Verifying Company Legitimacy in the Philippines
A Comprehensive Legal Guide to SEC and DTI Records (2025 edition)
In Philippine practice, “Is this business really registered?” is the single most common due-diligence question. The answer depends on which government registry should contain the firm’s “birth certificate.” For most entities that is either the Securities and Exchange Commission (SEC) or the Department of Trade and Industry (DTI).
1. Why “legitimacy” matters
| Risk if unregistered | Typical consequence under Philippine law |
|---|---|
| Contracts may be unenforceable | Art. 1318 Civil Code & Sec. 22 RCC; contracts of a non-existent corp. are voidable |
| Tax avoidance or evasion | Sec. 236, 258, 260 NIRC; criminal and administrative penalties |
| Investor or consumer fraud | Sec. 73, 158-165 Securities Regulation Code (SRC) & Art. 50 Consumer Act |
| Personal liability of owners | “Doctrine of corporation by estoppel” – Sec. 21 RCC |
| Closure by regulators | Sec. 144 RCC; DTI Dept. Admin. Order 18-07 |
2. Two principal registries and what they cover
| Registry | Governing law | Entities covered | Legal personality? | Proof document |
|---|---|---|---|---|
| SEC | Revised Corporation Code of 2019 (RA 11232); Partnership Act; SRC; special laws (e.g. FinCo Act) | Domestic & foreign corporations, one-person corporations (OPC), partnerships, foundations, associations, lending/financing companies, listed firms | Yes – separate juridical personality upon issuance of the Certificate of Incorporation/Registration (Sec. 19 RCC) | Certificate of Incorporation/Registration + annual General Information Sheet (GIS) |
| DTI – Business Name Registration System (BNRS) | Business Name Law (Act 3883, as amended); DTI DAO 18-07 | Sole proprietorships using a trade/business name | No – BN confers name protection, not juridical personality; personality comes from the owner | Certificate of Business Name Registration (valid 5 years, renewable) |
Mnemonic: SEC = Separate Entity Created; DTI = Trade name Identified.
3. Verifying SEC-registered entities
Locate the registration number. It should appear on the company letterhead, contracts, receipts, or website (Sec. 17 RCC).
Search official databases. Since March 2024 all public searches are in SEC’s unified portal: “SEC i-View/Express”
- Input the exact or partial name or the SEC Registration No.
- The result shows Company Status (
Live,Revoked,Dissolved,Suspended) and the date of latest GIS/AFS filing.
Download filings (optional but recommended).
- GIS confirms the current directors, officers, and authorized representatives.
- AFS reveals capital structure and solvency.
Check special licenses.
- Lending/Financing Company → must have a separate Certificate of Authority to Operate (FinCo Act 2016).
- Investment company, broker-dealer, crowdfunding portal → must hold an SEC secondary license under the SRC.
Review SEC Advisories.
- The Enforcement and Investor Protection Dept. (EIPD) posts warnings; appearing here is a major red flag.
Cross-verify dissolution or revocation
- A corporation fails to submit its GIS or AFS for 6 years → revoked (Sec. 177 RCC).
- Voluntary dissolution requires (a) stockholder approval and (b) SEC approval; a notice appears in the portal.
4. Verifying DTI-registered business names
Obtain the Business Name (BN) or Reference Code. These must appear on official receipts per BIR Rev. Reg. No. 18-2012.
Go to the DTI BNRS Public Search. Enter the exact BN. The system returns:
- Owner’s full name & address
- BN validity period (date issued – date of expiry)
- Scope (
Barangay,City/Municipality,Regional,National)
Examine expiry & renewal.
- Operating with an expired BN is illegal (DAO 18-07 §11) and LGUs will not renew the mayor’s permit.
Understand the limits:
- BN does not grant exclusivity beyond scope, does not create separate personality, and does not substitute for LGU or BIR permits.
Check for administrative sanctions.
- DTI may cancell a BN for misleading names (“SEC-style Corp.”), foreign words implying corporate status, or violations of intellectual-property rights.
5. Beyond SEC & DTI – completeness of due diligence
| Document | Issuing body | Why you should inspect |
|---|---|---|
| BIR Certificate of Registration (Form 2303) & Authority-to-Print | Bureau of Internal Revenue | Confirms TIN, VAT/non-VAT status, official receipt validity |
| Mayor’s/Business Permit & Barangay Clearance | LGU | Confirms local compliance; shows exact operating address |
| Social Security System (SSS), PhilHealth, Pag-IBIG registration | Respective agencies | Needed if >1 employee; non-registration flags labor compliance issues |
| Peza or BOI registration | PEZA / Board of Investments | For tax incentives; important in tech and manufacturing sectors |
| Industry-specific certificates | e.g. FDA License-to-Operate, Insurance Commission license | Determines if business may legally sell regulated products/services |
6. Common red flags
- Mismatch between SEC GIS officers and the people signing contracts.
