I. The Philippine legal idea of a “non-profit” at the SEC

In Philippine corporate practice, what many people call a “non-profit organization” is most commonly registered with the Securities and Exchange Commission as a non-stock corporation. A “non-stock corporation” is not defined by being charitable or civic alone; it is defined by having no capital stock and not distributing profits to members, trustees, or officers. It may earn income, but it must be used to further its purposes and not inure to private benefit.

Key distinctions you must understand before registering:

Non-stock ≠ automatically tax-exempt. SEC registration creates a juridical entity; it does not automatically grant income tax exemption or donor deductibility.
“NGO” is not a separate SEC corporation type. “NGO” is a functional label. At the SEC, the common vehicles are non-stock corporations (including foundations).
Non-stock does not mean “no compensation.” Reasonable compensation for actual services may be allowed (subject to good governance, disclosure, and tax rules), but distributions of net income as dividends or profit shares are not.

Governing law is the Revised Corporation Code of the Philippines (RCC), plus SEC rules, forms, and memorandum circulars that specify documentary requirements and ongoing reportorial obligations.

II. Should you register with the SEC (and not somewhere else)?

The SEC is appropriate when you want a corporation: a separate legal person that can own property, contract, sue and be sued, and exist beyond the lives of its founders.

However, some “non-profit groups” register elsewhere depending on what they are:

Cooperatives → Cooperative Development Authority (CDA), not SEC.
Labor unions → Department of Labor and Employment (DOLE).
Homeowners associations → typically under housing regulators (and related rules), not SEC.
Sole proprietorship / partnership → DTI / SEC, but these are not “non-profit corporations.”
Religious groups may register as non-stock corporations with the SEC, but some operate informally; formal registration is usually needed for property ownership, banking, and contracts.

If your goal is a stable legal entity that can receive grants, hire staff, sign MOUs, or hold assets, SEC registration as a non-stock corporation is the usual route.

III. Common SEC “non-profit” vehicles

A. Non-stock corporation (membership type)

Has members (like a club, association, federation).
Members elect trustees (unless governance is structured differently as allowed by law and bylaws).
Best for associations where membership participation is central.

B. Non-stock corporation (non-membership type)

Has no members; governance is lodged in the board of trustees.
Common for foundations and grant-making or service-delivery entities that do not operate as a membership organization.

C. Foundation (commonly a non-membership non-stock corporation)

Legally still a non-stock corporation; “foundation” is usually reflected in the name and purpose.
Often designed to receive donations/grants and run charitable programs.

IV. Pre-registration planning: decisions that affect your approval

1) Choose your corporate name

Must be distinguishable and not misleading.
For many “charitable” groups, adding “Foundation,” “Inc.”, or “Corporation” (as appropriate) clarifies nature.
Avoid regulated words (e.g., those implying banking, insurance, education) unless you can comply with special requirements.

2) Decide: membership or non-membership

This affects your Articles, governance, voting, and reporting.

Membership: define who members are, admission/termination, dues, and voting.
Non-membership: governance is board-centered; you rely heavily on strong trustee policies and controls.

3) Define purposes carefully

Purposes should be:

Lawful and specific (e.g., education support, health services, community development).
Consistent with “non-profit” operation (no private inurement).
Not framed in a way that triggers special licensing you’re not ready for (e.g., operating a school, hospital, financing).

4) Design governance and controls

You’ll want clarity on:

Trustee qualifications and term structure.
Conflict-of-interest policy (even if not required verbatim, it is highly advisable).
Financial controls, bank signatories, and approval thresholds.

5) Identify incorporators and trustees

For a non-stock corporation, you generally need:

At least five (5) incorporators (natural persons).
Trustees: commonly not fewer than 5 and not more than 15.
A principal office address in the Philippines.

Practical tip: your incorporators are usually your initial trustees/officers; ensure availability and willingness to sign and provide identification.

