I. Introduction

In the Philippines, corporations acquire juridical personality only upon issuance of a Certificate of Incorporation by the Securities and Exchange Commission (SEC) under the Revised Corporation Code of the Philippines (R.A. 11232).

Because of this, confirming whether a corporation is actually registered with the SEC—and whether that registration is still valid, active, or already revoked/dissolved—is a critical step in:

Entering into contracts
Extending credit or making investments
Conducting KYC/AML checks (banks, financing companies, fintechs)
Doing corporate housekeeping or legal due diligence
Protecting the public from scams and unauthorized investment schemes

This article explains, in Philippine context, everything essential you need to know about checking the SEC registration status of a corporation: the legal framework, what “status” really means, methods of verification, the types of documents you can obtain, and practical issues you’re likely to encounter.

II. Legal and Institutional Framework

1. The SEC’s mandate

The Securities and Exchange Commission (SEC) is the primary regulator of:

Corporations (stock and non-stock)
Partnerships (except general partnerships that do not opt to register)
Certain associations engaged in investment-taking and securities-related activities

Key governing laws and regulations include:

Revised Corporation Code (R.A. 11232) – governs creation, organization, and regulation of corporations.
Securities Regulation Code (R.A. 8799) – regulates securities offerings, intermediaries, and exchanges, including some aspects of reporting.
SEC Memorandum Circulars and Rules – provide detailed procedures and reporting obligations (e.g., on GIS, AFS, beneficial ownership, etc.).

The SEC is tasked to receive, examine, and maintain the corporate records and to allow public access to certain records and certifications, subject to fees and data privacy rules.

2. Entities that must be registered with SEC

In general, you check SEC registration for:

Stock corporations (e.g., typical for-profit companies: trading, manufacturing, services, real estate)
Non-stock corporations (e.g., NGOs, foundations, associations not organized for profit)
Most partnerships whose capital is above thresholds or which elect to register

By contrast, not registered with SEC:

Sole proprietorships – registered with the Department of Trade and Industry (DTI).
Cooperatives – registered with the Cooperative Development Authority (CDA).

So, the first question in any due diligence exercise is: Is this entity supposed to be an SEC corporation at all? If it’s a sole prop or a cooperative, you will not find it in SEC corporate records.

III. What “SEC Registration Status” Actually Means

When you “check SEC registration,” you are usually trying to determine:

Existence
- Does this corporation appear in the official records as duly incorporated?
- Does it have an SEC Registration Number / Company Registration Number?
Status of its corporate existence Typical labels (may vary depending on system/version of records):
- Active / Registered – incorporation is in force; no revocation for non-filing yet.
- Delinquent / Non-compliant – often used when failing to file required reports (e.g., GIS, AFS) but not yet fully revoked (the precise label may differ by SEC system or circular).
- Revoked – SEC has issued an order revoking the registration, often for failure to comply with reportorial obligations or being used for fraudulent purposes.
- Dissolved – the corporation has been dissolved either:
  - voluntarily (by its stockholders/members pursuant to the Code), or
  - involuntarily (e.g., via SEC order, merger, non-compliance, etc.).
Compliance status (from SEC filings)
- Are the General Information Sheet (GIS) and Audited Financial Statements (AFS) up-to-date?
- Is the corporation subject to administrative actions, suspensions, or show-cause orders?

Not all of these details may be visible in a basic online search result, but they typically appear in formal certifications and certified true copies (CTCs) of records.

IV. Typical Information Available from SEC Records

When you check SEC records (whether online, in person, or via request for certified copies), you can usually obtain or confirm the following:

Exact registered corporate name (as approved by the SEC)
SEC Registration Number and/or Company Registration Number
Date of registration / incorporation
Type of corporation (stock / non-stock; one person corporation; close corporation, etc.)
Principal office address (as stated in the Articles and updated via GIS)
Name(s) of incorporators and initial directors/trustees
Current directors/trustees and officers (from latest GIS)
Authorized capital stock, subscribed and paid-up capital (for stock corporations)
Corporate term (if still fixed-term or already perpetual under R.A. 11232, depending on amendments)
Status (active, revoked, dissolved, etc.)

Some of this information is more readily obtained via certifications and CTCs than via a simple online search.

V. Primary Methods of Checking SEC Registration Status

1. Online search via SEC’s electronic facilities

The SEC has, over time, maintained online facilities that allow users to search for a corporation by name or by registration number. Although the specific name and interface of the system may change (e.g., “name verification,” “online search,” “SEC Express”-type systems), the basic process is usually:

Access the SEC’s official website.
Navigate to the company search / name search / registration verification feature.
Enter either:
- the exact corporate name, or
- the SEC registration number, if known.
Review the search results, which may display:
- Corporate name
- Registration number
- Date of registration
- Status (e.g., “Registered,” “Revoked,” etc.)

