The registration of a non-profit organization (NPO) in the Philippines is primarily governed by the Revised Corporation Code of the Philippines (Republic Act No. 11232), which took effect on February 23, 2019. Under this law, non-profit organizations are constituted as non-stock corporations when they are organized for purposes other than profit or gain, such as charitable, religious, educational, professional, cultural, fraternal, literary, scientific, social, civic, sports, livelihood, or similar objectives.

Non-stock corporations possess full juridical personality, may sue and be sued, own property, enter into contracts, and receive donations in their own name. Without registration, an association remains unincorporated and lacks separate juridical personality.

Types of Non-Profit Organizations Recognized in the Philippines

Non-Stock, Non-Profit Corporations (most common form)
- Includes civic leagues, chambers, trade associations, professional associations, homeowners’ associations, teachers’/parents’ associations, etc.
Foundations
- A subset of non-stock corporations with a primary purpose of receiving and administering funds for charitable, educational, religious, social welfare, or similar purposes.
- SEC requires a minimum endowment fund of PHP 1,000,000 (evidenced by a bank certificate or proof of property donation valued at least PHP 1M) unless the foundation is a non-fund raising entity (e.g., family foundation or conduit foundation).
Religious Corporations
- May be a corporation sole (for a single religious leader, e.g., archbishop) or religious society (aggregate). Governed by Sections 104–116 of the Revised Corporation Code.
Cooperatives
- Registered with the Cooperative Development Authority (CDA), not SEC.
Homeowners’ Associations
- Mandatory registration with the Housing and Land Use Regulatory Board (HLURB/Land Use Regulatory Board) in addition to SEC if they wish to avail of certain powers.
Unincorporated Associations
- Legally valid but without separate juridical personality.

Step-by-Step Process of SEC Registration (As of 2025)

The Securities and Exchange Commission (SEC) now uses the Electronic Simplified Processing of Application for Registration of Company (eSPARC) system. The entire process is online via the SEC eSP platform (esec.sec.gov.ph).

Step 1: Name Verification and Reservation

Go to the SEC website → eSPARC → Company Registration → Verify and Reserve Name.
Proposed name must include a corporate identifier such as “Foundation, Inc.,” “Association, Inc.,” “Federation, Inc.,” or “Corporation” (non-stock corporations may omit “Inc.” if they use “Foundation”).
The name must not be identical or confusingly similar to existing corporations, partnerships, or trademarks.
Reservation is valid for 90 days (extendable once for another 90 days).
Fee: PHP 100–500 depending on the system.

Step 2: Prepare the Required Documents

A. Cover Sheet (generated by eSPARC)
B. Articles of Incorporation (must contain):

Full name of the corporation
Specific primary and secondary purposes (must fall under Section 87 of the Revised Corporation Code)
Complete principal office address (not just city; must be specific barangay, street, building, etc.)
Term of existence (now unlimited by default; no need to state “50 years”)
Names, nationalities, and residence addresses of incorporators (minimum 5, maximum 15; majority must be residents of the Philippines)
Number of trustees/directors (minimum 5, maximum 15; may be expanded later in by-laws)
Names, nationalities, and residence addresses of initial trustees (must be the same number stated)
If a foundation: statement that at least PHP 1,000,000 endowment has been subscribed and paid (with details of bank deposit or property title)
Name and details of the Treasurer-in-Trust (who holds the funds during registration)
Data privacy consent clause (required by SEC since 2022)

C. By-Laws (must contain):

Governance structure
Membership qualifications, rights, classes (if any)
Quorum requirements
Manner of election and powers of trustees
Distribution of assets upon dissolution (must be to another non-profit with similar purposes or to government for public purpose — no reversion to members or founders)
Provisions on amendments

D. Treasurer’s Affidavit / Certificate of Bank Deposit

For foundations: proof of at least PHP 1M deposit or property donation
For ordinary non-stock: if there is initial contribution, proof of deposit (not mandatory to have capital)

