1. Introduction

In the Philippines, most formal non-profit organizations (NPOs) operate as non-stock corporations registered with the Securities and Exchange Commission (SEC). For donors, government agencies, partners, and even beneficiaries, verifying the SEC registration status of a non-profit is a critical due-diligence step.

This article explains, in a Philippine legal context:

How non-profit entities are structured and regulated
What SEC registration means in law
What “status” can look like (active, suspended, revoked, delinquent, etc.)
The practical ways to check that status
How to interpret documents and avoid common pitfalls

This is general information only and not a substitute for legal advice tailored to a specific organization.

2. Legal Framework for Non-Profit Organizations

2.1 Non-stock corporations under the Revised Corporation Code

Most formal NPOs in the Philippines are organized as non-stock corporations, governed by the Revised Corporation Code of the Philippines (RCC, Republic Act No. 11232), which superseded the old Corporation Code.

Key points:

A non-stock corporation is organized not for profit, and any income is not distributable as dividends to members, trustees, or officers.
It is formed for purposes such as charitable, religious, educational, cultural, social, professional, civic, or similar activities.
It acquires juridical personality only upon issuance of a Certificate of Incorporation by the SEC.

Thus, checking whether an NPO is “legitimate” often starts with confirming that the SEC has indeed granted it juridical personality.

2.2 Foundations, religious corporations, NGOs, and others

Within the universe of non-stock corporations, Philippine law and regulations recognize various sub-categories, such as:

Foundations – generally non-stock, non-profit corporations with dedicated assets for specific charitable or public purposes, subject to stricter capital and governance rules.
Religious corporations – special forms (e.g., corporations sole, religious societies) recognized under the RCC and pre-existing law.
Non-governmental organizations (NGOs) / people’s organizations (POs) – often organized as non-stock corporations, though some networks may be unincorporated.

In almost all cases where the NGO is a corporation, SEC is the primary corporate registrar.

2.3 Other registries: SEC vs. DTI, CDA, DOLE, etc.

A frequent source of confusion is the difference between SEC and other registries:

DTI – registers business names for sole proprietorships (for-profit, single owner), not non-stock corporations.
CDA (Cooperative Development Authority) – registers cooperatives, including some that are effectively member-benefit or community-oriented but not “non-stock corporations.”
DOLE – may register workers’ associations, trade unions, and similar entities.
Local government units (LGUs) – issue business permits and community tax certificates, but these are not substitutes for SEC registration.
BIR – issues Tax Identification Numbers (TINs) and may grant tax exemptions or donee institution status, but BIR is not a corporate registrar.

So when your concern is whether a non-profit corporation exists and is in good standing as a corporation, the relevant registry is SEC.

3. Why Checking SEC Registration Status Matters

Checking SEC status is not just a formality. It goes to multiple legal and practical concerns:

Existence of the corporation
- A non-stock corporation exists as a juridical person only upon SEC registration.
- If there is no SEC registration (and the entity claims to be a corporation), it may not have legal personality.
Authority to enter into contracts
- Grants, MOUs, leases, service agreements, and employment contracts are generally executed in the name of the corporation.
- If SEC status is revoked or the corporation never existed, contracts may be exposed to legal challenge.
Governance and accountability
- SEC requires filings like the General Information Sheet (GIS) and audited financial statements (AFS) for transparency and governance.
- Failure to file these can lead to delinquent status, suspension, or revocation.
Tax and regulatory compliance
- For BIR tax benefits (e.g., income tax exemption for certain non-profit entities, or donee status), SEC recognition as a valid non-stock, non-profit corporation is often a baseline requirement.
- Government agencies and private donors frequently require SEC documents before releasing funds.
Fraud prevention and due diligence
- Fraudulent groups sometimes misuse SEC registration numbers, claim to be “registered,” or present outdated documents.
- Checking current status helps detect organizations whose registrations have been revoked or suspended.

4. Understanding SEC Corporate “Status”

When you “check SEC status,” you are usually trying to determine several things:

Is the corporation registered?
- Does a corporation with this exact name exist on the SEC register?
- Does the SEC database recognize its SEC Registration Number?
What is its current legal status? Typical statuses (terminology may vary in official outputs) include:
- Active / In Good Standing – the corporation currently exists and is generally compliant.
- Delinquent – often due to failure to submit required reports (e.g., GIS, AFS) within prescribed periods, under the RCC.
- Suspended – SEC may suspend corporate powers for violations, non-compliance, or certain infractions.
- Revoked – the SEC has revoked the certificate of registration (e.g., for prolonged non-compliance, serious violations, or certain illegal activities).
- Dissolved – the corporation has undergone voluntary or involuntary dissolution and has ceased to exist (subject to winding up).
Is the corporation subject to sanctions or advisories?
- SEC may issue advisories, cease-and-desist orders (CDOs), or similar actions, especially against entities engaged in unauthorized public investment solicitation.
- For NPOs, this is less common but not impossible, particularly where alleged activity blurs into fundraising that resembles securities offering.
Is the corporation’s identity consistent?
- Has it changed its corporate name?
- Are the names of trustees, incorporators, and officers consistent with what the organization is claiming?

