Introduction

Registering a non-profit organization in the Philippines requires strict compliance with corporate name rules enforced by the Securities and Exchange Commission (SEC). The corporate name serves as the legal identity of the entity and must be unique to avoid confusion in the marketplace, protect public interest, and maintain the integrity of the corporate registry. For non-profit entities—typically organized as non-stock corporations or foundations—securing name availability is the mandatory first step before filing Articles of Incorporation. Failure to clear the name can result in outright rejection of the entire registration application, causing delays and additional costs.

This article provides a complete guide to the legal and procedural aspects of checking non-profit organization name availability with the SEC under Philippine law.

Legal Framework

The Revised Corporation Code of the Philippines (Republic Act No. 11232) governs corporate name requirements. Section 17 states that a corporate name shall not be identical or deceptively or confusingly similar to that of any existing corporation, partnership, or other entity registered with the SEC or protected under intellectual property laws. The SEC holds discretionary authority to approve or reject proposed names based on this standard.

Additional guidance comes from SEC Memorandum Circulars on name registration, corporate name guidelines, and the rules for non-stock corporations. Non-profit organizations fall under Title XI of the Revised Corporation Code, which covers non-stock corporations whose income is devoted exclusively to charitable, religious, educational, scientific, cultural, or other non-profit purposes.

The SEC also enforces rules prohibiting the use of certain words that imply governmental, banking, insurance, or other regulated activities without proper authorization. Name availability checks ensure compliance with these restrictions before full incorporation.

Types of Non-Profit Organizations Registerable with the SEC

Non-profit organizations in the Philippines are primarily registered as:

Non-stock corporations – General form for associations, clubs, and advocacy groups.
Foundations – Typically used for grant-making or endowment-based charitable entities. The word “Foundation” is commonly included in the name.
Associations – Often for membership-based groups.

All are subject to the same name verification process. The name must reflect the non-profit character, though the law does not mandate specific suffixes beyond the standard “Inc.” or “Incorporated.”

Importance of Name Availability Check

A thorough name search prevents:

Rejection of the Articles of Incorporation.
Potential trademark infringement or unfair competition claims.
Public confusion regarding the organization’s identity.
Wasted time and resources on subsequent registration steps.

The SEC maintains a centralized database of all registered entities. Once a name is reserved, it is temporarily protected, allowing the applicant to proceed with the full registration package.

Criteria for Acceptable Corporate Names

A proposed name is generally acceptable if it meets these conditions:

It is not identical to any existing registered name.
It is not deceptively or confusingly similar in spelling, pronunciation, or meaning (e.g., “Philippine Children’s Foundation” vs. “Philippine Child Foundation”).
It includes the word “Inc.” or “Incorporated” at the end.
It does not contain words suggesting connection with the Philippine government, its agencies, or international organizations unless duly authorized (e.g., “National,” “Philippine,” “Republic,” “UN,” “UNESCO”).
It avoids restricted terms requiring prior approval from other regulators, such as “Bank,” “Insurance,” “Finance,” “Lending,” “Pawnshop,” “Security,” or “Investment” for financial activities.
It is not contrary to law, morals, good customs, or public policy.
It does not use generic terms alone (e.g., “Charity Inc.”) without distinctive elements.

For non-profits, the SEC applies a stricter scrutiny on similarity because these entities often operate in similar charitable or advocacy spaces, increasing the risk of public confusion.

Prohibited or Restricted Words and Phrases

Commonly restricted words include those implying:

Government affiliation (National, Philippine, Republic, State, Bureau, Commission).
Regulated industries (Bank, Savings, Lending, Insurance, Surety, Trust, Investment, Securities, Exchange).
Professional practice (Attorney, Engineer, Architect, unless the entity is composed of licensed professionals).
International organizations (United Nations, WHO, Red Cross, unless authorized).

The SEC may also reject names that are merely descriptive of the purpose without distinctive features (e.g., “Education Foundation Inc.” may require additional qualifiers).

Step-by-Step Guide to Checking Name Availability

1. Preparation

Prepare at least three (3) proposed names in order of preference. Include the full corporate name with the required “Inc.” suffix. For foundations, typical formats are “[Distinctive Name] Foundation, Inc.”

2. Preliminary Self-Search (Recommended)

Visit the SEC official website (www.sec.gov.ph) and use the public Company Name Search or Entity Search facility. This tool allows free basic queries of the SEC database to identify obvious conflicts. Note that this is unofficial and does not constitute formal clearance.

3. Formal Name Verification and Reservation Request

Submit a formal request through the SEC’s electronic system (currently the Company Registration System or equivalent online portal accessible via the SEC website).

