Checking Company Name Availability for Business Registration in the Philippines
A practitioner‑oriented guide as of July 2025
1. Why a Name Check Matters
Choosing a business name is more than branding—it is a legal prerequisite to registration. Both the Department of Trade and Industry (DTI) and the Securities and Exchange Commission (SEC) will refuse an application if your proposed name is (a) already on record, (b) confusingly similar to an existing one, or (c) contains words that Philippine law reserves for regulated or licensed entities. A failed name check costs time, fees, and sometimes rights to a mark.
2. Governing Laws & Regulations
| Instrument | Key Provisions on Names |
|---|---|
| Republic Act 11232 – Revised Corporation Code (RCC) | §§18–19: every corporation must have a unique, distinguishable name and include the proper corporate suffix (“Inc.,” “Corp.,” “Ltd.,” etc.). |
| DTI Business Name Law (Act No. 3883, as amended) | Requires sole proprietors to register a “business name” distinct from any already registered. |
| SEC Memorandum Circular (MC) No. 13‑2019 | Detailed guidelines on allowable, restricted, and prohibited words for corporate and partnership names. Supplements MC No. 21‑2013, MC No. 5‑2010 (as amended), and MC No. 14‑2019 on One‑Person Corporations (OPCs). |
| IPO Philippines (IPOPHL) Rules on Trademarks | While not mandatory for registration, a trademark search helps avoid later infringement and unfair‑competition suits. |
3. Different Agencies, Different Rules
| Business Form | Name Check Authority | Online System (July 2025) | Remark |
|---|---|---|---|
| Sole Proprietorship | DTI | BNRS Next Gen (https://bnrs.dti.gov.ph) | Registers a business name valid for 5 years; does not confer corporate personality. |
| Partnership (except professional partnerships) | SEC | eSPARC (Electronic Simplified Processing of Application for Registration of Company) with embedded CRS‑Name Verification; post‑approval filings via eFAST | “& Co.” or “Partnership” optional; names of partners may appear. |
| Corporation (stock, non‑stock, OPC) | SEC | eSPARC / CRS / eFAST | Must include an appropriate suffix (“Inc.”, “Corp.”, “OPC,” etc.). |
| Cooperative | Cooperative Development Authority (CDA) | Online Coop Registration System | Adds the word “Cooperative.” |
| Banks / Insurance / Financing | SEC + Bangko Sentral ng Pilipinas / IC | Pre‑clearance from sector regulator required | Words like “Bank,” “Insurance,” “Finance,” “Investment” are regulated. |
4. Substantive Name Rules
Uniqueness & Distinctiveness
- Must not be identical or “confusingly similar.” The SEC uses a Distinguishability Matrix: a proposed name must differ by at least three characters or syllables from any existing entity in the same line of business.
Prohibited & Restricted Terms
- Prohibited—obscene, immoral, or contrary to public policy; words implying illegal activity.
- Restricted—“Bank,” “Trust,” “Insurance,” “University,” “Architect,” “Engineer,” “CPA,” “Foreign,” “National,” “Investment,” etc. These require prior written consent or secondary licensing from the relevant regulator or Professional Regulation Commission (PRC).
Use of Geographic Terms
- Allowed if the business will operate principally in that place and the modifier does not falsely imply government affiliation (e.g., “Philippine National,” “Manila City Hall”).
Corporate Suffix
- Stock corporations: “Corporation,” “Incorporated,” “Corp.,” “Inc.”
- Non‑stock: usually “Foundation,” “Association,” or “Inc.”
- OPCs: must end with “OPC.”
Intellectual‑Property Overlap
- SEC/DTI approval does not grant trademark rights. A separate search (IPO PHL’s TMsearch IPOPHL.gov.ph) is strongly recommended.
5. Step‑by‑Step: DTI Business Name Verification (Sole Proprietorship)
Create an account on BNRS Next Gen.
Search using the Business Name Search tool. Use broad keywords first, then refine.
Observe naming conventions:
- Format: Dominant Name + Descriptor + Qualifier (optional) + Business Structure (e.g., “Jade Garden Catering Services”).
- Prohibited words: “Corporation,” “Cooperative,” “Bank,” suffixes reserved for corporations.
Reserve & Pay. Fees depend on territorial scope:
- Barangay ≈ ₱200
- City/Municipality ≈ ₱500
- Regional ≈ ₱1,000
- National ≈ ₱2,000
- 2% Documentary Stamp Tax (DST).
Receive your Certificate of Business Name Registration (CBNR) instantly in PDF.
Validity & Renewal: 5 years, renewable within 6 months before expiry (and 90 days grace after).
