In the Philippines, a “non-profit corporation” is usually a non-stock corporation registered with the Securities and Exchange Commission (SEC). The tricky part is that people use “convert” or “transfer” to mean very different things: changing the organization’s purpose, turning a non-profit into a for-profit company, transferring membership or control, moving assets to another entity, merging with another organization, or closing one non-profit and registering a new one. Each route has different SEC, BIR, tax, donor, and governance consequences.

A Philippine non-profit is not simply a business with “no profit.” It is a corporation where no part of its income may be distributed as dividends to members, trustees, or officers. Any surplus must be used to further the purposes for which the organization was created. This is the core rule under Sections 86 and 87 of the Revised Corporation Code, Republic Act No. 11232 (2019). (Supreme Court E-Library)

First, Clarify What You Mean by “Convert” or “Transfer”

Before preparing documents, identify the exact legal objective. The correct process depends on what is really being changed.

What you want to do	Usual legal route	Key issue
Change the name, address, purpose, trustee number, membership rules, or tax-exemption clause	Amend Articles of Incorporation and/or By-Laws through SEC eAMEND	Requires board and member approvals, notarized or apostilled documents, and SEC approval
Convert a stock corporation into a non-stock corporation	SEC eAMEND Regular Processing	This is recognized in the SEC eAMEND coverage
Convert a non-stock/non-profit corporation into a stock/for-profit corporation	Dissolve and liquidate the non-stock corporation first, then register a new stock corporation	A non-stock corporation generally cannot become a stock corporation by simple amendment
Transfer membership or “ownership”	Follow the Articles and By-Laws; often not transferable	Membership is personal and non-transferable unless the Articles or By-Laws allow it
Transfer assets, projects, employees, donors, or contracts to another non-profit	Board/member approval, deeds/contracts, donor consent, BIR and regulatory review	Restricted donations and substantially all assets need special care
Combine two non-profits	Merger or consolidation under the Revised Corporation Code	Requires plan, board approval, member approval, and SEC approval
Close the old non-profit and continue under a new entity	Dissolution, liquidation, asset distribution, and new SEC registration	Assets must be distributed according to law and donor restrictions

What a Philippine Non-Profit Corporation Legally Is

Under the Revised Corporation Code, corporations are either stock or nonstock. Stock corporations have capital stock divided into shares and may distribute dividends. All other corporations are nonstock corporations. (Supreme Court E-Library)

A non-stock corporation may be organized for charitable, religious, educational, professional, cultural, fraternal, literary, scientific, social, civic service, trade, industry, agricultural, chamber, or similar purposes. It may earn income incidentally, but that income must be used for its stated non-profit purposes, not distributed to insiders. (Supreme Court E-Library)

This distinction matters because many founders mistakenly think they can “convert” a non-profit once it becomes financially successful. In Philippine law, the funds, donations, grants, and properties of a non-stock non-profit are generally held for the organization’s purposes, not for the personal benefit of members or trustees.

The Civil Code also treats corporations as juridical persons with a separate legal personality from their members. Articles 44 to 46 recognize corporations and associations as juridical persons that may acquire property, incur obligations, and sue or be sued, but only in conformity with the laws and regulations governing their organization. (Supreme Court E-Library)

Can a Non-Profit Corporation Be Converted Into a For-Profit Corporation?

Usually, not by simple amendment.

The SEC has taken the position that a non-stock, non-profit corporation may not be converted into a stock corporation without first liquidating its assets. SEC OGC Opinion No. 22-14, dated October 7, 2022, explained that converting a non-stock non-profit into a stock corporation by merely amending the Articles of Incorporation would effectively turn donated or purpose-restricted assets into the capital of future stockholders. That could prejudice donors, beneficiaries, creditors, and the public. (Ocampo & Suralvo Law Offices)

In practical terms:

The non-profit cannot simply amend its Articles to create shares.
Members cannot automatically become shareholders in the old non-profit’s assets.
Donated assets cannot casually become paid-in capital of a new for-profit company.
The non-profit must first go through lawful dissolution and liquidation if the real goal is to end the non-profit and later operate through a for-profit entity.

