Applying for an SEC Certificate of No Pending Case can feel confusing because it is not the same as an SEC Certificate of Good Standing, SEC Certificate of No Derogatory Information, NBI Clearance, or a court clearance. In practice, this certificate is usually requested when a Philippine corporation, partnership, foreign corporation, issuer, broker, lending/financing company, or regulated entity must prove that it has no pending case with the Securities and Exchange Commission (SEC), especially before a licensing, registration, public offering, amendment, or regulatory clearance transaction. The usual route is now online through the SEC’s iMessage ticketing system, which routes the request to the proper SEC department. (imessage.sec.gov.ph)

What Is an SEC Certificate of No Pending Case?

An SEC Certificate of No Pending Case is a certification issued by the SEC, usually through the Office of the General Counsel (OGC) and, in some transactions, also through the Enforcement and Investor Protection Department (EIPD). It confirms whether the entity or person covered by the request has a pending case or matter in the SEC office concerned.

This certificate is commonly needed for:

SEC registration statement applications
Capital market transactions
Applications involving securities, REITs, bonds, or public offerings
Regulatory clearances for entities supervised by the SEC
Government bidding or accreditation requirements
Internal due diligence for mergers, acquisitions, bank financing, or investor onboarding
Requests from foreign counterparties involving a Philippine company

SEC issuances for certain securities-registration processes expressly require a certificate of no pending case from the OGC and EIPD, along with other internal clearances such as a certificate of good standing and accounting pre-evaluation clearance. (Grant Thornton Philippines)

What the Certificate Does—and Does Not—Prove

The certificate is useful, but it has a specific scope. It generally tells the requesting party whether there is a pending case in the SEC office or department covered by the certificate.

It does not automatically prove that:

The company has no pending civil case in the regular courts
The company has no labor case with DOLE, NLRC, or NCMB
The company has no tax case with the BIR
The company has no criminal case involving its officers
The company is in good standing with all reportorial requirements
The company has no unpaid SEC penalties
The company has no pending intra-corporate dispute outside the SEC record searched

For example, a buyer conducting due diligence on a Philippine corporation may ask for an SEC Certificate of No Pending Case, but may still separately require court clearances, BIR tax clearance, barangay or mayor’s permit clearances, litigation searches, and a secretary’s certificate on pending intra-corporate disputes.

Legal Basis: Why the SEC Can Issue This Certification

The SEC is the government agency responsible for regulating corporations, partnerships, securities, and capital market participants in the Philippines. Its authority comes mainly from the Revised Corporation Code of the Philippines, Republic Act No. 11232, and the Securities Regulation Code, Republic Act No. 8799. RA 11232 governs corporations and SEC supervision over corporate compliance, while RA 8799 gives the SEC regulatory and enforcement authority over securities and capital market matters. (Lawphil)

The certificate is also connected to the government’s service-delivery rules under the Ease of Doing Business and Efficient Government Service Delivery Act of 2018, Republic Act No. 11032. That law requires government agencies to classify transactions and act within prescribed processing periods for simple, complex, and highly technical transactions, assuming the applicant has submitted complete requirements. (Lawphil)

In practical terms, the SEC can issue the certification because it maintains records of cases, complaints, enforcement actions, and proceedings within its jurisdiction. The certificate is therefore an official statement based on the SEC records checked by the office handling the request.

Which SEC Office Handles the Request?

For the standard Certificate of No Pending Case, the SEC’s iMessage public user manual lists the service under the Office of the General Counsel — Office of the Director as “Request for a Certificate of No Pending Case.” (imessage.sec.gov.ph)

In some regulated transactions, especially securities-related applications, the requesting department may require clearances from both:

SEC Office	What it generally covers
Office of the General Counsel (OGC)	SEC adjudicatory, legal, or case-related records under OGC
Enforcement and Investor Protection Department (EIPD)	Enforcement or investor-protection complaints, investigations, advisories, or related matters
Company Registration and Monitoring Department (CRMD)	Corporate status, good standing, monitoring, reportorial compliance, or derogatory information, when separately required

This distinction matters. If the receiving agency or counterparty specifically asks for “SEC Certificate of No Pending Case from OGC and EIPD,” do not request only an OGC certificate unless the SEC instructs you otherwise.

