How to Register a Corporation in the Philippines: A Step-by-Step Guide

To register a corporation in the Philippines, you must file your articles of incorporation and bylaws with the Securities and Exchange Commission (SEC) and obtain a certificate of incorporation. Under the Revised Corporation Code (Republic Act No. 11232), a private corporation's legal existence begins only when the SEC issues this certificate. The process starts with reserving a corporate name with the SEC, followed by submission of incorporation documents, and ends with the issuance of the certificate of incorporation, after which you may secure local business permits and other licenses to operate.

Step 1: Verify and Reserve Your Corporate Name

Before filing any documents, the incorporators must submit the intended corporate name to the SEC for verification. Under Section 18 of the Revised Corporation Code, the SEC will reserve the name in favor of the incorporators if it finds that the name is distinguishable from names already reserved or registered, is not protected by law, and is not contrary to law, rules, and regulations.

The SEC will reject a name that is not distinguishable from an existing one. Under Section 17, the SEC shall not allow a corporate name if it is not distinguishable from one already reserved or registered for the use of another corporation, if the name is already protected by law, or if its use is contrary to existing law, rules, and regulations. The law also provides that a name is not distinguishable even if it contains words like "corporation," "company," "incorporated," or "limited," or if the difference involves punctuation, articles, conjunctions, spacing, or tense.

Step 2: Prepare the Articles of Incorporation and Bylaws

Once the name is reserved, the incorporators must prepare and submit their articles of incorporation and bylaws to the SEC. Under Section 13 of the Revised Corporation Code, the articles of incorporation must contain specific information, including:

• The name of the corporation
• The specific purpose or purposes, indicating the primary and secondary purposes if there are multiple
• The place of the principal office, which must be within the Philippines
• The corporate term, unless perpetual existence is elected
• The names, nationalities, and residence addresses of the incorporators
• The number of directors, which shall not exceed fifteen (15)
• For stock corporations, the authorized capital stock, number of shares, par value, and the names of original subscribers with their subscriptions and payments

Section 14 provides the standard form for the articles of incorporation, which must be signed and acknowledged by the incorporators. The incorporators must also elect a treasurer who certifies that the paid-up portion of subscriptions has been received.

Step 3: Submit Documents to the SEC

The incorporators shall submit their articles of incorporation and bylaws to the SEC, as required by Section 18. The SEC may allow electronic filing of these documents in accordance with its rules on electronic filing, as provided under Section 13.

The SEC will review the submitted documents for compliance with the Revised Corporation Code and other relevant laws. If the SEC finds the documents fully compliant, it will issue the certificate of incorporation. If the SEC disapproves the articles, Section 16 requires the SEC to give the incorporators a reasonable time to modify the objectionable portions.

Step 4: Receive the Certificate of Incorporation

Under Section 18, a private corporation commences its corporate existence and juridical personality only from the date the SEC issues the certificate of incorporation under its official seal. Upon issuance, the incorporators, stockholders, and their successors constitute a body corporate under the name stated in the articles of incorporation.

Step 5: Secure Local Business Permits and Licenses

After incorporation, the corporation must comply with local government requirements to legally operate. Under the Implementing Rules and Regulations of the Ease of Doing Business Act (RA 11032), a business permit must be secured from the city or municipal government, usually through its Business Permits and Licensing Office (BPLO). The law promotes streamlined procedures and the use of Business One Stop Shops (BOSS) to expedite the issuance of permits and licenses.

Key Requirements for Incorporators

Under Section 10 of the Revised Corporation Code, any person, partnership, association, or corporation may organize a corporation, but not more than fifteen (15) incorporators are allowed. Natural persons who are incorporators must be of legal age. Each incorporator of a stock corporation must own or subscribe to at least one (1) share of capital stock.

Section 12 provides that stock corporations are not required to have a minimum capital stock, except as specifically provided by special law. This means most corporations can start with a minimal authorized capital.

Frequently Asked Questions

How many incorporators are needed to form a corporation? Under Section 10 of the Revised Corporation Code, one to fifteen (15) incorporators may organize a corporation. A corporation with a single stockholder is considered a One Person Corporation.

How long does SEC registration take? The processing time depends on the completeness of your documents and the SEC's current workload. Under the Ease of Doing Business Act, simple transactions should be processed within three (3) working days, but complex transactions may take longer.

What happens if the SEC disapproves my articles of incorporation? Under Section 16, the SEC must give the incorporators a reasonable time to modify the objectionable portions. Common grounds for disapproval include non-compliance with the prescribed form, illegal purposes, false certifications, or failure to meet Filipino ownership requirements.

Practical Takeaways

• Reserve your corporate name early. Name verification and reservation under Section 18 is the first mandatory step, and the SEC will reject names that are not distinguishable from existing registrations.
• Prepare complete and accurate articles of incorporation. Section 13 lists the required contents, and Section 14 provides the standard form. Errors or false certifications are grounds for disapproval under Section 16.
• No minimum capital is generally required. Section 12 states that stock corporations are not required to have a minimum capital stock unless a special law says otherwise.
• Corporate existence begins only upon SEC issuance of the certificate of incorporation. Under Section 18, you are not yet a corporation until this certificate is issued.
• Do not operate without authority. Under Section 20, persons who act as a corporation knowing it has no authority to do so may be held liable as general partners for debts and damages.

This article is general information and not legal advice. For your specific situation, consult a lawyer or ask ASG Legal AI.