This rule is especially important for schools, training centers, charities, religious groups, NGOs, and foundations that received grants, donations, land, buildings, equipment, or public support because they were non-profit.

Legal Bases You Should Know

Revised Corporation Code, RA 11232

The main law is the Revised Corporation Code of the Philippines, Republic Act No. 11232 (2019).

Key provisions include:

Section 3 — classifies corporations as stock or nonstock.
Section 13 — lists the required contents of Articles of Incorporation, including capital/contributions for nonstock corporations.
Section 15 — allows amendment of Articles of Incorporation by majority vote of the trustees and at least two-thirds of the members for nonstock corporations.
Sections 45 to 47 — govern adoption and amendment of By-Laws.
Section 39 — governs sale or disposition of corporate assets, including all or substantially all assets.
Sections 75 to 79 — govern mergers and consolidations.
Sections 86 to 94 — specifically govern nonstock corporations, membership, trustees, and distribution of assets.
Sections 133 to 139 — govern dissolution and liquidation. (Supreme Court E-Library)

SEC eAMEND and eSPARC Procedures

Most amendments for existing corporations are now handled through the SEC’s eAMEND platform. The SEC classifies amendment applications into Simple Processing and Regular Processing. Simple Processing may cover amendments such as corporate name, primary purpose, secondary purpose, principal office, term of existence, number of trustees, tax-exemption clauses for non-stock corporations, and some By-Law provisions. (eamend.sec.gov.ph)

Regular Processing includes more complex filings such as new By-Laws, amendments involving five or more By-Law provisions, dissolution through shortening of corporate term, conversion of stock corporations to non-stock corporations, OPC conversions, and conversion of a corporation sole to an ordinary non-stock corporation. (eamend.sec.gov.ph)

For new corporations, the SEC uses eSPARC, which covers domestic stock and non-stock corporations, foundations, federations, religious aggregate corporations, condominium corporations, and foreign corporations seeking a license to do business. The SEC’s eSPARC page states that applicants are generally advised of review status through email within seven working days, and once approved, signed notarized or authenticated documents must be submitted within the required period. (Esparc)

BIR Tax Rules

Being registered with the SEC as “non-stock” or “non-profit” does not automatically make the organization exempt from all taxes.

Non-stock, non-profit entities that claim income tax exemption usually rely on Section 30 of the National Internal Revenue Code, as implemented by BIR rules. BIR RMO No. 38-2019, as amended by RMO No. 22-2025, governs the processing and issuance of tax exemption for non-stock, non-profit corporations under Section 30. (Bir Cdn)

A common mistake is assuming that a non-profit has no BIR obligations. Even tax-exempt entities may still have withholding tax obligations, employer obligations, VAT or percentage tax exposure on certain transactions, registration updates, books of accounts, and annual filing duties.

Option 1: Amend the Non-Profit’s Articles or By-Laws

This is the usual route when the organization is still non-profit but wants to change its structure or operations.

Common amendments include:

changing the corporate name;
changing the principal office address;
revising the primary or secondary purpose;
adding or clarifying a tax-exemption clause;
changing the number of trustees;
updating membership qualifications;
revising voting, quorum, proxy, or remote meeting rules;
changing the term of existence;
updating officer roles or trustee qualifications.

Step-by-Step Process

Review the Articles of Incorporation and By-Laws. Check who may vote, who counts as a member, notice periods, quorum, trustee terms, and whether the proposed change is allowed.
Check whether regulatory endorsement is needed. Some non-profits need endorsements or permits from agencies such as DepEd, CHED, TESDA, DSWD, DOH, DHSUD, the Insurance Commission, or other regulators, depending on their activity.
Prepare the board resolution. The board of trustees should approve the proposed amendment by the required vote.
Get member approval. For Articles of Incorporation, Section 15 requires the vote or written assent of a majority of trustees and at least two-thirds of members for nonstock corporations. (Supreme Court E-Library)
Prepare the amended Articles or By-Laws. The SEC commonly requires changes to be clearly shown, often by underscoring amendments and submitting a complete amended version.
Prepare the Trustees’ Certificate and Secretary’s Certificate. These certificates confirm that the amendment was properly approved.
File through SEC eAMEND. For Regular Processing, the SEC lists basic requirements such as the system-generated Cover Sheet, Amended Articles and/or By-Laws, Trustees’ Certificate, Secretary’s Certificate, Monitoring Clearance or Affidavit of Undertaking, and any required favorable endorsement. (eamend.sec.gov.ph)
Pay SEC fees and submit hard copies if required. The SEC eAMEND fee page currently lists ₱1,040 for Amended Articles of Incorporation or Amended By-Laws, consisting of the base fee plus legal research fee and documentary stamp tax. (eamend.sec.gov.ph)
Wait for SEC approval or compliance comments. Delays often happen because the corporate name is not distinguishable, the purpose clause is too broad, the documents are not properly notarized, the wrong members approved, or the corporation has monitoring issues.

