How to Verify a Company’s SEC Registration and Business Permits in the Philippines
A practical, legal-grade guide for investors, counterparties, compliance teams, and procurement officers.
Executive Summary
In the Philippines, corporations, partnerships, and one-person corporations (OPCs) are registered with the Securities and Exchange Commission (SEC); sole proprietorships register their business names with the Department of Trade and Industry (DTI); cooperatives register with the Cooperative Development Authority (CDA). Regardless of the form, a business must also register with the Bureau of Internal Revenue (BIR) and obtain local permits (barangay and mayor’s/business permits) from the local government unit (LGU) where it operates.
Verification means confirming:
- The entity exists and is in good standing with the proper national registry (SEC/DTI/CDA).
- The entity has current tax registration with BIR.
- The entity holds valid, current local permits for its place(s) of business.
- If it is regulated, it also holds the relevant secondary or sectoral license(s) (e.g., lending, financing, broker/dealer, investment company adviser, pre-need, BSP/Insurance/FDA/DOE/DOH, etc.).
Tip: Processes, portals, and form names evolve. Treat what follows as a durable framework and always read the latest instructions printed on the document itself.
Who Issues What (at a glance)
What you’re checking | Primary agency | What you should see |
---|---|---|
Corporate/partnership/OPC registration | SEC | SEC Certificate of Incorporation or Registration (with registration number), Articles, By-laws; for foreign branch/rep office: License to Do Business |
Sole proprietorship business name | DTI | DTI Certificate of Business Name Registration |
Cooperative registration | CDA | CDA Certificate of Registration |
Tax registration | BIR | BIR Certificate of Registration (Form 2303), proof of invoice/OR authorization or system registration |
Local legitimacy to operate | LGU (BPLO/City Hall) | Mayor’s/Business Permit (annual), Barangay Business Clearance; typically Fire Safety Inspection Certificate, Sanitary Permit, Occupancy/Locational clearances |
Regulated activities (secondary license) | SEC/BSP/IC/FDA/etc. | Certificate of Authority/License (e.g., Lending/Financing Co.), or license from sector regulator |
Step-by-Step: Verifying SEC Registration (Corporations, Partnerships, OPCs)
1) Collect exact identifiers
Ask the counterparty for:
- Exact corporate name (as appears on the SEC certificate)
- SEC Registration/Company Number
- Principal office address
- Date of incorporation
- Company type (stock, non-stock, partnership, OPC; branch/rep office if foreign)
- Industry/regulated activity, if any
2) Examine core SEC documents
Request clear copies (ideally PDFs with intact QR codes/digital stamps) of:
- SEC Certificate of Incorporation/Registration (or License to Do Business for foreign corporations; and appointment of resident agent)
- Articles of Incorporation/Partnership and By-Laws
- Latest General Information Sheet (GIS) (shows current directors/officers, principal office, and—now standard—beneficial ownership information)
- Latest Audited Financial Statements (AFS) stamped as received by the SEC (or with proof of electronic filing)
What to check:
- Name accuracy: Exact matches across all documents. Watch for extra words, punctuation, or trade names that don’t appear on the SEC certificate.
- Registration number format and consistency: The number on the certificate should match what appears on GIS/AFS receipts.
- Principal office address: Should be consistent across SEC documents and local permits. “Care of” or virtual office arrangements merit follow-up questions.
- Current status: The most recent GIS (filed annually) and AFS (filed yearly for most corporations) are your best evidence that the entity is active and compliant.
- Company type and scope: For foreign entities, ensure you are dealing with a branch (can do revenue-generating business) or representative office (limited scope, typically cost center and not allowed to derive income) as appropriate to your transaction.
3) If the business is regulated, verify secondary licenses
Some activities require a SEC “secondary” license or another regulator’s license in addition to the SEC registration (e.g., lending companies, financing companies, securities broker/dealers, investment company advisers, crowdfunding portals). Banks, e-money issuers, and many financial service providers fall under the Bangko Sentral ng Pilipinas (BSP); insurance and HMOs fall under the Insurance Commission (IC); food, drugs, cosmetics, and medical devices under FDA. Ask for the relevant, current Certificate of Authority/License.