Log in or create an account on the SEC eServices portal.
Navigate to the Name Reservation or Name Verification section.
Enter the proposed names in order of preference.
Provide basic information about the proposed organization (purpose, incorporators, principal office address).
Upload or indicate supporting details if required.

Alternatively, applicants may file manually at the SEC Main Office in Makati City or any SEC Extension Office by submitting a written request or the prescribed Name Reservation Form.

4. Payment of Fees

Pay the applicable name reservation fee. Fees are prescribed by the SEC and subject to periodic updates. Payment can be made online through the portal’s payment gateway or at authorized collecting agents.

5. SEC Evaluation

The SEC reviews the request against its database and applicable guidelines. This includes checking for phonetic similarity, translation risks, and potential trademark conflicts (though formal IP clearance is separate).

6. Receipt of Confirmation or Rejection

If approved, the SEC issues a Name Reservation Certificate or confirmation valid for a limited period (typically 30 to 60 days, extendible upon request). The reserved name is then protected from use by others during this window.

If rejected, the SEC provides the reason (e.g., similarity to an existing entity). The applicant may submit alternative names without additional fee in many cases, depending on the portal rules.

Required Documents and Information

For the name reservation stage, requirements are minimal:

Proposed names in order of preference.
General statement of purpose (charitable, educational, religious, etc.).
Name and details of at least one incorporator or the person making the request.
Principal office address (city or municipality level is usually sufficient at this stage).

Full incorporation documents are submitted only after name clearance.

Processing Time

Online submissions are generally processed within 1 to 5 working days, depending on volume. Manual filings may take longer. Expedited processing may be available for additional fees in urgent cases.

Reservation Period and Extension

A reserved name is protected for the period stated in the SEC confirmation (commonly 30 days). Extensions are possible upon written request and payment of extension fees, subject to SEC approval. The reservation lapses if not used for incorporation within the period.

Grounds for Rejection and Remedies

Common rejection grounds:

Exact or confusing similarity to an existing name.
Use of prohibited or restricted words.
Lack of distinctiveness.
Prior reservation by another party.

Remedies include:

Submitting a new set of names.
Requesting reconsideration with justification (e.g., proof of long-standing use of the name in another context or consent from the existing entity).
Seeking formal SEC opinion or appeal through administrative channels.

In cases of trademark conflict, the SEC may require a clearance from the Intellectual Property Office (IPO).

Special Considerations for Non-Profit Names

Foundations: The inclusion of “Foundation” signals charitable intent but does not exempt the name from standard similarity rules.
Religious or sectoral organizations: Names suggesting affiliation with a particular faith or sector must still be distinguishable from existing entities in the same field.
Multiple similar organizations: In crowded fields (e.g., environmental or health advocacy), adding geographic qualifiers (e.g., “Mindanao,” “Quezon City”) or distinctive words improves approval chances.
Subsequent tax-exempt status: Name approval by SEC is independent of Bureau of Internal Revenue (BIR) accreditation for tax exemption under Section 30 of the Tax Code. However, a clean SEC registration strengthens later applications.

Post-Reservation Steps for Incorporation

Once the name is reserved:

Prepare and notarize the Articles of Incorporation for Non-Stock Corporation (using SEC-prescribed forms).
Draft Bylaws.
Secure the Treasurer’s Affidavit (for non-stock, this covers initial contributions or assets).
Submit the complete package through the SEC online system or in person.
Pay registration fees based on the authorized capital or assets (non-stock corporations pay fixed fees).
Obtain the Certificate of Incorporation and SEC Registration.

After SEC registration, the organization must still comply with other requirements such as BIR registration, local business permits, and, if seeking donor tax incentives, accreditation from the Philippine Council for NGO Certification (PCNC) or relevant government agencies.

Best Practices and Tips

Always prepare multiple name alternatives to avoid repeated rejections.
Conduct a broader search on the Intellectual Property Office database and major search engines for potential trademark or common-law usage.
Use distinctive, memorable words rather than purely descriptive ones.
Consult a lawyer or corporate secretary experienced in non-profit registration to minimize risks.
File the name reservation as early as possible in the planning process.
Keep records of all SEC communications and confirmations.
Monitor the reservation expiry date to avoid lapse.
Consider registering a domain name and social media handles simultaneously to secure consistent branding.

Name availability is a foundational requirement that protects the organization’s legal identity and public trust. Proper adherence to SEC procedures ensures a smooth transition from name reservation to full corporate registration, allowing the non-profit to focus on its mission without administrative setbacks.