How to Verify if a Business Name Is Registered and Legally Existing in the Philippines

Introduction

In the Philippine business landscape, ensuring that a business name is properly registered and legally existing is a fundamental step for entrepreneurs, investors, and consumers alike. This verification process helps prevent trademark infringements, avoid dealings with fraudulent entities, and comply with regulatory requirements. Under Philippine law, business names must be unique within their jurisdiction to protect intellectual property and maintain market integrity. Failure to verify can lead to legal disputes, financial losses, or administrative penalties. This article explores the full spectrum of verification methods, grounded in the relevant laws such as the Revised Corporation Code (Republic Act No. 11232), the Intellectual Property Code (Republic Act No. 8293), and regulations from key government agencies.

Legal Framework Governing Business Name Registration

Business name registration in the Philippines is governed by a multi-agency framework to accommodate different entity types. The primary laws include:

• Revised Corporation Code (RA 11232): This modernizes the old Corporation Code (Batas Pambansa Blg. 68) and mandates registration with the Securities and Exchange Commission (SEC) for corporations and partnerships. It emphasizes corporate names' distinctiveness and prohibits names that are identical or deceptively similar to existing ones.

• Department of Trade and Industry (DTI) Regulations: For sole proprietorships, the DTI handles business name (BN) registration under Department Administrative Order No. 18-07, Series of 2018, which outlines the single proprietorship registration process.

• Intellectual Property Code (RA 8293): Administered by the Intellectual Property Office of the Philippines (IPOPHL), this protects trademarks, service marks, and trade names, ensuring that registered business names do not infringe on existing intellectual property rights.

• Other Relevant Laws: The Civil Code (RA 386) addresses general name usage in commerce, while the Consumer Act (RA 7394) protects against misleading business representations. Tax laws under the Bureau of Internal Revenue (BIR) require registered businesses to have a Tax Identification Number (TIN), linking registration to fiscal compliance.

These laws collectively ensure that only legitimate, non-conflicting names are used, promoting fair competition and consumer protection.

Types of Business Entities and Their Registration Authorities

The verification process varies by entity type, as each has a designated regulatory body:

1. Sole Proprietorships: These are individual-owned businesses registered solely with the DTI. The business name is protected at the national level but limited to the owner's use.

2. Partnerships: General or limited partnerships must register with the SEC. Names must include indicators like "Partnership" or "Ltd." if applicable.

3. Corporations: Stock or non-stock corporations register with the SEC. Corporate names must end with "Inc.," "Corp.," or similar, and be unique nationwide.

4. Cooperatives: Registered with the Cooperative Development Authority (CDA) under RA 9520 (Philippine Cooperative Code).

5. One Person Corporations (OPCs): Introduced by RA 11232, these are registered with the SEC and allow single-person ownership with limited liability.

6. Foreign Entities: Branches or representative offices register with the SEC or Board of Investments (BOI) under the Foreign Investments Act (RA 7042, as amended).

Additionally, all businesses must secure secondary registrations, such as BIR for taxation, Social Security System (SSS) for employee benefits, and local government units (LGUs) for business permits.

Step-by-Step Verification Process

To verify if a business name is registered and legally existing, follow these structured steps. The process can be conducted online or manually, depending on the entity's type.

Step 1: Identify the Entity Type

Determine the business structure based on available information (e.g., from business cards, websites, or contracts). If unknown, start with broad searches across agencies.

Step 2: Online Verification Tools

Philippine government agencies provide free or low-cost online portals for quick checks:

• DTI Business Name Search:

  • Access the DTI's Business Name Registration System (BNRS) via their official website.
  • Enter the business name or keywords.
  • Results show if the name is registered, the registration date, expiration (BN certificates expire after five years), owner's details, and business address.
  • Status indicators include "Active," "Expired," or "Cancelled."