4) Spot red flags
- Old or missing GIS/AFS (no recent filings)
- Mismatch between legal name on SEC docs and the name on invoices, contracts, or website
- Regulated activity claimed but no secondary license
- Frequent changes in principal office without matching updates in SEC filings
- Borrowed SEC number (belongs to a different entity—cross-match name vs. number on every page you’re given)
Verifying Sole Proprietorships (DTI Business Name)
Sole proprietorships do not register with the SEC. Ask for:
- DTI Certificate of Business Name Registration (shows the business name, owner’s name, scope—Barangay/City/Regional/National—address, and validity period)
- BIR Certificate of Registration (Form 2303) in the owner’s name (reflecting the registered business name)
- Local permits where the business operates
Watch for: Use of a trade name by a corporation (or vice versa). The legal party to the contract must be clear in the signature block (e.g., the natural person for a sole prop, the corporate name for a corporation).
Verifying Cooperatives (CDA)
For cooperatives, ask for:
- CDA Certificate of Registration (legal existence)
- Articles/By-laws and latest General Assembly reports/annual submissions required by CDA
- BIR Form 2303 and LGU permits
Verifying Tax Registration (BIR)
Ask for:
- BIR Certificate of Registration (Form 2303) showing Taxpayer Identification Number (TIN), tax types (e.g., income tax, VAT/non-VAT, withholding), and registered head office/branch.
- Proof of authorization to issue invoices/official receipts or registration/permit of the computerized accounting/billing system (as applicable).
- Sample official receipt/sales invoice bearing the correct legal name, address, and TIN (and the branch code if issued by a branch).
Checks:
- Name and TIN must match the SEC/DTI/CDA registration.
- Branch identification: If you’re dealing with a branch, look for the branch code and LGU permits for that branch.
- Consistency of address across Form 2303, invoices, and local permits.
Verifying Local Business Permits (LGU)
LGUs (cities/municipalities) authorize local operations and collect local business taxes. Ask for current-year copies of:
- Barangay Business Clearance (for the specific location)
- Mayor’s/Business Permit (issued by the Business Permits and Licensing Office or BPLO)
- Fire Safety Inspection Certificate (Bureau of Fire Protection)
- Sanitary/Health Permit (City/Municipal Health Office)
- Occupancy Permit/Locational Clearance (from the Office of the Building Official/City Planning)
- Any environmental permits (e.g., environmental compliance requirements, permits to operate pollution sources) if the business is in a regulated activity.
What to check:
- Validity period: Local permits are typically calendar-year based and renewed at the start of the year. Confirm the current year’s renewal.
- Exact site address: The permit should match the actual operating location for your transaction.
- Line of business: The permit usually lists business activities; ensure the permitted “line(s) of business” align with what the company is doing for you.
- Official receipts (ORs): If needed, ask for the ORs for business tax payments and fees for the current year.
Practical Verification Workflow (Legal/Compliance Perspective)
- Identify the entity type (SEC corporation/partnership/OPC, DTI sole prop, CDA cooperative).
- Obtain primary proof: SEC/DTI/CDA certificate, plus latest compliance filings (GIS/AFS for corporations; validity for DTI BN; CDA required filings for cooperatives).
- Check BIR status: Form 2303 + ability to issue valid receipt/invoice (and system/ATP evidence as applicable).
- Check local legitimacy: Current Mayor’s Permit and related LGU clearances for each operating site relevant to your deal.
- Confirm sectoral licensing: If activity is regulated, obtain secondary license (SEC COA for lending/financing, or license from BSP/IC/FDA/etc.).
- Cross-match everything: Names, registration numbers, addresses, signatories, and authority of signatories (Board Secretary’s Certificate/Secretary’s Certificate, board resolutions, or SPA).
- Retain evidence in your due-diligence file (copies with visible QR/digital stamps, dates, and transaction context).
Special Cases and Nuances
- Foreign corporations: Must have an SEC License to Do Business for branches or representative offices. A representative office generally cannot earn income locally; ensure the structure fits your contract.
- Trade names/DBAs: Corporations may use trade names, but their legal name (as per SEC) should appear in contracts and invoices, with the trade name only as a descriptor.