E. Endorsement/Clearance from other government agencies (when required):

Schools → DepEd/CHED/TESDA
Hospitals/clinics → DOH
Microfinance NGOs → BSP (if lending)
Housing-related → HLURB
Religious → none required

F. List of Members (at least 5, certified by the Secretary)
G. List of Contributors/Donors (if funds already received)
H. Joint Undertaking to Change Name (auto-generated in eSPARC)

Step 3: Payment of Filing Fees

Current SEC fees (2025):

Basic filing fee: 1/5 of 1% of authorized capital or endowment, minimum PHP 2,000
For foundations with PHP 1M endowment: approximately PHP 5,030 total
Legal research fee: 1% of filing fee (minimum PHP 20)
Documentary stamp tax: PHP 30 (attached electronically)

Payment is via GCash, Maya, Landbank, or over-the-counter partners.

Step 4: Submission and Approval

After payment, the application is automatically routed to an SEC examiner. Processing time:

Regular lane: 3–7 days
Express lane (additional fee): same day or next day

Once approved, the SEC issues the Certificate of Incorporation electronically with digital signature.

Post-Registration Requirements

Within 30 days from issuance of Certificate:

Obtain Barangay Clearance
Mayor’s Permit / Business Permit (even if non-profit, most LGUs require)
BIR Registration → Certificate of Registration (BIR Form 2303)
- Secure TIN
- Register books of accounts
- Apply immediately for Tax Exemption Ruling under Section 30 of the Tax Code (see below)

Annual Requirements:

General Information Sheet (GIS) – within 30 days from anniversary date
Audited Financial Statements (AFS) – if gross receipts > PHP 3,000,000 or assets > PHP 5,000,000
Annual Financial Statement (AFS) for smaller NGOs (simpler form)

Obtaining Tax-Exempt Status and Donee Institution Status

Registration with SEC does not automatically grant tax exemption.

BIR Tax Exemption under Section 30, NIRC
- File application with Revenue District Office (RDO) having jurisdiction over principal office
- Requirements: SEC Certificate, Articles & By-Laws, AFS (if existing), affidavit of non-distribution of profits, etc.
- Processing time: 30–60 days
- Once issued, the NGO is exempt from income tax on income related to its non-profit purpose (but subject to tax on unrelated business income).
PCNC Accreditation for Donee Institution Status
- Philippine Council for NGO Certification (PCNC) is the SEC-accredited certifying body.
- Allows donors to claim tax deductions for donations (up to 10% for individuals, 5% for corporations).
- Validity: 3 or 6 years.
- PCNC accreditation is now required by SEC for foundations and recommended for all NGOs seeking donations.
DSWD Registration / License to Operate (for social welfare agencies)
- Required if the NGO provides direct social welfare services (e.g., feeding, shelter, adoption).
- Levels: Registration, License, Accreditation (SWA – Social Work Agency).
Other Registrations
- SSS, PhilHealth, Pag-IBIG (once you have employees)
- DOLE Registration as legitimate organization (for labor compliance)
- Data Privacy Act compliance: appoint DPO, register with NPC if processing sensitive data of 1,000+ individuals

Dissolution and Asset Distribution

Upon dissolution, remaining assets cannot be distributed to members, trustees, or founders. They must be transferred to another non-profit organization with similar purposes or to the government for public use (as stated in the Articles).

Common Mistakes That Cause Rejection

Vague or overly broad purposes (e.g., “to help the poor” without specifying programs)
Missing endowment proof for foundations
Principal office address not specific enough
Trustees below 5 or exceeding 15
Failure to include data privacy clause
Using restricted words (“Bank,” “University,” “Chamber”) without clearance

Summary Checklist for 2025

Reserve name online
Prepare Articles, By-Laws, Treasurer’s Affidavit/endowment proof
Submit via eSPARC and pay fees
Receive SEC Certificate
Secure Barangay → Mayor’s Permit → BIR COR
Apply for BIR tax exemption immediately
Apply for PCNC accreditation (highly recommended)
Comply with annual SEC and BIR filings

Following this process correctly will give your non-profit organization full legal personality, credibility with donors, and eligibility for tax benefits under Philippine law.