How to Register a Corporation with SEC

The first step in registering a corporation is to reserve your proposed company name through the SEC Company Registration System (CRS) at crs.sec.gov.ph. The proposed name must be distinguishable from existing registered corporate names and must not be misleading, deceptive, or contrary to public policy.

The name reservation ensures that no other entity can register the same or a confusingly similar name while you prepare your incorporation documents. The reservation is valid for thirty (30) days from the date of approval and may be renewed once for another thirty (30) days.

• Create an account or log in to the SEC Company Registration System (CRS) at crs.sec.gov.ph
• Navigate to the "Name Reservation" or "Name Verification" section
• Enter your preferred company name — you may submit up to three (3) proposed names in order of preference
• The system will automatically check if the proposed name is available and not similar to existing registered names
• Pay the name reservation fee of ₱100 per proposed name through the available online payment channels
• Wait for SEC confirmation — name reservations are typically approved within one (1) to two (2) working days
• Once approved, you will receive a Name Reservation Confirmation that is valid for 30 days

The Articles of Incorporation (AOI) is the charter document that creates the corporation. It defines the fundamental attributes of the corporation including its name, purpose, principal office address, term of existence, capital structure, and the names and details of the incorporators. The By-Laws, on the other hand, govern the internal operations of the corporation, including the rules for meetings, election of directors and officers, and other corporate procedures.

Under the Revised Corporation Code, the Articles of Incorporation must contain the following information:

• Corporation Name: The exact name as reserved with the SEC, including the suffix "Corporation," "Corp.," "Incorporated," or "Inc."
• Specific Purpose(s): The primary and secondary purposes for which the corporation is being organized — must be lawful and not contrary to government regulations
• Principal Office Address: The specific address of the corporation's principal office in the Philippines, including city or municipality and province
• Term of Existence: Under RA 11232, corporations now have perpetual existence unless the articles specify a specific term
• Incorporators' Information: Full names, nationalities, residences, and the number of shares subscribed by each incorporator
• Directors/Trustees: The names, nationalities, and residences of the initial directors or trustees who will serve until successors are elected
• Authorized Capital Stock: The total number and par value of shares the corporation is authorized to issue, divided into classes if applicable
• Subscribed Capital Stock: The total shares subscribed at the time of incorporation (at least 25% of authorized capital stock)
• Paid-Up Capital: The amount actually paid upon incorporation (at least 25% of subscribed capital, or at least ₱5,000 for corporations with no minimum capital requirement)
• Treasurer-in-Trust: The name of the person designated as Treasurer-in-Trust who will receive and hold the paid-up capital

The By-Laws should include provisions on: the time, place, and manner of calling regular and special meetings of shareholders and directors; required quorum for meetings; manner of election of directors and officers; duties of directors and officers; compensation of directors; time for holding annual elections; and penalties for violations of the By-Laws.

Before filing your registration documents, the Treasurer-in-Trust must open a bank account in the name of the corporation "In Trust For" (ITF) and deposit the paid-up capital. The bank will issue a Certificate of Bank Deposit (also called a Bank Certificate) confirming that the required paid-up capital has been deposited. The Treasurer-in-Trust must also execute a Treasurer's Affidavit attesting to the receipt and custody of the paid-up capital.

The capital requirements for a stock corporation under the Revised Corporation Code are:

• Subscribed Capital: At least 25% of the authorized capital stock must be subscribed at the time of incorporation
• Paid-Up Capital: At least 25% of the total subscription must be paid upon incorporation
• Minimum Paid-Up: The paid-up capital must not be less than ₱5,000 for corporations with no specific minimum capital requirement under special laws
• Visit any authorized bank (BDO, BPI, Metrobank, Land Bank, PNB, etc.) and open a savings or current account in the name of "[Corporation Name], In Trust For (ITF) by [Treasurer's Name]"
• Deposit the required paid-up capital amount and request a Bank Certificate of Deposit addressed to the SEC
• The bank certificate should state the exact amount deposited, the account name, account number, and the date of deposit
• Execute the Treasurer's Affidavit (SEC standard form) before a notary public, attesting that the subscribed capital has been paid and received

Once all your documents are prepared and your paid-up capital is deposited, you can now proceed to register your corporation online through the SEC Company Registration System (CRS). The SEC has fully digitized the registration process, and most transactions can be completed online without needing to visit a physical SEC office.

