How to Check a Corporation’s SEC Registration Status in the Philippines

Overview

In the Philippines, the Securities and Exchange Commission (SEC) is the primary regulator for corporations and many other juridical entities. Verifying a company’s registration status (and whether it is in good standing) is a basic but critical step in vendor onboarding, lending, M&A due diligence, investment, or litigation prep. This article explains—in practical, lawyerly detail—how to check a corporation’s SEC status, what the results mean, and how to corroborate them with other public records and compliance footprints.

Scope. Focus is on stock and non-stock domestic corporations and foreign corporations licensed to do business in the Philippines. Partnerships and sole proprietorships have different registries (e.g., DTI for business names; professional partnerships are also covered by the Civil Code).

The Legal Framework (Why Status Matters)

Revised Corporation Code (RCC; Rep. Act No. 11232). Establishes corporate formation, perpetual existence (unless the articles provide otherwise), reporting duties (e.g., General Information Sheet), and dissolution.
Securities Regulation Code (Rep. Act No. 8799) and related rules. Governs public reporting, brokers/dealers, investment companies, credit rating agencies, etc. Some corporations need secondary licenses (e.g., financing/lending companies, investment houses).
Anti-Money Laundering & Beneficial Ownership rules. Corporations must disclose beneficial owners (typically via the GIS and BO sections), with sanctions for non-compliance.
Administrative sanctions. SEC may suspend or revoke a corporation’s registration or a foreign corporation’s license to do business for violations (e.g., failure to file GIS/AFS for prolonged periods, false statements, unauthorized investment solicitations).

What “Registration Status” Means

When you verify a corporation, you’re looking to determine:

Existence and identity
- Exact corporate name (including “Inc.”/“Corporation” or “Foundation/Association” for non-stock)
- SEC Registration Number (or Company Registration/Certificate Number) and date of incorporation
- For foreign corporations: SEC License Number and date of issuance
Current regulatory posture
- Registered/Active (in good standing)
- Suspended (e.g., pending compliance or sanction)
- Revoked (corporate franchise or license canceled)
- Dissolved (voluntary or involuntary, possibly in liquidation)
- Under rehabilitation or liquidation (if applicable)
Good standing indicators
- Timely filings: General Information Sheet (GIS) and Audited Financial Statements (AFS)
- Updated officers/directors and principal office address
- Beneficial ownership disclosures (as required)
- Payment of fees/penalties and absence of outstanding orders
Secondary license status (if applicable)
- Financing, lending, securities dealer/broker, transfer agent, investment company adviser, crowdfunding/intermediary, etc.

Primary Ways to Check Status

1) SEC Public Corporate Lookup

The SEC maintains public tools to (i) confirm if a corporation exists and (ii) view basic status markers (e.g., “registered,” “suspended,” “revoked”) and key identifiers. Public views are typically summary-level; some details require a document request.

What you’ll typically see:

Corporate name (exact, including punctuations and abbreviations)
SEC Registration/License No., incorporation/licensing date
Company type (stock, non-stock, foreign, OPC)
Status (registered/active/suspended/revoked/dissolved)

Tip: Search by exact name and by keywords (and consider former names if there were amendments). Homonyms are common; match by Registration/License Number wherever possible.

2) SEC Document Request (Certified True Copies)

To go beyond a basic lookup, request certified true copies (CTCs) of:

Certificate of Incorporation (or License to Do Business for foreign corps)
Articles of Incorporation and By-Laws, including Amendments (e.g., name/primary purpose/authorized capital/principal office changes)
General Information Sheets (GIS) (year-by-year list of directors/officers, principal office, beneficial ownership data sections)
Audited Financial Statements (AFS) and related auditor reports
Board/stockholders’ actions on mergers, dissolutions, or capital changes
SEC Orders (suspension, revocation) and Compliance submissions

CTCs carry the SEC seal and are authoritative proof for court or transactional purposes.

3) Check Secondary Licenses

If the business is lending/financing or otherwise SEC-regulated beyond mere incorporation, verify the secondary license and its validity. For example:

Financing and lending companies must hold and display a valid SEC license; absence is a red flag.
Securities market participants (brokers/dealers, transfer agents, investment company advisers) appear in specialized registries.

If a company claims to be in a regulated line of business, always verify the underlying authority—mere incorporation is not enough.

4) Cross-Checks Outside the SEC

BIR Registration (Form 2303) and LGU Mayor’s/Business Permits show tax and local compliance but do not substitute for SEC registration.
DTI Business Name is for sole proprietorships; a corporation should not cite a DTI BN as proof of corporate existence.
PSE/PDEX disclosures (for listed/issued securities) can corroborate corporate identity, disclosures, and financial reports.
Court bulletins (rehabilitation/liquidation), PCC (merger approvals), and LRA/Registry of Deeds (if you’re checking head office title/leases) may be relevant in larger deals.

Reading and Interpreting the Key SEC Records

A. Certificate of Incorporation / License to Do Business

Confirms birth (domestic corp) or authority to act (foreign).
Note the exact legal name, date, and registration/license number for all subsequent checks and contracts.

B. Articles and By-Laws (and Amendments)

Show primary/secondary purposes, authorized capital, par value, classes of shares, principal office, and governance rules.
Amendments may indicate name changes, business pivots, capital infusions, or address relocations—all relevant to KYC and service of process.

C. General Information Sheet (GIS)

Filed annually (typically within 30 days from the annual meeting set in the by-laws).
Lists directors, officers, principal office, and beneficial ownership data fields. Consistency year-over-year is a sign of orderly governance.