- OPC (One-Person Corporation): Verify that the single stockholder and nominee/alternate nominee are documented in the GIS/SEC filings.
- Beneficial ownership: Philippine rules require beneficial ownership information to be collected/filed. Review the GIS section on beneficial owners for KYC comfort.
- Multiple locations: Each branch generally needs its own branch BIR registration and LGU permits at the branch site, in addition to the head office compliance.
- Publicly listed companies: They file additional disclosures and periodic reports. For a deeper diligence cut, obtain their latest SEC/PSE filings and AFS; compare disclosures with your counterparty’s representations.
- Mergers, name changes, and corporate actions: Ask for Amended Articles, SEC Certificates of Filing of Amended Articles, and board/shareholder approvals.
Red Flags & How to Respond
- “We can’t share our GIS/AFS.” → These are standard corporate records; you may proceed subject to receipt and review of these filings.
- Certificate looks altered or missing machine/QR features. → Request a fresh copy direct from the company’s corporate secretary or legal; if critical, obtain an official copy from the registry.
- Mismatch in signatory authority. → Ask for a Secretary’s Certificate/Board Resolution naming the signatory and the specific transaction authority.
- Regulated activity, no license. → Pause the transaction pending proof of the proper secondary license.
- Expired mayor’s permit for the site of performance.** → Require current permit (or evidence of timely renewal) as a condition precedent.
What to Ask For (Checklist You Can Send)
From corporations/partnerships/OPCs (SEC):
- SEC Certificate (or License to Do Business for foreign entities)
- Articles and By-laws (or latest amendments)
- Latest GIS and Latest AFS with proof of SEC filing/receipt
- If regulated: Certificate of Authority/License from the proper regulator
- BIR Form 2303 and sample OR/Invoice (or system registration proof)
- Current Mayor’s/Business Permit and related LGU clearances for relevant site(s)
- Secretary’s Certificate/Board Resolution authorizing the signatory
From sole proprietorships (DTI):
- DTI Certificate of Business Name Registration (valid)
- BIR Form 2303 and sample OR/Invoice
- Current LGU permits for the operating site
From cooperatives (CDA):
- CDA Certificate of Registration
- Latest required CDA submissions (equivalent to GIS/AFS)
- BIR Form 2303 and current LGU permits
Sample Contract Condition Precedent (Short Form)
“The Counterparty shall, as a condition precedent to effectiveness, deliver true, correct, and complete copies of (a) its primary registration (SEC/DTI/CDA) and latest compliance filings; (b) BIR Certificate of Registration and proof of authority to issue receipts/invoices; (c) current Mayor’s/Business Permit and related local clearances for the site(s) of performance; and (d) if applicable, its valid secondary or sectoral license(s). The Counterparty represents that such documents are genuine, current, and remain in full force and effect.”
Data Privacy and Confidentiality
Corporate registrations, business names, and permits are public-interest records. Still, treat copies that contain personal information (e.g., directors’ addresses, IDs in filings) with care under the Data Privacy Act—retain only what you need for compliance and contractual diligence.
Frequently Asked Questions
1) Are SEC-registered companies always allowed to operate? Not necessarily. SEC registration establishes juridical existence; the company must also have BIR registration and LGU permits for the location and business line.
2) Our supplier says they’re a “Rep Office.” Can they invoice us? Representative offices are generally not allowed to derive income in the Philippines. Confirm their structure; you may need a branch or local subsidiary arrangement instead.
3) The company name on the receipt isn’t identical to the SEC name. Ask if the name shown is a registered business name (DTI) or trade name. Contracts should reflect the legal name, with the trade name indicated as “doing business as” if used.
4) How often do local permits renew? Typically annually, aligned with the calendar year. Ask for the current year’s permits and tax payment receipts.
Bottom Line
To verify a company properly in the Philippines, triangulate: the national registry (SEC/DTI/CDA), tax registration (BIR), local permits (LGU), and sectoral licenses (if regulated). Demand current, consistent, and legible documents; reconcile names, addresses, numbers, and signatory authority; and condition your transaction on the continued validity of these proofs.
If you’d like, I can turn this into a printable checklist or an intake form for your team to use with vendors and counterparties.