V. Documentary requirements (typical SEC checklist)

Exact forms and portal steps may change over time, but a standard SEC submission for a non-stock corporation commonly includes:

Articles of Incorporation (AOI) Must state, among others:
- Corporate name
- Specific purposes
- Principal office address
- Term (often perpetual)
- Names, nationalities, and addresses of incorporators
- Names and addresses of initial trustees (and their number)
- If membership: details on members and voting structure (or reference to bylaws)
Bylaws Typically covers:
- Membership rules (if any)
- Meetings, quorum, voting
- Board structure and powers
- Officers, duties, elections/appointments
- Fiscal year, committees, discipline/termination
- Amendment procedures
Treasurer’s Affidavit / Statement of Financial Commitment Non-stock corporations have no capital stock, but SEC filings typically require a statement showing the organization has the capacity to operate (e.g., initial contributions, donations pledged, or initial funds). Practice varies depending on the nature of the non-stock entity.
List of members (for membership corporations) Sometimes required at registration or soon after, depending on SEC process.
Registration Data Sheet / Equivalent SEC form Corporate information sheet required by the SEC.
Notarized signatures and IDs
- Notarization is standard for Articles, Bylaws, and affidavits.
- Government-issued IDs for signatories are commonly required.
Name verification/reservation proof Depending on the SEC system in use, you may need proof of name reservation/verification.
Endorsements (only if applicable) Some purposes/names may require endorsements/clearances from relevant agencies (e.g., if your name implies a regulated activity).

Because the SEC may update formats, you should treat “forms and naming of attachments” as procedural and confirm against current SEC portal prompts at the time of filing—without changing the underlying legal content.

VI. Drafting the Articles of Incorporation: clauses that matter for non-profits

1) Purpose clause

Write purposes that are:

Primary (main mission) and secondary (support activities)
Limited to lawful acts consistent with being non-stock and non-profit

Example style (conceptual):

“To provide community-based educational assistance…”
“To conduct training, advocacy, and related programs…”

Avoid overly broad “any and all lawful purposes” language; it can trigger scrutiny or require clarifications.

2) Non-profit and non-inurement concept

While the RCC’s structure already implies non-distribution for non-stock corporations, it is common and helpful (especially for later tax applications) to include concepts such as:

No distribution of net income to trustees/officers/members
Net income used solely to further purposes

3) Dissolution clause (practically important)

Many funders and tax processes expect that on dissolution, remaining assets go to:

Another non-profit with similar purposes, or
The government, as allowed by law

This clause does not itself grant tax exemption, but it strengthens non-profit characterization.

4) Trustees and term structure

Identify initial trustees and the number of trustees.
Ensure your bylaws contain a workable election/appointment mechanism and term/staggering rules.

5) Principal office

Use a complete Philippine address. The SEC expects an actual, locatable principal office (not merely a vague description).

VII. Drafting bylaws: governance basics the SEC and funders expect

At minimum, bylaws should clearly address:

Meetings: annual and special; notice requirements
Quorum and voting: what constitutes quorum; proxies (if allowed)
Board powers: corporate powers exercised by the board
Officers: typical officers include President/Chair, Treasurer, Secretary; define selection and duties
Financial governance:
- who can sign checks
- approval thresholds for contracts
- audit/internal review
Conflicts of interest: disclosure, inhibition, documentation
Removal and vacancies: trustees/officers and how they are replaced
Committees: executive, finance, audit, program, etc.
Amendments: who can amend and voting thresholds

Even when not strictly required as a named policy, a conflict-of-interest framework is one of the most important real-world protections for a non-profit.

VIII. The SEC filing process: practical step-by-step

While the SEC’s electronic systems and names of portals can evolve, the process generally follows this sequence:

Name check / reservation
- Ensure your proposed name is available and compliant.
Prepare and notarize incorporation documents
- Finalize AOI and bylaws consistent with your chosen structure (membership vs non-membership).
- Execute affidavits and supporting sheets.
Compile identification and supporting attachments
- IDs, address proof (if requested), and any endorsements (if applicable).
Submit via SEC’s current filing channel
- Upload or file documents and pay filing fees.
- Fees typically include a basic filing fee plus ancillary charges; exact amounts depend on SEC schedules and may depend on stated financial figures.
Respond to SEC evaluation
- The SEC may issue comments for correction (e.g., purpose wording, inconsistencies between AOI and bylaws, missing signatories, name issues).
- Revise and resubmit as needed.
Receive SEC approval and Certificate of Incorporation
- Upon approval, you receive the SEC certificate and SEC registration number.

IX. Common reasons for delay or denial (and how to avoid them)

Name problems
- Too similar to existing entities, misleading, or contains restricted terms.
Purpose clause issues
- Too vague, inconsistent, or implies regulated activities without endorsements.
Mismatch between AOI and bylaws
- Membership provisions in bylaws but non-membership AOI (or vice versa).
- Conflicting trustee numbers, quorum rules, or officer structures.
Improper execution
- Missing notarization, incomplete details, inconsistent addresses, unsigned pages, missing IDs.
Governance red flags
- Provisions that look like profit distribution or excessive private benefit.