Option 2: Transfer Membership or Control of a Non-Profit

A non-profit corporation has members, not shareholders. There are no shares to sell unless the corporation is actually a stock corporation.

Under Section 89 of the Revised Corporation Code, membership in a nonstock corporation and all rights arising from it are personal and non-transferable, unless the Articles of Incorporation or By-Laws provide otherwise. (Supreme Court E-Library)

That means a founder usually cannot “sell the non-profit” the way a shareholder sells shares in a company. Instead, control may change through:

admission of new members;
resignation or termination of old members;
election of new trustees;
amendment of membership qualifications;
amendment of By-Laws;
management agreements, if legally allowed;
merger or consolidation.

Practical Example

A Filipino NGO founder living abroad wants to “transfer” the NGO to younger officers in Manila. If the By-Laws say membership is personal and trustees must be elected by members, the founder cannot simply execute a deed of sale. The proper route is usually to:

update the membership roster;
hold a valid members’ meeting;
elect new trustees;
elect new officers;
update the General Information Sheet;
update bank signatories;
update BIR, LGU, and agency registrations;
notify donors and project partners if contracts require notice or consent.

The legal entity remains the same. What changes is its governance.

Option 3: Transfer Assets, Projects, or Operations to Another Organization

Sometimes the real goal is not to transfer the corporation itself, but to transfer a project, school program, church property, donor-funded activity, equipment, employees, or contracts.

This requires careful handling because non-profit assets may be restricted by:

donor agreements;
grant conditions;
trust-like limitations;
Articles and By-Laws;
tax exemption rulings;
regulatory permits;
land title restrictions;
employment obligations;
existing debts and contracts.

When Member Approval Is Needed

Under Section 39 of the Revised Corporation Code, the board may dispose of corporate assets in ordinary cases. But a sale, lease, exchange, mortgage, pledge, or other disposition of all or substantially all corporate property must be approved by at least two-thirds of the members in a meeting called for that purpose. A disposition is substantial if it would render the corporation incapable of continuing its business or accomplishing its purpose. (Supreme Court E-Library)

Documents Commonly Needed

Transfer type	Common documents
Cash donation to another non-profit	Board resolution, deed of donation, donor/grant consent if restricted, BIR review
Equipment transfer	Deed of donation or sale, inventory list, board approval, accounting entries
Land or building transfer	Board and member approvals, deed of sale/donation, tax clearance documents, title documents, Registry of Deeds filing, donor restriction review
Transfer of contracts	Assignment agreement, consent of counterparty, board approval
Transfer of employees	Notices, new employment contracts, final pay if terminating, DOLE-compliant documentation
Transfer of programs	Memorandum of agreement, donor consent, regulatory endorsement if school, health, social welfare, or housing-related

If the asset was donated for a specific charitable, religious, educational, or similar purpose, do not treat it as ordinary property. Upon dissolution, Section 93 requires certain restricted assets to be transferred to organizations in the Philippines engaged in substantially similar activities, according to a proper plan of distribution. (Supreme Court E-Library)

Option 4: Merge or Consolidate Non-Profit Corporations

A merger may be useful when two non-profits want to combine operations without abandoning history, permits, donors, or assets unnecessarily.

In a merger, one corporation survives and the other ceases to exist. In a consolidation, both corporations cease and a new corporation is created.

