Registering a [stock] corporation with the Securities and Exchange Commission (SEC) is not that hard to do, as many of our young businessmen may think it to be. This has been my main role with Full Suite for more than a year now and I can say with certainty that it’s more fun in doing business in SEC. Now, if you’re on your way to registering your corporation with the Securities and Exchange Commission (SEC), here are some tips that will help you register your business.
This article is composed of 2 parts:
1. Requirements –> what they are, how to get them, and what to do with them
Registering a Corporation with the SEC
(as of March 31, 2013)
1. Name Reservation
• Online name reservation
¤ Go to SEC website http://www.sec.gov.ph. Create an account first and sign up before you can reserved your desired name.
¤ Remember to buy SEC Docs Stamp before filing.
• Manual name reservation
¤ Go to SEC office at the 2nd floor of the SEC Building along EDSA, Greenhills, Mandaluyong City, and look for the Name Verification Unit.
¤ Remember to buy SEC Docs Stamp before filing.
2. Articles of Incorporation (AOI) and By-Laws
• AOI is the basic agreement of a corporation which consists of Corporations Name, your primary and secondary purposes, the incorporators, number of incorporators, amount and share of stocks.
• The By-Laws are the written rules for conduct of corporation or partnership, it generally provide for meetings, elections of a board of directors and officers, types and duties of officers and others.
The template for the Articles of Incorporation (AOI) and By-Laws are available for download at the SEC website. or you can also buy the forms at SEC office for Php 500.00.
3. Treasurer’s Affidavit
• It is the affidavit that sworn by the elected treasurer that he/she is the authorized person to act as such. Also, it is the affidavit that he/she certifies that 25% of the authorized capital stock has been subscribed and at least 25% of the subscription has been paid and received by him/her in cash for the benefit and credit of the corporation.
• This authorizes the SEC and the Bangko Sentral ng Pilipinas (BSP) to examine and verify the desired amount in the bank, which is in the name of the treasurer-in-trust of the corporation.
There is no need to present Bank Certificate per new memo of the SEC RES NO. 0331 dated July 20, 2012.
4. Affidavit to undertake to change corporate name
• Must be signed by president and corporate secretary of the corporation.
Things You Must Know | Tips and Reminders
1. Incorporators are required to be not less than five (5) but not more than (15) persons.
2. Elected Treasurer-in-trust must be a Filipino citizen.
3. All incorporators must be at least 18 years of age.
4. If there is a foreign incorporator/s, the share of stocks must 40% and 60%.
• For Foreigner(s) – 40%
• For Resident(s) – 60%
5. Normal processing of Certificate of Registration.
• New Businesses – 5 to 7 working days
• Amendments – 10 working days
6. If you need to secure Certificate of Registration as fast as one day processing, you may go to the Green Lane Office at the 3rd Floor of SEC Building.
• You can buy Green Lane forms from them for Php 800.00.
• Fill up the forms and file them on 2nd Floor of the SEC Building.
7. When you are filing the AOI and By-Laws, don’t forget to bring correction tape and stapler. This will be useful if the processor will ask you to remove or change something in your AOI specifically in Article II – the Corporation’s primary and secondary purposes.
8. Also bring something that will entertain you while waiting. A newspaper or magazine, headset or maybe your unfinished work will do. Normally it will take 30 minutes to 1 hour of waiting per transaction, depending on the quantity of application. In my experience, the longest time that I’ve been waiting at the SEC office is one whole day, believe or not. The upside is that there is a television set in every office that I’ve been dealing with that time.
9. Do not leave your application because once it has been called by the processor for a couple of times and there is no response from you, your application will proceed to the Corporation & Partnership Registration and Monitoring Division (CPRMD) Director. CPRMD Director will invite you to his office and will ask you for an explanation on why you were not there, and believe me it’s not that good. You must convince him that your absence is very reasonable before he will give you your application.
• The reason why I said mentioned this is because it happened to me before. It is better to wait than be called in by the Director.
10. Lastly bring lots of patience. Voilà, you’re ready to deal/transact with the SEC Office
Download the Ultimate Guide to Registering Your Business here.