1. Log in to the SEC CRS portal at crs.sec.gov.ph using your account credentials
2. Select the registration type: "Stock Corporation" (or the applicable type for your entity)
3. Fill out the online application form with all required information including the corporation name (as reserved), purpose, principal office address, capital structure, and incorporator details
4. Upload the required documents in PDF format: Articles of Incorporation, By-Laws, Treasurer's Affidavit, Bank Certificate of Deposit, and other supporting documents
5. Review all the information entered and documents uploaded to ensure accuracy and completeness
6. Submit the online application — the system will generate an application reference number for tracking
7. Wait for the SEC examiner to review your application — you will receive email notifications regarding the status of your application, including any deficiency notices or requests for additional documents
8. If there are deficiencies, address them promptly by uploading the corrected or additional documents through the CRS portal within the prescribed period

After your application has been reviewed and found to be in order, the SEC will issue an Order of Payment specifying the registration and filing fees. The fees are computed based on your corporation's authorized capital stock. You must pay the fees within the prescribed period to avoid cancellation of your application.

The registration fees for a stock corporation consist of:

• Filing Fee: 1/5 of 1% (0.2%) of the authorized capital stock, with a minimum of ₱2,000
• Legal Research Fee (LRF): 1% of the filing fee
• Name Reservation Fee: ₱100 (if not yet paid during the name reservation step)
• Articles of Incorporation Fee: Included in the filing fee computation
• By-Laws Fee: Included in the filing fee computation
• Payments can be made through the SEC online payment portal via credit/debit card, GCash, Maya, bank transfer, or over-the-counter at partner banks
• You may also pay at the SEC Cashier Window at the SEC Main Office (EDSA Greenhills, Mandaluyong City) or at any SEC Extension Office
• After payment, upload the proof of payment to the CRS portal for verification

Once your documents have been approved and fees have been paid, the SEC will issue the Certificate of Incorporation. This certificate officially recognizes your corporation as a juridical person with a separate legal personality from its incorporators, directors, officers, and shareholders. The corporation gains the right of succession and may now enter into contracts, acquire property, sue and be sued, and exercise all powers granted by law and its articles of incorporation.

• The Certificate of Incorporation is generated electronically and can be downloaded from the CRS portal
• The certificate contains the SEC Registration Number (Company Registration Number) which uniquely identifies your corporation
• Print multiple copies of the certificate as you will need it for various post-registration requirements
• Processing time is typically three (3) to seven (7) working days after submission of complete documents and payment of fees, though it may vary depending on the volume of applications
• For applications filed through SEC Express lanes or special processing windows, the turnaround may be faster (1-3 working days)
• The corporation legally exists from the date of issuance of the Certificate of Incorporation

After obtaining your Certificate of Incorporation from the SEC, your corporation must register with several other government agencies before it can legally commence business operations and hire employees. These post-registration requirements are mandatory and must be completed promptly.

• Bureau of Internal Revenue (BIR): Register for a Tax Identification Number (TIN) for the corporation, register your books of accounts, and obtain Authority to Print (ATP) official receipts and invoices. File BIR Form 1903 (Application for Registration for corporations) at the Revenue District Office (RDO) where the principal office is located.
• Local Government Unit (LGU) — Business Permit: Apply for a Mayor's Permit or Business Permit at the city or municipal hall where your principal office is located. Requirements typically include the SEC Certificate of Incorporation, BIR registration, barangay clearance, zoning clearance, fire safety inspection certificate, and lease contract or proof of office address.
• Social Security System (SSS): Register as an employer with the SSS if your corporation will have employees. Submit the SSS Employer Registration Form (R-1) along with the SEC Certificate of Incorporation and the list of employees.
• Philippine Health Insurance Corporation (PhilHealth): Register as an employer with PhilHealth to ensure your employees have mandatory health insurance coverage. Submit the PhilHealth Employer Registration Form (ER1) along with the SEC registration documents.
• Home Development Mutual Fund (Pag-IBIG / HDMF): Register as an employer with Pag-IBIG Fund for mandatory employee savings and housing loan contributions. Submit the Pag-IBIG Employer Registration Form along with required supporting documents.
• Barangay Registration: Obtain a Barangay Business Clearance from the barangay where the corporation's principal office is situated. This is a prerequisite for the Mayor's Permit application.