5. Key SEC Documents for Non-Profits

To check status, you should understand the main SEC documents that relate to a non-stock, non-profit corporation.

5.1 Certificate of Incorporation

This is the foundational proof that the entity is registered.

Typical contents:

Corporate name
SEC Registration Number
Date of registration
Citation of the law under which it is organized (now the RCC)
The SEC’s seal and authorized signature

Red flags:

Blurry, obviously edited scans or PDFs
Misspelled corporate name or unusual formatting
Certificate date inconsistent with the organization’s claimed history

5.2 Articles of Incorporation and By-Laws

These documents provide the legal “constitution” of the corporation:

Primary and secondary purposes (e.g., charitable, educational, religious, etc.)
Principal office address
Names of incorporators and initial trustees
Capital structure for stock corporations (not usually applicable for pure non-stock).

If you’re checking whether an entity is truly non-profit, its purposes clause and non-distribution provisions in the Articles and By-Laws are crucial.

5.3 General Information Sheet (GIS)

The GIS is usually filed annually, and it contains:

Names, addresses, and nationalities of trustees/directors and officers
Information on members (for some types)
Updates to the principal office
Other basic data

For due diligence, reviewing the most recent GIS is important because it shows the current leadership and whether the corporation has been filing regularly.

5.4 Audited Financial Statements (AFS)

For non-profits, the AFS:

Shows sources of funds (donations, grants, membership dues, etc.)
Shows uses of funds (program expenses vs. admin costs)
Demonstrates compliance with financial reporting responsibilities

Persistent failure to lodge AFS with the SEC can lead to enforcement action and affect status.

5.5 SEC Certification as to Status / Corporate Existence

SEC can issue official certifications indicating:

Whether a corporation is duly registered
Its date of registration
Whether its registration is in force, suspended, revoked, or dissolved
Sometimes additional notations regarding name changes or amendments

This SEC certification is often the most authoritative document a third party can rely on when assessing status.

6. Practical Ways to Check SEC Registration Status

In practice, there are several complementary approaches. Ideally, you combine them for a more reliable picture.

6.1 Ask the organization for SEC documents

This is often the quickest first step:

Request from the non-profit:
- SEC Certificate of Incorporation
- Latest GIS
- Latest AFS filed with SEC
- Any SEC certifications or licenses relevant to its operations (e.g., as a foundation).
Examine the documents:
- Confirm that the corporate name matches exactly the name used in correspondence, contracts, and marketing materials.
- Note the SEC Registration Number and registration date.
- Check whether the GIS year and AFS periods are recent (e.g., not several years out of date).
- Check for major discrepancies between the leadership team they present publicly and those listed in the GIS.
Cross-verify:
- Use the SEC Registration Number and exact corporate name as key identifiers when dealing with SEC or other agencies.

Limitations: These are self-provided documents. A dishonest organization could:

Present outdated or superseded documents
Use a certificate from a different but similarly named entity
Edit scans to misrepresent information

Hence the importance of independent verification with SEC.

6.2 Use SEC’s public corporate records / inquiries

SEC maintains corporate records that are, by default, public. While specific channels, systems, and interfaces change over time, the general pattern is:

Researchers, partners, and the general public may inquire with SEC using:
- Corporate name
- SEC Registration Number
- Other identifying information

Possible modes (conceptually):

Online corporate search or registry interface, where available.
Email or written requests to SEC offices.
Walk-in inquiries at SEC Head Office or Extension/ Satellite Offices.

In many cases, SEC can confirm at least:

Whether the corporation is registered
Whether it is active, suspended, revoked, dissolved, or delinquent
Any name changes on record

If SEC offers an online lookup tool, you can input the exact corporate name or registration number and check the returned status. Always ensure the website or portal you use is the official SEC platform to avoid phishing or misinformation.

6.3 Requesting Certified True Copies and Status Certifications

For more formal due diligence (e.g., large grants, international funding, or government procurement), you may need official SEC documents, such as:

Certified true copy (CTC) of:
- Articles of Incorporation
- By-Laws
- Amendments
- Latest GIS and AFS on file
SEC Certification as to Corporate Existence/Status

Generally, the process involves:

Preparing basic information: exact corporate name, SEC Registration Number (if known), and type of document requested.
Filing a request with SEC (via the procedure currently prescribed—over-the-counter or via designated systems).
Paying fees for search, certification, and CTC issuance.
Waiting for processing, then claiming or receiving the documents.

The resulting certification is a primary legal proof of status and is widely recognized by other agencies and courts.

6.4 Cross-checks with other government agencies and partners

Although SEC is the main corporate registrar, you can also indirectly confirm operational legitimacy via:

BIR – for confirmation of TIN, tax exemption rulings, or donee institution status.
DSWD, DepEd, CHED, DOH, etc. – some NPOs require accreditation or MOUs with sector-specific agencies.
LGUs – may confirm if the corporation has applied for and holds local permits at its listed principal office.