• SEC Company Search:

  • Use the SEC's online portal, such as the SEC i-View or the Electronic Simplified Processing of Application for Registration of Company (eSPARC).
  • Search by company name, SEC registration number, or incorporators.
  • Verification reveals incorporation date, authorized capital, officers, by-laws status, and any revocations or suspensions.
  • For legal existence, check for "Good Standing" certificates, which confirm no pending dissolutions.

• IPOPHL Trademark Search:

  • Via the IPOPHL's e-Search engine.
  • Search for trademarks to ensure the business name isn't infringing on protected marks.
  • Details include registration status, class of goods/services, and owner information.

• CDA Cooperative Search:

  • Through the CDA's online registry.
  • Enter the cooperative name to view registration certificate, amendments, and operational status.

• BIR Verification:

  • While not directly for names, the BIR's Revenue District Office (RDO) can confirm TIN linkage, indicating active tax compliance.

• LGU Business Permit Check:

  • Contact the local city or municipal hall's Business Permits and Licensing Office (BPLO).
  • Online portals in major cities like Manila or Quezon City allow name searches for mayor's permits.

Step 3: Manual or In-Person Verification

For thorough checks or if online results are inconclusive:

• Visit the respective agency offices (e.g., SEC head office in Pasig City or DTI regional offices).
• Request certified true copies of registration documents, which may require fees (e.g., PHP 100-500 per document).
• For SEC-registered entities, obtain a Certificate of Good Standing or a General Information Sheet (GIS) to confirm ongoing compliance.

Step 4: Cross-Verification for Comprehensive Legitimacy

• Check for Amendments or Changes: Businesses may amend names via SEC or DTI filings; verify the latest version.
• Tax and Compliance Status: Use the BIR's eServices to check if the business has filed returns, as non-compliance can lead to registration revocation.
• Litigation Check: Search the Supreme Court's e-Court system or Department of Justice records for any lawsuits involving the business name.
• International Aspects: For foreign-linked businesses, verify with the Philippine Economic Zone Authority (PEZA) or BOI for incentives-related registrations.

Information Obtained from Verification

Successful verification provides key details:

• Registration Details: Date, number, and issuing agency.
• Owner/Operator Information: Names, addresses, and contact details.
• Status: Active, dormant, dissolved, or under suspension.
• Scope: Authorized activities, capital structure, and geographical coverage.
• Expiration and Renewal: BN renewals every five years; corporate registrations are perpetual unless revoked.
• Compliance History: Any violations, penalties, or audit findings.

Importance and Consequences of Verification

Verifying business names mitigates risks such as:

• Infringement Claims: Using an unregistered or conflicting name can result in cease-and-desist orders or damages under RA 8293.
• Fraud Prevention: Identifies shell companies or scams, especially in online transactions.
• Contract Validity: Ensures counterparties are legally capable of entering agreements.
• Consumer Protection: Helps avoid dealings with unregistered entities that evade taxes or standards.

Non-verification can lead to civil liabilities (e.g., fines up to PHP 200,000 for trademark violations), criminal charges for fraud, or business shutdowns.

Common Challenges and Tips

• Similar Names: Philippine law allows similar names if not deceptively alike; always check for phonetic or visual similarities.
• Expired Registrations: Many forget renewals; an expired BN doesn't mean the business is illegal but exposes it to risks.
• Regional Variations: DTI registrations are national, but LGU permits are local—verify both.
• Data Privacy: Under the Data Privacy Act (RA 10173), agencies limit public access to sensitive info; prepare identification for requests.
• Tips for Efficiency: Use exact spellings, include variations (e.g., "Corp." vs. "Inc."), and combine searches across agencies. For bulk verifications, consider third-party services, though they aren't official.

Conclusion

Verifying a business name's registration and legal existence in the Philippines is an essential due diligence practice rooted in a robust regulatory ecosystem. By leveraging online tools and agency resources, stakeholders can ensure compliance, protect interests, and foster a trustworthy business environment. This process, while straightforward, demands attention to detail across entity types and jurisdictions to uncover the full legal status.