D. Audited Financial Statements (AFS)

Filed annually following the fiscal year-end (exact deadlines vary by rules and schedules).
Look for auditor accreditation, opinion, and going-concern notes.

E. Orders and Sanctions

Suspension may result from specific violations (e.g., non-filing).
Revocation terminates corporate franchise or foreign license (after due process).
Dissolution: voluntary (with winding-up period) or involuntary.

Understanding Status Labels (and Practical Effects)

Status	What It Usually Means	Practical Implications
Registered / Active	Corporation exists per SEC records and is generally compliant.	May enter into contracts; standard KYC still required.
Registered, Not in Good Standing	Registered but has outstanding deficiencies (e.g., late GIS/AFS).	Expect penalties; counterparties may impose conditions or require undertakings.
Suspended	Rights/privileges temporarily curtailed pending compliance or sanctions.	Heightened risk; verify scope of suspension and cure plan before contracting.
Revoked	Corporate franchise/license canceled.	Cannot lawfully carry on business; acts may be voidable; liquidation concerns.
Dissolved	Corporation undergoing winding-up or ended.	Only acts necessary for liquidation are proper; avoid new business dealings.

Good Standing ≠ Mere Registration. Many counterparties require proof of current good standing, which is best established by recent GIS/AFS filings and/or a Certificate from the SEC that expressly states status.

Step-by-Step: A Practical Verification Checklist

Gather identifiers
- Exact name (incl. punctuation), any former names
- SEC Registration/License No. and date (if known)
- Principal office (city/province)
Do the SEC public lookup
- Confirm existence, exact name, number, and status.
- Download/screenshot results for your compliance file (where permissible).
Order key documents
- CTC of Certificate of Incorporation/License, Articles & By-Laws (+ amendments), last 2–3 years of GIS and AFS.
- If the company claims a regulated activity (e.g., lending/financing), obtain the secondary license copy.
Reconcile identity and governance
- Match directors/officers against the signatories you’re dealing with.
- Check principal office address for proper venue/service of process clauses.
Check compliance posture
- Confirm timing of last GIS/AFS filings, any SEC orders, and whether deficiencies exist.
Cross-validate
- If necessary, align with BIR registration, LGU permits, and (for listed issuers) market disclosures.
Retain evidence
- Keep CTCs and official receipts in the file. Many banks and regulated institutions require recent (e.g., ≤3–6 months) documentary proof.

Special Situations

Foreign Corporations

Must obtain a License to Do Business from the SEC (unless doing only isolated transactions or falling under statutory exemptions).
Verification focuses on the validity of the SEC license, resident agent, and scope of activities allowed.

One Person Corporations (OPC)

An OPC is a corporation with a single stockholder. Status checks are similar, but governance and reporting differ in some respects (e.g., no board, but officer roles still appear in the GIS equivalent).

Name Conflicts and Look-Alikes

The SEC enforces name distinguishability rules, but near matches exist (especially after amendments). Always tie back to the Registration Number.

Mergers, Spin-offs, and Conversions

Look for Certificates of Filing of Articles of Merger/Amendments and resulting name/number changes.
Post-merger survivorship determines who you can sue or contract with.

Red Flags When Verifying

Entity presents a DTI business name in lieu of an SEC registration (for a corporation).
No GIS/AFS available for several years or repeated late filings.
Entity claims to be a lending/financing business without a secondary license.
Mismatch between signatory’s claimed title and the latest GIS.
Revoked/suspended status but continuing to solicit investments or transact.
Principal office address that is obviously a mail drop or unrelated premises (useful to probe, though not determinative).

Evidence You Can Request From the Counterparty

CTC of the Certificate of Incorporation/License (recently issued)
CTC of Articles & By-Laws (with all amendments)
Recent GIS (with BO sections completed)
Latest AFS (with auditor’s report)
Secondary license (if required)
Board/Secretary’s Certificate authorizing the transaction and signatories
Specimen signatures and valid IDs of authorized signatories

Practical Notes for Counsel and Compliance Officers

Record the exact legal name and include the Registration/License Number in contracts, KYC forms, and litigation papers.
For service of notices, use the principal office on the latest GIS; consider requiring updates as a covenant.
For long-term agreements, build ongoing compliance warranties (e.g., timely GIS/AFS filing; maintenance of secondary licenses).
If status is suspended or revoked, assess ratification and authority risks before accepting any corporate act.
When in doubt, obtain CTCs—they carry greater evidentiary weight than printouts.

FAQs

Is a Mayor’s Permit enough to show corporate status? No. Local permits and BIR certificates show tax and local compliance, not corporate existence or SEC good standing.

Do corporations now have perpetual existence? Generally yes under the RCC (unless articles specify a term), but revocation or dissolution still terminates or limits capacity.

How recent should documents be? For risk-sensitive transactions, within the last 3–6 months is common practice for CTCs and GIS/AFS extracts.

What if the corporation changed its name? Check amended articles and history; verify continuity via Registration Number and merger documents.

Bottom Line

To check a Philippine corporation’s SEC registration status: (1) confirm existence and status through the SEC’s public lookup; (2) obtain CTCs of charter documents, GIS, and AFS to evidence good standing; (3) verify secondary licenses where relevant; and (4) cross-check with tax and local permits for a complete compliance picture. For high-stakes matters, rely on certified SEC documents and keep your file current.