Before You Apply: Clarify the Exact Certificate Needed

Many applications are delayed because the applicant asks for the wrong SEC document. Before opening a ticket, check the exact wording required by the end-user.

Common SEC certificates that people confuse

Document	Main purpose	Usually requested when
Certificate of No Pending Case	Confirms absence or presence of pending SEC case in the office searched	Securities filings, regulatory clearance, due diligence
Certificate of Good Standing	Shows corporate existence and good standing, subject to SEC records	Business compliance, bank requirements, government accreditation
Certificate of No Derogatory Information	Indicates whether SEC records show derogatory information against the entity	Licensing, permits, government transactions
Affirmative or Negative Certification	Confirms whether a company is registered or not registered with the SEC	Name verification, proof of non-registration, foreign-company documentation
Certified True Copy of SEC documents	Authenticated copies of filings such as Articles, By-Laws, GIS, or AFS	Due diligence, banks, courts, embassies

SEC Express is mainly for requesting plain or authenticated copies of company-related documents such as Articles of Incorporation, By-Laws, GIS, AFS, board resolutions, and similar records. A Certificate of No Pending Case is better requested through the SEC iMessage route because it is a case/legal-service request, not merely a copy of a filed corporate document. (SEC Express System)

Requirements for an SEC Certificate of No Pending Case

The exact requirements may vary depending on the SEC office, the requesting party, and the scope of the certificate. In practice, prepare these documents before filing the request.

Requirement	Practical notes
Letter-request	Address it to the proper SEC office. State the company name, SEC registration number, purpose, and requested scope.
Authority of representative	Use a secretary’s certificate, board resolution, authorization letter, or SPA, depending on who will file and claim.
Valid government-issued ID	Provide IDs of the authorized signatory and representative, if any.
SEC registration details	Include exact corporate name, former name if any, SEC registration number, and principal office address.
Latest GIS or proof of corporate authority	Helpful when the officer signing the request must be verified.
Case details, if applicable	If the request relates to a decided SEC case, include title, docket number, parties, and decision date.
Proof of payment	Pay only after SEC issues a Payment Assessment Form (PAF), unless the SEC gives a different instruction.
Apostilled or authenticated authority documents, if executed abroad	Often needed if a foreign officer signs a notarized authority document outside the Philippines. Confirm with SEC before submission.

For SEC online transactions, an eSECURE account is often needed. The SEC describes eSECURE as the gateway for SEC online services and lists account creation steps requiring a personal email, mobile number, OTP verification, and completion of the eSECURE form. It also lists acceptable IDs such as passport, driver’s license, PhilSys ID, SSS ID, UMID, voter’s ID, postal ID, and PhilHealth ID. (eSECURE)

Step-by-Step Guide to Applying Through SEC iMessage

1. Prepare your letter-request

Your letter should be direct and complete. Avoid vague wording such as “Please issue SEC clearance.” State exactly what you need.

A practical format is:

The undersigned respectfully requests the issuance of a Certificate of No Pending Case for [complete company name], SEC Registration No. [number], for purposes of [state purpose].

Kindly certify whether there is any pending case involving the company within the records of the Office of the General Counsel and, if required, the Enforcement and Investor Protection Department.

Attached are the supporting documents showing the authority of the requesting representative.

Include the following in the letter:

Complete corporate name exactly as registered with the SEC
SEC registration number
Former corporate name, if any
Principal office address
Name and position of the requesting officer
Name and contact details of authorized representative
Purpose of the request
Whether the request is for OGC only or OGC and EIPD
Email address and mobile number for updates

2. Secure proof of authority

If the corporation is applying through an officer or employee, prepare a Secretary’s Certificate or board authorization showing that the person is authorized to request, sign, submit, follow up, pay, and receive the certificate.