A mismatch—such as an SEC-registered entity but no trace of local permits despite a long operational history—may call for closer scrutiny.

7. Special Categories and Considerations

7.1 Foundations

Foundations generally face stricter SEC oversight, such as:

Minimum initial contribution or capital requirements
Specific purposes that must benefit the public
Additional financial reporting expectations

When checking a foundation:

Confirm that it is indeed registered as a foundation in SEC records, not merely styled as one in its marketing.
Examine whether SEC has issued any special licenses or clearances and whether these remain valid.

7.2 Religious organizations

Religious corporations (e.g., corporation sole, religious societies):

May have distinct formation and governance rules under the RCC.
Still rely on SEC registration for corporate personality.

When verifying such entities, pay attention to:

The type of religious corporation recorded.
The representative (e.g., bishop, minister) named in the Articles for corporations sole.

7.3 Foreign NGOs

Foreign non-profit organizations that wish to operate in the Philippines often must:

Register with SEC as a foreign corporation (non-stock, non-profit), or
Establish a Philippine affiliate or branch subject to SEC rules.

Checking their status includes:

Confirming whether they are registered as a foreign corporation or through a local affiliate.
Reviewing any SEC licensing or restrictions tied to foreign ownership or operations.

8. Common Pitfalls When Checking SEC Status

Relying only on the presence of a certificate
- A certificate proves that the entity was once registered. It does not automatically prove it is still active and in good standing.
Ignoring name variations
- Minor differences (e.g., “Inc.” vs. “Foundation, Inc.”, or additional words like “of the Philippines”) may correspond to entirely different corporations.
- Always use the exact corporate name from official documents when making SEC inquiries.
Confusing SEC registration with tax exemption
- Being SEC-registered as a non-stock, non-profit corporation does not automatically mean it is exempt from all taxes.
- BIR has separate rules and requirements for income tax exemption and donee status.
Assuming unregistered organizations are “illegal” in all respects
- Some informal groups (e.g., community associations, small church groups) may lawfully operate without incorporating.
- However, they must not misrepresent themselves as SEC-registered corporations or engage in regulated activities (e.g., securities offering) without appropriate authority.
Not checking for SEC advisories or enforcement actions
- An entity may remain technically registered but be the subject of cease-and-desist orders or public advisories.
- For higher-risk engagements, it’s prudent to check if the name appears in SEC public advisories.

9. Interaction with Other Legal Requirements

Checking SEC status should be integrated into broader due diligence, which may include:

Tax law compliance
- Verifying BIR rulings and registration.
- Confirming if donations are tax-deductible and under what conditions.
Anti-Money Laundering (AML) and counter-terrorism financing (CTF)
- Certain NPOs are considered vulnerable to misuse for money-laundering or terrorism financing.
- Banks and large donors may conduct enhanced due diligence, including full SEC status verification and beneficial ownership checks.
Data Privacy Act compliance
- Accessing corporate records that include personal data (e.g., names, addresses of trustees) should be handled consistently with the Data Privacy Act, especially when the records are not strictly public.

10. Practical Tips for Key Stakeholders

10.1 For donors (individuals or institutions)

Always request SEC Certificate of Incorporation, latest GIS, and AFS.
For significant donations, obtain an official SEC certification of status.
Cross-check the corporate name and registration number in any contracts or acknowledgments.
For tax-motivated donations, confirm relevant BIR rulings or donee status as well.

10.2 For government agencies and LGUs

Integrate SEC status verification into accreditation and MOA approval processes.
Require recent SEC certifications for substantial funding or partnerships.
Maintain a record of SEC registration numbers in your database of partner organizations.

10.3 For non-profit organizations themselves

Ensure timely filing of GIS and AFS to avoid delinquency or sanctions.
Keep your Articles, By-Laws, and amendments consistent with your actual operations.
Regularly check your own status with SEC, especially after filing major amendments or undergoing internal restructuring.
Educate staff and volunteers on the importance of SEC compliance and document safekeeping.

11. Conclusion

In the Philippine legal system, SEC registration status is the backbone of a non-profit corporation’s legal existence and credibility. For anyone interacting with NPOs—whether as a donor, partner, regulator, or beneficiary—verifying that status is essential due diligence.

Effective checking involves:

Understanding how non-profits are structured under the Revised Corporation Code
Reviewing key SEC documents (Certificate, GIS, AFS, certifications)
Confirming status through SEC’s public records and official certifications
Recognizing the limits and pitfalls of relying solely on self-provided documents
Integrating SEC verification into broader checks on tax, AML/CTF, and sector-specific regulations

Because procedures and systems can evolve, those who need precise, transaction-specific assurance should consult legal counsel or directly coordinate with the SEC for up-to-date requirements and formal certifications.