Partnerships and corporations are required to register with the Securities and Exchange Commission (SEC) before running any business. Here’s what you need to submit.

Based on the latest data from the Securities and Exchange Commission (SEC), there are over 1.07 million registered partnerships and corporations in the country. What’s more, this number is expected to rise—given that the economy is in the process of recovery from the effects of the pandemic and many have been encouraged to start business ventures. 

Thing is, when starting a business here in the Philippines, a lot of paperwork and processes need to be completed—including the business permit and Department of Trade and Industry (DTI) registration for sole proprietorships. But for new partnerships and corporations, in particular, you’ll need to get an SEC registration. 

If you’re planning to register a new partnership or corporation, here are the requirements you must submit, as well as other reminders to keep in mind during the registration process. 

General Documentary Requirements for Registration of Partnerships and Corporations

Whether or not you’re applying for the registration of a partnership or corporation, you have to abide by certain documentary requirements—the most basic of which is that all application forms and documents should come in four copies each. These application forms and documents should also be on A4-size bond paper with cover sheets. 

Next, all application forms must contain the Tax Identification Number (TIN) of the following people: 

• Incorporators
• Directors or trustees
• Stockholders or members (for corporations) or partners (for partnerships)

Should any of the required documents be signed by someone who is currently overseas, these documents must be authenticated by the Philippine Embassy or Consulate in the country where they were signed. 

Lastly, all Audited Financial Statements and Special Audit Reports must be certified by an independent Certified Public Accountant (CPA), with a Statement of Representation filed with the SEC. The aforementioned statement must indicate the CPA Cert. No., PRC/BOA No. and the PTR No. of the CPA and SEC accreditation of External Auditor, should it apply. 

Where to Find the Application Form and Start the Process

Like many government agencies, the SEC now accepts applications for registration online via its Electronic Simplified Processing of Application for Registration of Company (eSPARC). However, applicants should be mindful of where they click on the portal, as domestic stock corporations have their own registration processing called OneSEC Processing. 

Take note—one-person corporations, domestic non-stock corporations, partnerships, and foreign corporations fall under regular processing.

Requirements for Registration of Partnerships 

Anyone interested to register a partnership—defined by Investopedia as “a formal arrangement by two or more parties to manage and operate a business and share its profits”—should submit the following requirements:

• Name Verification Slip
• Articles of Partnership
• Joint affidavit of two partners to change partnership name (unless already stated in the Articles of Partnership)
• Endorsement or clearance from other government agencies if applicable (you may check here for the clearances that your business may need)
• FIA Form 105 if the partnership involves a foreign national as a partner

Requirements for Stock Corporations

Requirements for stock corporations differ, depending on whether payment for the subscription will be made in cash or non-cash. Non-cash payments include land, shares of stock, and vehicles. However, the basic requirements are as follows:

• Name Verification Slip
• Articles of Incorporation and By-laws
• Treasurer’s affidavit
• Joint affidavit of two incorporators to change the corporate name (unless already stated in the Articles of Incorporation)
• Endorsement or clearance from other government agencies if applicable (you may check here for clearances your business may need)
• Application Form for registration under the Foreign Investments Act of 1991 (R.A. 7042, as amended) for corporations with more than 40% foreign equity

Additional requirements for non-cash payment for subscriptions can be found here.  

Requirements for Non-Stock Corporations 

As for non-stock corporations, the following requirements must be submitted to the SEC:

• Name Verification Slip
• Articles of Incorporation and By-laws
• Joint affidavit of two incorporators to change the corporate name (unless already stated in the Articles of Incorporation)
• List of members certified by the corporate secretary (unless already stated in the Articles of Incorporation)
• List of the names of contributors or donors and the amounts contributed or donated certified by the treasurer (It should be noted that there is no fixed amount of contribution required, but only such a reasonable amount as the incorporators and trustees may deem sufficient to enable the corporation to start operation. An exception to this include foundations, which must have a minimum contribution of at least PHP 1,000,000
• Endorsement or clearance from other government agencies if applicable (you may check here for clearances your business may need)

Foundations, religious organizations, federations, and condominium corporations and associations have additional requirements that need to be submitted, which can be found here.

Why Should You Register Your Business?

While it is easy to start a business since all you have to do is provide a product or service to another person, collect payment, and make a profit, registering your business is just as important. From a financial point of view, you’ll need a registered business to open a business bank account—separate from your personal finances. What’s more, you’ll need to prove that you’re a business when applying for loans.

Registering your business also allows you to hire employees and it helps establish trust, not just with consumers, but also suppliers and clients. But above all, registering your business allows you to be tax-compliant, as evading taxes will prove to be detrimental to the business—not just financially, but also in terms of your credibility.