Verifying Securities and Exchange Commission (SEC) registration is a foundational step in Philippine due diligence—whether you’re onboarding a vendor, investing, or entering a long-term commercial relationship. This article explains who must register with the SEC, what documents to ask for, how to authenticate those documents, how to check secondary licenses and compliance, and practical red flags to watch for. It focuses on corporations and partnerships under Philippine law, and it includes checklists and templates you can use immediately.

1) Who must register with the SEC?

Corporations All stock and non-stock corporations—including One Person Corporations (OPCs), foundations, associations, and most NGOs organized as non-stock corporations—are created by registration with the SEC under the Revised Corporation Code of the Philippines (R.A. 11232). Without SEC registration, a “corporation” has no juridical personality.

Partnerships Partnerships—general or limited—register with the SEC. Under Civil Code Art. 1772, a partnership with capital of ₱3,000 or more must be in a public instrument and registered with the SEC. Limited partnerships must be registered.

Foreign corporations “doing business” in the Philippines A foreign corporation must secure a License to Do Business from the SEC before it can lawfully conduct business in the country. This is distinct from a local subsidiary (which is itself a Philippine corporation that must be registered).

Who does not register with the SEC?

Sole proprietorships → register the business name with the DTI, not the SEC.
Professionals practicing under their own names → generally do not register with the SEC unless they form a corporation/partnership.

2) What documents should you ask for?

Request clear scans or certified copies. At minimum:

SEC Certificate of Incorporation/Registration (for corporations) or SEC Certificate of Registration (for partnerships).
- Contains the SEC Registration Number, exact corporate/partnership name, date of registration, and principal office.
Articles of Incorporation and By-Laws (or Articles of Partnership), including all Amendments.
- Confirms corporate purpose, capital structure, share classes, and governance.
Latest General Information Sheet (GIS) (for corporations) or equivalent information filing for partnerships.
- Lists directors/trustees, officers, shareholders/members, beneficial ownership declarations (as applicable), and principal office.
- Should show the SEC “received” stamp or electronic acknowledgment for the most recent year.
Audited Financial Statements (AFS) with external auditor’s opinion and SEC/BIR receiving mark, for the latest fiscal year available.
Secondary or sectoral licenses, if applicable (examples below).
For foreign corporations:
- SEC License to Do Business;
- Appointment of Resident Agent;
- Authenticated constitutional documents (charter/articles, by-laws) and board resolution authorizing Philippine operations.

Optional but helpful

Board/Secretary’s Certificate attesting to authorized signatories and incumbents.
Sample official receipts/invoices (tie-in with BIR registration).
Latest mayor’s/business permits (LGU), and BIR Certificate of Registration (Form 2303)—these do not prove SEC registration, but they corroborate active operations.

3) How to authenticate SEC documents

Match the exact legal name. Compare the name on the certificate with the name on contracts and invoices—character-for-character (including “Inc.”/“Corp.”, punctuation, and spacing).
Check the SEC Registration Number.
- Typical formats include CS****** (corporations) or AS****** (amendments) and partnership-specific formats. Variations exist; focus on consistency across documents.
Validate dates and continuity.
- The date of registration should precede all official acts.
- Amendments in the Articles should be reflected in later GIS (e.g., change in name, directors, principal office).
Examine receiving marks/acknowledgments.
- GIS and AFS should bear SEC receiving stamps or electronic acknowledgments corresponding to the filing year.
- Watch for altered or duplicated stamps.
Use QR/verification features where available.
- Many recent SEC-issued certificates carry QR codes or digital authentication strings that can be validated using the SEC’s verification facility or instructions printed on the document.
Compare the GIS to corporate reality.
- Do signatories on your contract appear as authorized signatories (board resolution/Secretary’s Certificate)?
- Does the principal office match the address on invoices and permits?

4) Secondary licenses and sectoral oversight

SEC registration (the primary license) allows existence; secondary licenses authorize regulated activities. Ask for and verify relevant Certificates of Authority/Registration where applicable:

Financing or Lending Companies → SEC Certificate of Authority under specialized laws and rules.
Securities activities (brokers, dealers, investment houses, underwriters, transfer agents, investment companies/mutual funds, investment advisers, crowdfunding intermediaries/portals) → registration/licensing under the Securities Regulation Code (R.A. 8799) and SEC rules.
Non-stock corporations soliciting donations (e.g., foundations) may need additional accreditations depending on tax-deductibility goals (e.g., PCNC) and are subject to anti-money laundering/beneficial ownership rules.

Key point: A company offering investments must have either a registered securities offering or a valid exemption. Individuals who sell or offer securities typically must be registered associated persons/agents with the proper license. Ask for proof.