Under Sections 75 to 79 of the Revised Corporation Code:

each board of trustees approves a plan of merger or consolidation;
members are notified of a meeting and given a copy or summary of the plan;
at least two-thirds of the members of each nonstock corporation approve the plan;
Articles of Merger or Consolidation are executed;
SEC approval is obtained;
for special corporations, favorable recommendation from the appropriate government agency may be required. (Supreme Court E-Library)

For large transactions, check the Philippine Competition Act, RA 10667. Effective March 1, 2026, PCC notification is required when both the Size of Party threshold reaches ₱9.1 billion and the Size of Transaction threshold reaches ₱3.8 billion. (Philippine Competition Commission)

Most small NGOs will not meet those thresholds, but large schools, hospital-related non-profits, foundations with significant assets, and major institutional networks should check before signing final agreements.

Option 5: Dissolve the Non-Profit and Register a New Corporation

This is usually the route when the organization wants to stop being a non-profit or when the old entity is no longer suitable.

Voluntary Dissolution Where Creditors Are Not Affected

Under Section 134, if dissolution will not prejudice creditors, the corporation may dissolve through majority vote of the board and a resolution approved by at least a majority of the members. Notice must be given at least 20 days before the meeting, publication is required, and a verified request for dissolution is filed with the SEC. If there is no withdrawal, the SEC acts within the period provided by law and issues a Certificate of Dissolution. (Supreme Court E-Library)

Voluntary Dissolution Where Creditors Are Affected

If creditors may be prejudiced, Section 135 requires a verified petition for dissolution filed with the SEC. The petition must list claims and demands, and the SEC may set deadlines for objections, require publication, conduct hearings, and appoint a receiver if necessary. (Supreme Court E-Library)

Dissolution by Shortening Corporate Term

Section 136 allows voluntary dissolution by amending the Articles to shorten the corporate term. Upon expiration of the shortened term, the corporation is deemed dissolved, subject to liquidation. (Supreme Court E-Library)

The SEC’s eAMEND platform includes dissolution through shortening of corporate term under Regular Processing. (eamend.sec.gov.ph)

Liquidation Period

After dissolution, the corporation continues as a body corporate for three years for the limited purpose of settling and closing its affairs, disposing and conveying property, and distributing assets. It cannot continue the business or purpose for which it was originally established. (Supreme Court E-Library)

How Assets Are Distributed When a Non-Profit Is Dissolved

This is one of the most important parts of converting or transferring a Philippine non-profit.

Under Section 93 of the Revised Corporation Code, assets of a dissolving nonstock corporation are generally applied in this order:

pay or provide for all liabilities and obligations;
return assets that must be returned because of a condition attached to them;
transfer restricted charitable, religious, benevolent, educational, or similar assets to one or more Philippine organizations engaged in substantially similar activities;
distribute other assets according to the Articles or By-Laws, if they validly provide for distribution;
distribute remaining assets according to a proper plan of distribution. (Supreme Court E-Library)

Section 94 requires the board of trustees to adopt a recommended plan of distribution, submit it to voting members, give written notice, and obtain approval of at least two-thirds of members with voting rights present or represented by proxy. (Supreme Court E-Library)

This is why a non-profit with donated property, school assets, church funds, foreign grants, or government-funded projects should not casually transfer assets to insiders or a newly formed for-profit company.

Documents Usually Needed

Purpose	Documents commonly requested or prepared
Amendment of Articles	Cover Sheet, Amended Articles, Trustees’ Certificate, Secretary’s Certificate, Monitoring Clearance or Affidavit of Undertaking, endorsements if applicable
Amendment of By-Laws	Cover Sheet, Amended By-Laws or New By-Laws, Trustees’ Certificate, Secretary’s Certificate, Monitoring Clearance or Affidavit of Undertaking
Change of corporate name	Name reservation/verification, amended Articles, board/member approvals
Change of trustees/officers	Minutes, Secretary’s Certificate, updated GIS, internal election records
Asset transfer	Board resolution, member approval if substantially all assets, deed of sale/donation/assignment, tax documents, title documents if real property
Merger or consolidation	Plan of merger/consolidation, board approvals, member approvals, Articles of Merger/Consolidation, financial documents, regulatory endorsements
Dissolution	Verified request or petition, board/member resolutions, publication proof, creditor list if applicable, BIR tax clearance in some shortening-term cases
New non-stock registration	Name reservation, Articles, By-Laws, treasurer documents, contributor list, IDs, endorsements if applicable, SEC eSPARC application