If the applicant is an individual or foreign person acting through someone else, prepare a Special Power of Attorney (SPA). If the SPA is signed abroad, it may need apostille or consular authentication before it is accepted in the Philippines, depending on where it was executed and how the SEC wants the document presented.

For foreign use of Philippine public documents, the DFA Apostille system is the usual authentication route. The DFA states that apostille appointments may be booked by the document owner or an authorized representative, and authorized representatives must bring a signed authorization letter and required IDs. (DFA Appointment System)

3. Create or log in to your eSECURE account

Go to the SEC’s eSECURE portal and create an account if you do not yet have one. You will need access to the registered email and mobile number because OTP verification is part of account creation. (eSECURE)

This step matters because the SEC’s iMessage manual instructs users to sign in with eSECURE when opening a ticket.

4. Open a new ticket in SEC iMessage

Go to the SEC iMessage ticketing portal. The SEC iMessage page has options to open a new ticket, check ticket status, view services by department, and sign in. (imessage.sec.gov.ph)

In the iMessage process, the user manual shows these basic steps:

Access the iMessage website.
Click Open a New Ticket.
Agree to the privacy policy.
Sign in with eSECURE.
In the Service field, search for the needed service.
Fill out the form and click Create Ticket.
Monitor the created ticket and its assigned department.

For this request, choose the service that corresponds to:

Office of the General Counsel → Office of the Director → Request for a Certificate of No Pending Case

5. Upload complete supporting documents

Upload clear PDF copies of the letter-request, authority document, valid IDs, and supporting SEC information. Use readable file names, for example:

Letter Request - ABC Corporation - No Pending Case.pdf
Secretary Certificate - Authorized Representative.pdf
Valid IDs.pdf
Latest GIS.pdf

Blurry scans and incomplete authority documents are common causes of delay.

6. Wait for SEC evaluation and respond promptly

After you create the ticket, the system will display the ticket details and assign it to the responsible department.

Monitor the ticket and your registered email. The SEC may ask for:

Additional proof of authority
Clarification of the requested scope
Correct company name or SEC registration number
Updated GIS
Payment instructions
A separate request to another SEC department, if the certificate needed is not within OGC alone

7. Pay only after you receive the Payment Assessment Form

Do not pay based on old blog posts, unofficial fee lists, or another company’s previous request. SEC payments through eSPAYSEC are based on the Payment Assessment Form (PAF) issued by the relevant SEC department, and the payment portal requires a valid PAF reference number before payment can be posted. (espaysec.sec.gov.ph)

The eSPAYSEC process is generally:

Enter the PAF reference number.
Select a payment option.
Proceed to payment.
Download or print the electronic official receipt, if available. (espaysec.sec.gov.ph)

Some payment channels charge convenience or transaction fees, so check the total amount before confirming payment. (espaysec.sec.gov.ph)

8. Submit proof of payment if requested

Some SEC workflows automatically detect successful payments. Others may require you to upload or email proof of payment through the ticket. Keep a copy of:

PAF
Official receipt or electronic official receipt
Validated payment slip, if paid through a bank or over-the-counter channel
Ticket reference number

9. Receive and review the certificate

When the certificate is released, check immediately:

Complete corporate name
SEC registration number
Scope of certification
Date of issuance
Office issuing the certificate
Any qualifying language or limitation
Whether it refers to OGC only or also EIPD, if required

If the end-user required a certificate from both OGC and EIPD, make sure the document actually satisfies that requirement before submitting it.

Fees and Processing Time

Item	What to expect
SEC certification fee	Wait for the SEC-issued PAF. The amount should be based on the transaction assessed by the handling department.
Documentary stamp tax or other charges	May be included if assessed by SEC for the document type. Follow the PAF.
Payment channel fee	May apply depending on eSPAYSEC payment option.
Processing time	Depends on completeness, correct routing, record verification, and whether more than one SEC department must issue clearance.
Practical buffer	Allow several working days, and longer if the certificate is needed for a larger securities filing or if the company has old records, name changes, or possible pending matters.