- Recently revoked status but still soliciting investments.
- DTI BN expired yet still printing ORs.
- Logo implies “corporation” but entity is only a BN.
- No BIR ORs or receipts lack the mandatory 12-digit TIN.
- Promised returns that trigger the Howey test (investment contract) yet no SEC secondary license.
7. Legal remedies against illegitimate entities
| Scenario | Appropriate action | Governing rule |
|---|---|---|
| Fraudulent solicitation of investments | File complaint with SEC-EIPD; criminal liability under Sec. 73, 158 SRC | Securities Regulation Code |
| Unregistered lending operations | SEC may issue cease and desist order + P2 million fine | Lending Company Regulation Act |
| Deceptive BN (“Corp.” in name) | DTI cancellation; possible criminal action under Art. 318 RPC (Other Deceits) | DTI DAO 18-07 |
| Non-registration for tax | BIR closure & fines under Sec. 258-260 NIRC | National Internal Revenue Code |
| Consumer fraud | Complaint with DTI Consumer Protection Group or civil suit | Consumer Act of 1992 |
8. Step-by-step verification checklist
Identify business type:
- Has “Inc.”/“Corp.”/“OPC”/“Partnership”? → SEC
- Personal or trade name only (“Juan’s Eatery”)? → DTI
Retrieve registration document (ask the entity for a PDF copy).
Cross-check in SEC or BNRS database.
Obtain GIS or BN details; match with ID of signatories.
Look for secondary licenses if activity is regulated.
Confirm tax & LGU compliance.
Search court dockets (e-Courts, RTC, NLRC) for pending cases.
Evaluate financial health (AFS) and corporate term.
Review SEC Advisories / DTI Consumer Alerts.
Document everything – screenshots, certified copies, notarized digests.
9. FAQs (Frequently Litigated Questions)
| Question | Short answer | Key citation |
|---|---|---|
| Can a dissolved corporation still sue or be sued? | Yes, but only within 3 years from SEC issuance of the Certificate of Dissolution. | Sec. 139 RCC |
| Is an online seller required to register with SEC/DTI? | Yes. E-commerce is still “doing business.” Choice of SEC vs. DTI depends on form of organization. | DTI DAO 21-09 |
| Does a DTI-registered BN protect my trademark? | No. You must file a separate application with the IPOPHL under RA 8293. | IP Code |
| What if the BNRS search says “no record found” but the business shows a certificate? | The certificate may be fake or expired prior to digital migration (pre-2015). Ask DTI for manual verification. | DAO 18-07, Sec. 9 |
| Can foreigners own 100 % of a DTI-registered sole proprietorship? | Generally no. Sole proprietorship must be owned by a Filipino; otherwise register a corporation under the Foreign Investments Act. | RA 7042 Sec. 2-3 |
10. Key legislative and regulatory texts (quick reference)
- Revised Corporation Code of the Philippines (RA 11232, 2019)
- Securities Regulation Code (RA 8799, 2000)
- Business Name Law (Act 3883, as amended by RA 4147 & BP 33)
- DTI Department Administrative Order 18-07 (2018 BN regulations)
- Lending Company Regulation Act (RA 9474, 2007)
- National Internal Revenue Code (NIRC, as amended)
- Consumer Act (RA 7394, 1992)
- Foreign Investments Act (RA 7042, as amended by RA 11647, 2022)
11. Practical tips for clients and counsel
- Always ask for the SEC “Blue Seal.” Corporations can request a blue-sealed certified true copy of their Certificate of Incorporation—highly reliable evidence in court.
- Remember the five-year rule for BN renewal. Put the expiry date in your tickler file.
- Verify before you notarize. Notarial rules require the lawyer-notary to check the signatory’s authority; online SEC/DTI searches take less than five minutes.
- Watch for spelling variations. “JUAN TRADING CO.” vs. “JUAN TRADING COMPANY, INC.”—very different entities!
- Screenshot all database hits with the timestamp; SEC portals display the Philippine Standard Time at the footer—handy evidence.
12. Conclusion
Verifying Philippine company legitimacy is binary but not trivial: you simply match the entity to the correct registry—but you must also read what the registry really says about its status, authority, and life cycle. The SEC and DTI systems now provide near-real-time public data; the onus is on lawyers, investors, and consumers to use them. Diligence done before signing is far cheaper than litigating later against a non-existent counter-party.