Documents signed outside the Philippines commonly need to be apostilled or authenticated, depending on the country and the document type. The SEC eAMEND requirements expressly refer to documents signed and notarized or apostilled/authenticated if signed and executed outside the Philippines. (eamend.sec.gov.ph)

Special Issues for Foreigners and Filipinos Abroad

Foreign founders, donors, missionaries, expats, and overseas Filipinos often face additional practical issues.

Signing Documents Abroad

If trustees or members are abroad, plan early. SEC, banks, BIR, LGUs, and the Registry of Deeds may require notarized, consularized, apostilled, or otherwise authenticated documents. The exact form depends on where the document is signed and whether that country is part of the Apostille Convention.

Foreign Members or Trustees

The Revised Corporation Code does not impose a general “60% Filipino ownership” rule for all non-stock corporations because there are no shares. However, restrictions may arise from the organization’s activity, licenses, landholding, education regulations, nationalized activities, or special laws. The corporate secretary must also be a Filipino citizen and resident of the Philippines, while the treasurer must be a resident. (Supreme Court E-Library)

Foreign Non-Profit Operating in the Philippines

A foreign corporation that wants to transact business in the Philippines generally needs a license from the SEC. Section 140 defines a foreign corporation and recognizes its right to transact business in the Philippines only after obtaining the required license. Section 142 requires, among others, certified formation documents, information about directors and officers, a resident agent, and proof that the foreign jurisdiction allows Filipino citizens and corporations to do business there. (Supreme Court E-Library)

Bank Accounts and Donor Reporting

Even after SEC approval, banks may require updated Articles, By-Laws, GIS, board resolutions, IDs, beneficial ownership information, tax registration documents, and internal approvals before changing signatories or recognizing new officers.

Common Pitfalls That Delay or Derail the Transfer

1. Treating members like shareholders

A non-stock corporation has no shares. If the By-Laws do not allow transfer of membership, a “deed of sale of membership” may be useless or legally problematic.

2. Forgetting donor restrictions

Grants and donations may be restricted by written agreements, board-approved project budgets, foreign donor rules, or tax representations. Always review donor documents before transferring money or property.

3. Failing to update the GIS

After changing trustees or officers, update the General Information Sheet. SEC eFAST guidance states that the GIS is submitted within 30 calendar days from the annual meeting. (SEC eFAST)

4. Assuming SEC approval solves BIR issues

SEC registration and BIR tax exemption are separate. A change in purpose, operations, assets, or structure may affect BIR registration, tax exemption, withholding taxes, and filing obligations.

5. Ignoring creditors and employees

Dissolution or asset transfer does not erase debts, leases, loans, employment obligations, final pay, government remittances, or pending claims.

6. Moving all assets without a member vote

If the transfer covers all or substantially all assets, Section 39 requires the proper approval threshold. For nonstock corporations, this usually means at least two-thirds of members unless there are no voting members. (Supreme Court E-Library)

7. Using a new corporation to bypass old obligations

A new corporation may still face practical and legal problems if it receives assets, programs, employees, or donor funds without proper approvals, creditor protections, or tax compliance.

Typical Timelines

Process	Practical timeline
Simple amendment through SEC eAMEND	Often a few weeks, if documents are clean and no compliance issues arise
Regular amendment or complex By-Law revision	Several weeks to a few months
New non-stock registration through eSPARC	SEC review may be around seven working days for initial status, but completion depends on compliance, payment, and document submission
Asset transfer involving land	Several weeks to months because of tax clearance, Registry of Deeds, title review, and documentary taxes
Merger or consolidation	Often several months, especially if audited financials, member approvals, and agency endorsements are needed
Dissolution and liquidation	Several months to years, depending on creditors, taxes, assets, employees, and pending cases

Practical Checklist Before You Start

Before filing anything with the SEC, gather and review:

latest SEC Certificate of Incorporation;
latest Articles of Incorporation and By-Laws;
latest GIS;
latest audited financial statements;
BIR Certificate of Registration;
BIR Certificate of Tax Exemption or tax ruling, if any;
books of accounts and tax filings;
membership roster;
board and member meeting records;
list of trustees and officers;
list of creditors and liabilities;
employment records;
land titles, leases, vehicle registrations, and major asset documents;
donor agreements and grant contracts;
permits from DepEd, CHED, TESDA, DSWD, DOH, DHSUD, LGU, or other agencies;
bank account mandates and authorized signatory documents;
pending cases, complaints, or government notices.