Under RA 11032, agencies are required to act within prescribed periods based on the classification of the transaction, but the clock is most useful when the request is complete and properly filed. In real SEC practice, delays usually come from incomplete authority documents, wrong service selection, unclear scope, old corporate names, or pending compliance issues. (Lawphil)

Common Problems and How to Avoid Them

Requesting the wrong certificate

If your bank, government agency, or foreign counterparty asks for “no pending SEC case,” do not automatically request a Certificate of Good Standing. Ask whether they need:

OGC Certificate of No Pending Case
EIPD clearance or certification
Certificate of No Derogatory Information
Certificate of Good Standing
Certified true copies of SEC filings

A wrong certificate can be rejected even if it is authentic.

Using an outdated company name

If the company changed its name, merged, converted, or amended its articles, include both the current and former names. This helps the SEC search the correct records.

Not proving authority

The SEC will usually not release sensitive corporate or case-related certifications to a person who cannot show authority. A messenger authorization alone may not be enough if the underlying corporate authority is missing.

Assuming “no pending SEC case” means full legal clearance

A company may have no pending SEC case but still have pending court, labor, tax, customs, immigration, or local government matters. For serious transactions, the SEC certificate should be only one part of a broader due diligence checklist.

Paying before receiving a valid PAF

The eSPAYSEC portal is designed around the PAF reference number issued by SEC departments. Paying without the correct PAF can cause payment-matching problems and delays. (espaysec.sec.gov.ph)

Ignoring MC 28 contact details

SEC Memorandum Circular No. 28, Series of 2020 requires entities under SEC jurisdiction to designate official and alternate email addresses and mobile numbers. The SEC MC28 portal states that submissions are subject to post-evaluation and that false information may lead to administrative sanctions and possible criminal charges. (Mc28 Submission Portal)

If your company’s SEC contact details are outdated, you may miss notices, ticket updates, or compliance communications.

Special Notes for Foreigners and Philippine Companies With Foreign Officers

Foreign directors, shareholders, resident agents, and parent companies often encounter extra document issues.

If the signatory is abroad

If the authorized officer signs the SPA, board document, or corporate authorization abroad, check whether the SEC will require:

Apostille
Philippine consular acknowledgment
Notarization in the foreign country plus authentication
Certified copy of passport or foreign ID
Proof of authority under the foreign company’s governing documents

For documents to be used in the Philippines, the authentication route depends on whether the issuing country is part of the Apostille Convention and whether the document is public, notarized, or corporate in nature.

If the certificate will be used abroad

If the SEC Certificate of No Pending Case will be submitted to a foreign government, bank, buyer, embassy, or court, ask the receiving institution whether it must be apostilled by the DFA. The DFA explains that an Apostille authenticates the origin of a public document, not the truth of the contents, and the DFA appointment system allows filing by the document owner or authorized representative. (Apostille Services)

If the applicant is a foreign corporation licensed in the Philippines

Use the exact SEC-registered name of the foreign corporation, its SEC license or registration number, and the authority of its resident agent or authorized representative. Under MC 28, the designated email and mobile numbers are controlled by the corporate secretary, resident agent of a foreign corporation, managing partner, individual, or duly authorized representative, depending on the entity type. (UP College of Law)

Practical Checklist Before Filing

Before clicking “Create Ticket,” make sure you have:

Correct SEC service selected
Letter-request signed by the proper person
Exact SEC-registered company name
SEC registration number
Purpose of request
Scope: OGC only, EIPD only, or both
Secretary’s certificate, board resolution, SPA, or authorization letter
Valid IDs
Latest GIS or proof of corporate authority, if helpful
Former company names, if any
Case title and docket number, if related to a specific case
Working email and mobile number
Clear PDF copies of all attachments

Sample Letter-Request

[Date]

Office of the General Counsel
Securities and Exchange Commission
7907 Makati Avenue, Salcedo Village
Bel-Air, Makati City

Re: Request for Certificate of No Pending Case

Dear Sir/Madam:

[Company Name], a corporation duly registered with the Securities and Exchange Commission under SEC Registration No. [number], respectfully requests the issuance of a Certificate of No Pending Case.

