SEC Registration in the Philippines

Local and foreign investors that intend to establish corporations, partnerships or associations in the Philippines are required to register their business entities with the Securities and Exchange Commission (SEC) before they can conduct business activities and participate in the country’s securities market to buy or trade shares of stock, bonds, interests in a company, and other types of financial assets.

SEC is the national government regulatory agency tasked with supervising the corporate sector in the Philippines. It is also mandated to formulate policies and recommendations on issues concerning the securities market as well as advise Congress and other government agencies on all aspects of the securities market.  

Registering your business with SEC is mandatory not only to legitimize its juridical entity but also to enable it to legally engage in business, issue receipts, trade financial assets, and be entitled to certain rights under the country’s corporate and investment laws.

Provided under Section 3 of Presidential Decree No. 902-A, the SEC has absolute jurisdiction, supervision, and control over all corporations, partnerships, and associations that are grantees of primary franchises and licenses or permits issued by the government.

Registration Process for Businesses Required to Register with SEC

The specific list of SEC registration requirements vary depending on the type of business entity you want to register as well as the nature of activities and type of enterprise you plan to undertake, but it is a general requirement to undergo the following processes to obtain a Certificate of Registration from SEC:

• Secure a unique business name (you can reserve your business name through SEC’s online services portal – the SEC i-View [https://ireport.sec.gov.ph/iview/index.html])
• Accomplish an Application Form from SEC  
• Draft the necessary documents required for the specific business entity you plan to register, which are as follows:
  • Articles of Incorporation and By-laws
  • Treasurer’s Affidavit
• Deposit the minimum paid-up capital requirement
• Obtain necessary licenses or permits from appropriate government agencies (for regulated industry sectors and business activities)

Types of Business Entities Required to Register with SEC

Stock Corporations (for-profit business entities which have shareholders who hold ownership of the corporation through shares of stock)

Types:

• Domestic Corporations
• Resident Foreign Corporations
  • Branch Office
  • Representative Office
  • Regional Headquarters (RHQ)
  • Regional Operating Headquarters (ROHQ)

Non-Stock Corporations (non-profit business entities which do not issue stocks and distribute dividends to their members)

Types:

• Non-Governmental Organizations (NGOs)
• Foundations
• Associations
• Religious Organizations

Partnerships (for-profit business entities established by two or more persons who share management and profits among themselves)

Types:

• General Partnership
• Limited Partnership

State Powers and Functions of SEC

The SEC shall act with transparency and have the powers and functions provided by the following laws:

• Securities Regulation Code (Republic Act 8799)
• Corporation Code of the Philippines (Batas Pambansa 68)
• Presidential Decree No. 902-A, as amended (except for sections repealed by RA 8799)
• Investment Houses Law (Presidential Decree 129 as amended by RA 8366)
• Investment Company Act (RA 2629)
• Financing Company Act (RA 5980 as amended by RA 8556)
• Credit Information System Act (RA 950)

Pursuant to Section 5 of the Securities Regulation Code, the major powers and functions of SEC shall include the following:

• Approve, reject, suspend or revoke registration license applications;
• Regulate, investigate or supervise the activities of entities under its jurisdiction to ensure compliance;
• Enlist the aid and support of enforcement agencies of the government, civil or military as well as any private institution, corporation, firm, association or person in the implementation of its powers and functions;
• Compel the officers of any registered corporation or association to call meetings of stockholders or members thereof under its supervision;
• Impose sanctions for the violation of laws, rules, regulations, and orders; and
• Suspend, or revoke, after proper notice and hearing the franchise or certificate of registration of corporations, partnerships or associations, upon any of the grounds provided by law.