Frequently Asked Questions

Can I sell a non-profit corporation in the Philippines?

Usually, no in the ordinary business sense. A non-profit non-stock corporation has members, not shares. Membership is personal and non-transferable unless the Articles or By-Laws allow transfer. What may be changed is governance, membership, trustees, officers, assets, or programs through the proper approvals.

Can a Philippine non-profit become a for-profit corporation?

Not by simple amendment of the Articles. The SEC has stated that a non-stock non-profit corporation may not be converted into a stock corporation without liquidating its assets first. The usual route is dissolution and liquidation, then registration of a new stock corporation if legally appropriate.

Can a stock corporation be converted into a non-stock corporation?

Yes, this is one of the conversion matters covered by SEC eAMEND Regular Processing. The corporation must prepare the required amended documents, approvals, certificates, and other SEC requirements.

Can a non-profit transfer all its assets to another non-profit?

Yes, but it must follow the Revised Corporation Code, its Articles and By-Laws, donor restrictions, tax rules, and any regulatory requirements. If the transfer involves all or substantially all assets, approval of at least two-thirds of members is usually required.

What happens to donations when a non-profit is dissolved?

Restricted donations must be handled according to their conditions. If assets were received for charitable, religious, benevolent, educational, or similar purposes, they generally must be transferred to Philippine organizations engaged in substantially similar activities under a proper plan of distribution.

Do we need BIR approval to transfer a non-profit?

Not always for the corporate act itself, but BIR issues are almost always relevant. Asset transfers, dissolution, tax exemption, withholding taxes, documentary stamp tax, donor’s tax, income tax filings, and tax clearances may apply depending on the transaction.

Can foreigners control a Philippine non-profit?

There is no single answer for all non-profits. Some non-stock corporations may have foreign members or trustees, but restrictions may apply depending on the activity, land ownership, licenses, regulatory agency, and special laws. Also, certain officers must meet citizenship or residency requirements.

Can we keep the same SEC registration number after transfer?

If only governance, trustees, officers, members, purposes, or By-Laws change, the corporation usually keeps the same SEC registration number. If the old entity is dissolved and a new corporation is registered, the new corporation receives its own separate registration.

Do we need to amend the Articles if only trustees changed?

Usually, a trustee or officer change is reflected in corporate records and the GIS, not necessarily in the Articles, unless the Articles themselves list matters that must be changed, such as the number of trustees or special governance provisions.

What is the fastest way to transfer a non-profit?

The fastest lawful route depends on the goal. If the entity will remain the same, changing trustees/officers and updating the GIS may be faster than dissolution. If the purpose, membership rules, or tax clauses must change, an SEC amendment is needed. If the goal is to become for-profit, there is no shortcut around dissolution and liquidation.

Key Takeaways

A Philippine non-profit is usually a non-stock corporation under the Revised Corporation Code.
A non-stock non-profit generally cannot be converted into a stock corporation by simple amendment.
Membership is usually personal and non-transferable unless the Articles or By-Laws say otherwise.
Changing the name, purpose, address, trustee number, or By-Laws usually requires an SEC amendment through eAMEND.
Transferring all or substantially all assets usually requires board approval and a two-thirds member vote.
Donated or restricted assets must be handled according to donor conditions and the non-stock dissolution rules.
Dissolution does not erase debts, taxes, employee claims, or donor obligations.
SEC registration, BIR tax exemption, bank recognition, agency permits, and LGU registrations must be handled separately.
For foreigners and Filipinos abroad, apostille/authentication, residency, officer qualifications, and special regulatory limits should be checked before documents are signed.