/ P5,000,000.00 Graduate Education Security Agency P500,000.00 Securities Broker/Dealer (New/SRO-Member) P100,000,000.00 Securities Broker/Dealer (Existing/SRO-Member) P10,000,000.00 Securities Broker/Dealer in Proprietary Shares (Non- P5,000,000.00 SRO-Member) Special Purpose Vehicle P31,250,000.00 Transfer Agent P1,000,000.00 (Based on Foreign Equity) Corporation with more than 40% foreign equity - Domestic Market Enterprise US$200,000.00 - Export Market Enterprise P5,000.00 Foreign Branch Office - Domestic market enterprise US$200,000.00 - Export market enterprise P5,000.00 Partnership with foreign partner - Domestic Market enterprise US$200,000.00 - Export Market enterprise P3,000.00 Foreign Representative Office US$30,000.00 Regional Area Headquarters (RHQ) US$50,000.00 Regional Operating Headquarters (ROHQ) US$200,000.00