In the Philippines, the Articles of Incorporation (AOI) and Bylaws serve as the bedrock of a corporation’s legal existence and internal governance. Whether for a loan application, a government procurement bid, or a major litigation requirement, entities often require Certified True Copies (CTC) or Authenticated versions of these documents from the Securities and Exchange Commission (SEC).
As of recent reforms, the process has largely migrated to a digital-first approach through the SEC Electronic Simplified Processing of Agricultural Corporations (eSPARC) and the SEC Express System.
I. Understanding the Documents
Before initiating the request, it is vital to distinguish between the two primary documents:
- Articles of Incorporation: The "birth certificate" of the corporation, containing its name, purpose, principal office address, term of existence, and the names of incorporators and directors.
- Bylaws: The internal "manual of operations" that dictates how meetings are held, the powers of officers, and the procedures for transferring shares.
Authentication refers to the SEC’s official verification that the copy in your possession is a faithful reproduction of the original document on their file.
II. The Primary Method: SEC Express System
The most efficient way to request authenticated documents is through the SEC Express System, an integrated platform designed to handle document applications, payments, and nationwide delivery.
Step 1: Online Application
- Visit the SEC Express System website.
- Select "Request for Documents."
- Enter the SEC Registration Number or the Complete Corporate Name.
- From the list of available documents, select Articles of Incorporation and/or Bylaws.
- Specify the number of copies and ensure you tick the box for "Certified True Copy."
Step 2: Provide Contact and Delivery Details
You must provide the name of the requester and a precise delivery address. Note that the SEC Express System typically includes a courier fee for door-to-door delivery.
Step 3: Payment of Fees
Once the request is submitted, a Reference Number will be generated. Payments can be made via:
- Selected payment gateways (e.g., LandBank, PayMaya, GCash).
- Over-the-counter at authorized collection centers.
- The SEC Integrated Gateway (Electronic Payment and Collection System).
III. The Alternative: Walk-in Requests (Appointment-Based)
While the SEC encourages online transactions, some regional offices or specific complex requests may allow walk-in applications. However, most SEC branches now require a prior appointment through the SEC Appointment System.
- Secure an Appointment: Visit the SEC official website to book a slot at the main office (Greenhills/Pasay) or the relevant Extension Office (e.g., Cebu, Davao).
- Fill out the Request Form: Obtain a Document Request Form at the SEC office.
- Payment: Pay the required fees at the SEC Cashier.
- Claiming: Depending on the volume, the documents may be released on the same day or scheduled for pick-up.
IV. Schedule of Fees
The cost of authentication is generally standardized, but may vary slightly based on the number of pages:
| Item | Estimated Fee (PHP) |
|---|---|
| Certification Fee | ₱500.00 per document |
| Documentary Stamp Tax (DST) | ₱30.00 per set |
| Regular Page Fee | ₱2.00 to ₱5.00 per page |
| Service/Courier Fee | Varies by location (for online orders) |
V. Requesting "Plain" vs. "Authenticated" Copies
- Plain Copies: Often used for internal reference or preliminary reviews. These do not bear the SEC’s dry seal or the signature of the authorized officer.
- Certified True Copies (CTC): These are legally admissible in court and required by banks and government agencies (e.g., BIR, LGUs). They bear the official seal and the certification statement.
VI. Important Considerations
- Lost SEC Registration Numbers: If you do not know the registration number, you can use the SEC Search function on the eSPARC portal or the SEC Express website to locate the entity.
- Amendments: When requesting the AOI or Bylaws, ensure you also request the Amended Articles/Bylaws if the corporation has undergone changes (e.g., change of name, increase in capital stock). The original and the latest amended versions are often required together.
- Processing Time: Online requests usually take 3 to 7 working days for delivery within Metro Manila, and slightly longer for provincial addresses.
- Authorized Representatives: If a third party is requesting the documents on behalf of the corporation, a Letter of Authorization or a Secretary’s Certificate may sometimes be requested by the courier or the SEC officer, although these are public records and generally accessible to the public upon payment of fees.
VII. Summary of the Workflow
- Identify the exact corporate name and registration number.
- Access the SEC Express System (secexpress.ph).
- Select the specific documents (AOI/Bylaws) and indicate "Certified True Copy."
- Pay the fees through the generated reference number.
- Await delivery or pick up at the designated SEC branch.