This certification is being requested for [state purpose, e.g., regulatory filing, public offering requirement, bank due diligence, government accreditation, or foreign transaction].

For proper verification, the company’s details are as follows:

Registered Name: [complete name]
Former Name, if any: [former name]
SEC Registration No.: [number]
Principal Office: [address]
Authorized Representative: [name and position]
Email Address: [email]
Mobile Number: [number]

Attached are the supporting documents showing the authority of the undersigned/representative to file this request and receive the certificate.

Thank you.

Very truly yours,

[Name]
[Position]
[Company]

Frequently Asked Questions

How do I apply for an SEC Certificate of No Pending Case online?

Apply through the SEC iMessage ticketing portal. Open a new ticket, sign in with eSECURE, choose the service under the Office of the General Counsel for “Request for a Certificate of No Pending Case,” upload your letter-request and supporting documents, then wait for SEC evaluation and payment instructions. (imessage.sec.gov.ph)

Is the SEC Certificate of No Pending Case the same as a Certificate of Good Standing?

No. A Certificate of No Pending Case concerns pending SEC cases or matters in the office searched. A Certificate of Good Standing generally concerns corporate existence and compliance status. Some transactions require both.

Can I get the certificate through SEC Express?

SEC Express is mainly for requesting plain or authenticated copies of company-related documents such as Articles of Incorporation, By-Laws, GIS, AFS, resolutions, and similar records. A Certificate of No Pending Case is a legal or case-related certification and is usually requested through iMessage. (SEC Express System)

How much is the SEC Certificate of No Pending Case?

Use the amount stated in the SEC-issued Payment Assessment Form. The eSPAYSEC portal states that fees paid through the portal are based on the PAF issued by SEC departments, and a valid PAF reference number is required. (espaysec.sec.gov.ph)

How long does it take to get the certificate?

Processing depends on completeness of documents, correct service selection, record verification, payment, and whether the request involves more than one SEC department. Allow a practical buffer of several working days, especially if the certificate is for a time-sensitive regulatory filing.

Who can request the certificate?

The company itself, an authorized officer, or a duly authorized representative may request it. For corporations, prepare a secretary’s certificate, board resolution, or similar authority document. For individuals, an SPA may be needed if a representative will file.

What if the SEC finds a pending case?

The SEC may issue a certification reflecting the pending matter, or it may decline to issue a “no pending case” certification. You may need to resolve, clarify, dismiss, settle, or obtain a separate status certification for the case, depending on the transaction requiring the document.

Do I need an apostille for the SEC certificate?

Only if the certificate will be used abroad and the receiving institution requires authentication. For Philippine public documents to be used abroad, the DFA Apostille system is the usual route, subject to the document type and destination country. (Apostille Services)

Can a foreigner request this certificate for a Philippine corporation?

Yes, if the foreigner is properly authorized, such as a director, officer, resident agent, shareholder representative, buyer’s counsel, or attorney-in-fact. The SEC may require proof of authority, valid ID or passport, and apostilled or authenticated documents if the authority was executed abroad.

Key Takeaways

An SEC Certificate of No Pending Case confirms the absence or presence of pending SEC cases within the office or department searched.
The usual online route is the SEC iMessage ticketing system, using an eSECURE login.
Select the correct service under the Office of the General Counsel, and request EIPD coverage too if the end-user requires it.
Prepare a complete letter-request, proof of authority, valid IDs, company details, and supporting SEC records.
Pay only after receiving the SEC-issued Payment Assessment Form.
Do not confuse this certificate with SEC Good Standing, No Derogatory Information, court clearance, labor clearance, NBI Clearance, or BIR tax clearance.
If the document will be used abroad, check early whether DFA Apostille or other authentication is required.