X. After SEC registration: what you must do next

SEC registration is only the first layer. Immediately after incorporation, most organizations must attend to:

A. Internal corporate housekeeping

Hold organizational meeting of trustees.
Adopt bylaws formally (if not already adopted as part of filing practice).
Elect/appoint officers as required by bylaws.
Approve bank resolutions and signatory authorities.
Set accounting policies and custody controls.

B. SEC reportorial compliance

Non-stock corporations commonly have continuing submissions such as:

General Information Sheet (GIS): filed annually based on your annual meeting date and/or SEC rules.
Financial statements: depending on size, funding sources, and SEC thresholds/rules, audited financial statements may be required.
Disclosures: changes in trustees, officers, address, bylaws amendments, and other corporate changes must be reported via appropriate SEC filings.

Non-compliance risks include penalties, suspension, and eventually revocation of registration.

C. Local permits (if you maintain an office or operate programs)

Depending on your operations:

Barangay clearance, mayor’s permit, and other local registrations may be required (especially if you have employees, a facility, or regular on-site operations).

XI. “SEC registered” is not the same as “authorized to solicit” or “tax-exempt”

1) Solicitation and fundraising

If you will solicit donations from the public, run fundraising campaigns, or receive certain regulated forms of aid, you may need additional permits or registrations depending on the activity and the government agency rules applicable to your sector. SEC incorporation alone does not automatically cover fundraising compliance obligations.

2) BIR registration and tax posture

After incorporation, you will generally need to:

Register with the BIR (TIN, books of accounts, invoicing/receipts, withholding tax compliance if you have employees or pay professionals).
If you intend to claim income tax exemption as a non-stock, non-profit educational/charitable entity or similar classification, that typically requires meeting substantive and documentary requirements under tax law and BIR rules.
If you want donors to receive tax deductibility, you typically need specific donee accreditation/qualification pathways and strict documentation.

These are separate processes from SEC incorporation and usually require careful alignment of your Articles, bylaws, and actual operations.

XII. Special cases and sector notes

A. Organizations working with children, vulnerable sectors, or social welfare services

Your corporate registration is one part; program operations may require separate accreditation, licensing, or coordination with relevant agencies depending on the services you provide.

B. Schools, hospitals, and regulated professional services

Even if you register a non-stock corporation, operating certain institutions can require permits from sector regulators.

C. Religious organizations

Many incorporate as non-stock corporations for property and governance clarity. Careful drafting is needed to reflect religious purpose while maintaining proper corporate governance.

D. Foreign non-profits

A foreign non-profit does not “incorporate” in the same way; it typically secures a license to do business and meets documentary authentication requirements, plus compliance with restrictions applicable to foreign entities.

XIII. Practical templates: clauses commonly included for non-profit clarity (concept-level)

These are not a substitute for counsel, but they reflect common drafting themes:

Non-inurement: Net income and assets are used solely for corporate purposes; no part inures to trustees/officers/members except reasonable compensation for services and reimbursement of expenses.
Dissolution: Remaining assets after liabilities go to one or more entities with similar purposes and lawful capacity to receive such assets, or to the government as allowed by law.
Conflict of interest: Interested trustees disclose and abstain; transactions must be fair, documented, and approved under clear rules.
Compensation: If compensation is allowed, define approval and documentation standards.
Membership discipline (if membership type): clear grounds and due process.

XIV. Quick reference checklist

Before filing

Decide: membership vs non-membership
Confirm name availability
Identify at least 5 incorporators
Identify 5–15 trustees
Draft Articles (purpose, principal office, trustees, structure)
Draft bylaws (meetings, governance, finance, amendments)
Prepare affidavits/supporting sheets
Notarize documents and gather IDs

Filing

Submit via SEC channel and pay fees
Address SEC comments promptly

After approval

Organizational meeting and officer appointments
Bank resolutions and controls
BIR registration and compliance setup
Annual SEC filings (GIS, FS as required)
Program-specific permits/accreditations if applicable

XV. Practical takeaways

SEC registration for a “non-profit” is typically non-stock corporation incorporation.
Your Articles and bylaws are not mere paperwork; they shape approval, donor confidence, and later tax positioning.
Ongoing compliance (GIS, financial reporting, disclosures) is essential; many groups get into trouble after incorporation due to missed filings.
If your goal includes tax benefits or public fundraising, plan those requirements from the start so your governance documents and operations align.