Practical tips for online search:

Try variations of the corporate suffix:
- “ABC Trading Corporation”
- “ABC Trading Corp.”
- “ABC Trading Corp” (no period)
Corporate name is usually recorded with the exact punctuation and spacing as in the Articles of Incorporation, so being precise helps.
Beware of trade names / brand names that are different from the registered corporate name. For example, a restaurant may display “Sunrise Café” but the registered corporate name might be “Sunrise Food Ventures Corporation.”

The online facility is usually free for basic searches, but paid for official certifications and detailed records.

2. Verification at SEC main office or extension offices

If you cannot find the corporation online, or if you need more authoritative confirmation, you can go directly to the SEC:

Identify the nearest SEC office (main office or regional/extension office).
Proceed to the Public Information / Records / Company Registration counter (names can vary).
Request assistance to verify a corporation by name (and, if known, by its registration number).

You will generally be asked to:

Provide the complete corporate name;
Pay any applicable search fees if you need printed results or certifications; and
Present a valid ID, especially if requesting official documents or certifications.

Staff can usually:

Search the internal SEC database, which may be more comprehensive than public online tools;
Confirm whether a corporation exists in the registry;
Indicate whether its registration is active, revoked, or dissolved; and
Advise you on how to obtain CTCs or certifications (with corresponding fees).

3. Requesting official certifications and certified true copies

For legal, banking, or corporate purposes, a simple search result may not be enough. You may need formal SEC documents, including:

Certificate of Incorporation / Registration
- Proof that the corporation was duly registered on a given date.
- Usually issued once at incorporation; you can obtain certified true copies (CTCs) from SEC.
Certificate of Good Standing / Corporate Existence (terminology may vary)
- Typically states that the corporation is of record and has not had its registration revoked or dissolved as of a certain date.
- Commonly required by banks, foreign regulators, or counterparties in major transactions.
Certified True Copies of Articles of Incorporation and By-Laws
- Provide the corporation’s charter, primary and secondary purposes, capital structure, original incorporators, etc.
- Useful when assessing ultra vires issues (acts beyond corporate powers) or doing deeper legal due diligence.
Certified True Copies of the latest General Information Sheet (GIS)
- Shows current directors/trustees, officers, and major stockholders.
- Often required to verify signatures on board resolutions, sec. certs., or contracts.
Certified True Copies of Audited Financial Statements (AFS) (if filed with SEC)
- Helpful for financial due diligence, credit evaluation, and regulatory checks.
Certificate of No Record / No Registration
- If the SEC finds no record of the corporation under the name provided, it may issue a certificate stating that as per their records, no such corporation exists under that name.
- Commonly used to prove that a purported “corporation” is actually not SEC-registered, which may be relevant in fraud or scam cases.

These documents are issued upon payment of fees and usually require filling out a request form and sometimes specifying the purpose (e.g., “for bank requirement,” “for court submission”).

4. Using secondary sources and cross-checks

While the SEC is the primary source, certain secondary systems can also confirm or support the existence/status of a corporation:

Philippine Stock Exchange (PSE) – If a corporation is listed, the PSE’s information (e.g., company profile, ticker, disclosure reports) usually includes its SEC registration details and date of incorporation.
Bank and financial institution records – Regulated entities are required to verify their corporate clients’ SEC registrations; they may rely on SEC records but will not usually share internal data with the public.
Other government agencies – Business permits (LGUs), BIR registrations, BOI/PEZA accreditations, etc., often refer to SEC registration data.

These are supplementary and do not replace direct verification from the SEC itself.

VI. Due Diligence Perspective: How Lawyers, Investors, and Banks Do It

For higher-stakes transactions, verification is more methodical. A typical due diligence checklist for SEC registration status includes:

Obtain a CTC of the Certificate of Incorporation to prove existence and date.
Get a Certificate of Good Standing / Existence (if available) to show the corporation has not been revoked/dissolved as of the latest date.
Secure CTCs of the Articles of Incorporation and By-Laws, plus all amendments (e.g., change of name, change of principal office, change in capital structure, change from fixed-term to perpetual).
Request the latest GIS (and sometimes previous years) to:
- Confirm the current board and officers
- Trace changes in control or ownership
Review AFS filings, especially for regulated or public interest entities.
Search SEC enforcement advisories, orders, and sanctions, if accessible, to see if the corporation has been the subject of:
- Revocation proceedings
- Cease and desist orders
- Administrative penalties for non-filing or misrepresentation

In practice, lawyers often attach these SEC documents as annexes to legal opinions or due diligence reports, especially in cross-border transactions where foreign counsel wants official proof from the corporate registrar.

VII. What if the Corporation Is Not Found or Has a Problematic Status?

1. Not found in SEC records

If a name search yields no result and the SEC confirms there is no record:

Possible explanations:

The entity might actually be a DTI-registered sole proprietorship or CDA-registered cooperative.
The corporate name used in public (brand name, trade style) may differ from the registered corporate name.
The entity may never have been registered at all, despite claiming to be a “corporation.”