6. Step‑by‑Step: SEC Name Reservation & Verification (Corporations/Partnerships)
Register or log in to eSPARC (https://espsec.gov.ph).
Name Verification (NV)
- Enter at least three alternative names ranked by preference.
- System performs an immediate similarity check against the SEC registry.
Upload Supporting Documents if you use restricted words (e.g., BSP endorsement for “Bank,” PRC license for “Engineering”).
Assessment & Payment
- Name Reservation Fee: ₱100 per 30‑day reservation. Renewable twice (total 90 days).
- Pay via eSPARC’s online payment gateway or accredited banks.
Download the Name Reservation/Verification Confirmation. This must be included in the Articles of Incorporation.
Proceed to full registration within the reservation period via eSPARC modules (One‑Day Submission and E‑Registration [OneSEC] for simple stock subs, or Regular Module for more complex setups).
Post‑Approval Notice: After the Certificate of Incorporation is issued, file the company’s initial report (e.g., GIS) through eFAST within 30 days.
7. Common Pitfalls & How to Avoid Them
| Pitfall | Mitigation |
|---|---|
| Relying only on Google/Facebook search | Always use official databases (BNRS, eSPARC) for clearance. |
| Forgetting trademark conflicts | Cross‑check IPOPHL’s TM database; consider filing an Intent‑to‑Use mark early. |
| Expired reservation lapsing | Calendar reminders—only 30 days per reservation. Two extensions maximum. |
| Adding restricted words without proof | Secure regulator endorsement or professional license before submitting. |
| Assuming DTI name ≈ SEC name | A DTI business name does not guarantee availability with the SEC; cross‑check if you plan to incorporate later. |
8. Name Reservation vs. Trademark Registration
| Attribute | SEC/DTI Name | Trademark |
|---|---|---|
| Purpose | Satisfies registration requirement; identifies juridical entity | Grants exclusive right to use the mark on goods/services |
| Territory | Philippines only | Philippines (plus Madrid Protocol countries via international filing) |
| Duration | 30‑day reservation; 5‑year DTI business name | 10 years, renewable indefinitely |
| Enforcement | Primarily administrative (SEC/DTI refusal) | Civil, criminal, ADR, BLA proceedings |
9. Practical Tips from Practitioners
- Prepare back‑up names—at least three, ideally five.
- Use distinctive coined words rather than descriptive adjectives (e.g., “Xylora Foods Inc.” will clear faster than “Delicious Food Corporation”).
- Check domain availability (.com, .ph) simultaneously; branding consistency matters.
- Reserve first, spend later—do not print signage or stationery until you hold the official certificate.
- Leverage OneSEC—for standard domestic stock corporations with ≤15 incorporators, no foreign residents, and minimum capital ≤₱10 million, OneSEC can issue a digital Certificate of Incorporation in one day once the name is cleared.
- For One‑Person Corporations: the single stockholder’s surname may appear in the name but is not required; you may use a fantasy name + “OPC.”
10. Frequently Asked Questions
| Q | A |
|---|---|
| Can I reserve a name indefinitely? | No. Maximum is 90 days (initial 30 days + two 30‑day extensions). |
| Does adding “Philippines” make the name unique? | Only if no one else uses that root word in the same industry; the qualifier must still be distinctive. |
| Can two different entities have identical names if in different industries? | SEC practice: identical root names are still disallowed to avoid public confusion, even across sectors. |
| What if my proposed name is rejected? | You may file an appeal with the SEC Company Registration and Monitoring Department (CRMD) within 15 days, citing grounds (e.g., distinct field, prior trademark ownership). |
| Is there a penalty for using an unregistered business name? | DTI: fines up to ₱5,000 + closure. SEC: cease‑and‑desist orders and disgorgement under RCC §162. |
11. Timeline at a Glance
Brainstorm & trademark search – 1 day
DTI/SEC online name search – 15 minutes
Name reservation & payment confirmation – within 24 hours
Full registration processing
- DTI: same day (digital certificate)
- SEC OneSEC: 1 day
- SEC Regular: 3–7 working days (longer if endorsements needed)
12. Key Take‑Aways
- Start early—name clearance is the gating item for every downstream filing.
- Observe the agency‑specific rules (BNRS vs. eSPARC) and suffix requirements.
- Restricted words require prior consent; upload proof with your reservation.
- Trademark rights are separate; consider simultaneous IPOPHL filing.
- Monitor validity periods (30/90 days for reservation; 5 years for DTI names).
Disclaimer: This article is for general information only and is not legal advice. Regulations change; always consult the latest SEC and DTI circulars or a Philippine lawyer specializing in corporate law before acting on this guide.