Implications:

It cannot legitimately represent itself as an SEC-registered corporation.
Contracts signed by a supposed “corporation” that doesn’t legally exist raise fundamental issues of capacity and juridical personality.
In investment or lending contexts, this is a major red flag—potentially indicating a scam or unlicensed investment-taking activity.

2. Revoked or dissolved status

If records show the corporation’s registration is revoked or dissolved:

It can no longer continue its ordinary business.
It may only operate to the extent necessary for winding up (settling obligations, distributing remaining assets), under the Revised Corporation Code.
Representations that it is an “active corporation” may be misleading.

Parties dealing with such an entity should be very cautious and seek legal advice, especially regarding:

Whether contracts signed after revocation/dissolution are valid;
Liability of directors/officers who continue business;
Possible remedies or protective actions (e.g., rescission, restitution, damages).

VIII. Access, Fees, and Data Privacy Considerations

1. Public access vs. confidential information

The SEC is required to maintain corporate records but must also comply with the Data Privacy Act of 2012 and related regulations. As a result:

Certain information is publicly accessible (e.g., basic registration data, corporate name, registration number, incorporation date, status).
More detailed personal data (addresses, personal identification information of individual stockholders or officers) may have restricted access or be redacted in public copies, unless required by law or regulation.

2. Fees and processing times

Online searches may be free at a basic level, but official certifications/CTCs carry government fees.
Processing may be same day or within several days depending on volume, document type, and office location.

While exact amounts and timelines change over time, it is safe to assume that:

Simple name/status verification is the fastest and cheapest.
CTCs and certificates (good standing, no record, etc.) involve formal requests and payment of fees.

IX. Practical Step-by-Step Guide

A. For ordinary individuals / consumers

If you just want to know whether a corporation is legitimately SEC-registered:

Clarify the exact corporate name.
- Ask for a copy of their SEC Certificate of Incorporation or a photo of it.
- Look at business cards, receipts, contracts, invoices—often the full registered name appears there.
Check through SEC’s online search facility (if available).
- Search by name or registration number.
- Note the status, registration number, and date of registration.
If in doubt, or if you cannot find them online:
- Visit an SEC office or contact the SEC through official channels to confirm.
- Request, if necessary, a Certificate of No Record (if they truly do not exist in the registry).
Red flags to watch for:
- They cannot or will not provide any SEC documents.
- The corporate name on documents is different from what appears in SEC records.
- SEC records show revoked/dissolved but they claim to be fully active, especially in investment-taking.

B. For professionals (lawyers, banks, investors)

Conduct online and in-office SEC records searches by:
- Corporate name
- SEC registration number
Request:
- CTC of the Certificate of Incorporation
- Certificate of Good Standing / Existence
- CTCs of Articles, By-Laws, amendments
- Latest GIS and relevant prior GIS
- AFS, where necessary
Analyze findings in light of:
- Proposed transaction (loan, investment, acquisition)
- Applicable regulatory requirements (e.g., ownership caps, foreign equity limits, public interest status)
- Risk of regulatory sanctions or enforcement actions
Integrate results into:
- Legal opinions (on capacity and corporate authority)
- Credit or investment memoranda
- KYC/AML documentation

X. Common Issues and Practical Tips

Name confusion
- Make sure you are checking the correct corporation, especially when names are similar (e.g., “ABC Holdings Corporation” vs. “ABC Holdings & Development Corporation”).
Corporate suffixes matter
- “Inc.” vs. “Corp.” vs. “Corporation” can affect search results. Try all reasonable variants.
Branch vs. corporation
- A branch (e.g., “XYZ Corp. – Makati Branch”) is not a separate corporation and typically will not appear as a separate entity in SEC corporate registry.
Trade names vs. corporate names
- A corporation may operate under a trade name that is not identical to its SEC name. Always ask for the registered corporate name.
Outdated certificates
- A certificate issued many years ago proves past registration, not current status. For transactions, use recent certificates (often within 3–6 months) to show current good standing.
Reportorial compliance as a risk signal
- Repeated failure to file GIS/AFS can lead to revocation and is a serious governance red flag.

XI. Conclusion

Checking the SEC registration status of a corporation in the Philippines is more than a box-ticking exercise—it is a fundamental step in safeguarding legal and commercial dealings.

In essence, you should aim to:

Confirm that the corporation exists in SEC records under the exact registered name.
Determine whether it is active, revoked, or dissolved.
For important transactions, obtain official SEC certifications and certified true copies of key corporate documents.
Cross-check SEC information with other government and regulatory records, especially when large sums or high public impact are involved.

By understanding the SEC’s role, the available tools and documents, and the practical issues that arise in searches, you can more confidently assess whether a corporation in the Philippines is properly registered and in good standing—and thereby better protect your legal rights and financial interests.