5) Compliance checks that matter

Timely GIS filing. Filed annually after the stockholders’/members’ meeting (or within the period the SEC prescribes). Chronic late filing is a red flag.
AFS filing and audit quality.
- Ensure the AFS is signed by a duly accredited external auditor and bears SEC/BIR receiving marks; cross-check the audit firm’s accreditation validity if the transaction is material.
Amendments and board actions.
- If the entity recently changed name, increased capital, or moved principal office, ask for the SEC-approved amendments and the updated GIS.
Sanctions, suspensions, revocations.
- The SEC may suspend or revoke a corporation’s registration or a financing/lending company’s authority for violations (e.g., illegal lending practices). Obtain a written representation and check documentary evidence that no such order applies.
Beneficial ownership transparency.
- Philippine rules require disclosure of beneficial owners in the GIS for anti-money laundering compliance. Ensure these sections are complete and consistent with counterpart representations.

6) Practical step-by-step verification workflow

A. Document request (counterparty):

SEC Certificate of Incorporation/Registration
Articles & By-Laws (or Articles of Partnership), with all Amendments
Latest GIS (with SEC receipt/acknowledgment)
Latest AFS (with SEC/BIR receipt)
Any required secondary license (financing/lending, securities, crowdfunding, etc.)
(Foreign) SEC License to Do Business + Resident Agent details
Secretary’s Certificate on authorized signatories/incumbents

B. Consistency & authenticity checks (desk review):

Legal name, SEC number, and dates align across all documents.
GIS officers/directors match signers and incumbency certificates.
QR/digital verification on certificates, where present, passes.
AFS is audited by an accredited CPA/firm and is the latest available.

C. Independent corroboration (as needed):

Obtain certified true copies from the SEC Records for key documents (Certificate, Articles, latest GIS/AFS).
If material exposure, conduct site verification of the principal office and cross-check LGU permits and BIR registration details for consistency.

D. Record & risk rate:

Keep a due diligence memo summarizing findings, gaps, and risk rating (Low/Medium/High) with a document list and dates.

7) Red flags and how to handle them

DTI certificate presented as “SEC registration.” Sole proprietorship ≠ corporation/partnership.
Mismatched names or numbers. E.g., “ABC Trading” vs “ABC Trading Corporation.”
Old or missing GIS/AFS. Suggests non-compliance or dormancy.
No secondary license despite regulated activity. E.g., “investment plans” without a securities registration/exemption.
“Provisional certificates,” “application receipts,” or screenshots used as proof of registration. These do not equal an SEC Certificate.
Foreign parent only, no local SEC license or subsidiary. A foreign corporation cannot lawfully “do business” without an SEC license.
Altered receiving stamps/QR codes or inconsistencies in dates and signatories.

Action if a red flag appears: pause the transaction, escalate for legal review, request certified true copies from SEC, and require remedial compliance (e.g., updated GIS) before proceeding.

8) Special situations

One Person Corporations (OPCs)

Must have SEC registration; the single stockholder is also typically the director. The GIS (or equivalent OPC information statement) identifies the nominee/alternate nominee.

Foundations and non-stock NGOs

Registered with the SEC. For donation deductibility or public solicitation, additional accreditations and AML/beneficial-ownership disclosures may apply.

Name changes, mergers, capital increases

Always ask for the SEC-approved Amended Articles and the latest GIS reflecting the change.

Public offerings and investment solicitations

Verify whether the securities being offered are registered, or the offering qualifies for a valid exemption (e.g., limited/privately placed offering). Confirm the seller/agent’s individual registration where required.

9) Templates you can reuse

A. Counterparty document request (email text)

Kindly provide the following for verification: (1) SEC Certificate of Incorporation/Registration; (2) Articles of Incorporation and By-Laws, with amendments; (3) Latest General Information Sheet with SEC receiving stamp/acknowledgment; (4) Latest Audited Financial Statements with SEC/BIR receiving mark; (5) Applicable secondary/sectoral licenses (e.g., financing/lending, broker/dealer, crowdfunding, investment company adviser); (6) Secretary’s Certificate naming current authorized signatories; and, if foreign, (7) SEC License to Do Business and appointment of Resident Agent.

B. Verification memo (outline)

Counterparty: Exact SEC name; SEC Reg. No.; Type (Stock/Non-Stock/OPC/Partnership)
Date of Registration:
Principal Office:
Directors/Trustees/Partners & Officers (from latest GIS):
AFS: Fiscal year; audit firm; opinion; filing acknowledgment
Secondary Licenses: Type/number/validity
Findings: Consistencies/inconsistencies; authentication results; site checks
Risk Rating: Low/Medium/High
Conditions Precedent: e.g., provide certified copies; update GIS; submit board resolutions

10) Frequently asked questions

Is a BIR Certificate of Registration proof of SEC registration? No. BIR registration shows tax registration, not corporate existence.

Is a business permit proof of SEC registration? No. Business permits are issued by LGUs. They evidence local authority to operate, not creation of a juridical entity.

Can a company operate while “SEC registration is pending”? No for corporations/partnerships; juridical personality arises upon SEC registration. For foreign corporations, no doing business until licensed.

Is an SEC number alone sufficient? Treat it as a lead, not proof. Always corroborate with an SEC Certificate and current filings (GIS/AFS).

11) Compliance calendar pointers (high-level)

GIS: Filed annually after the stockholders’/members’ meeting (or within the SEC-prescribed period).
AFS: Filed annually within SEC-prescribed deadlines relative to fiscal year-end; listed/large entities have earlier/stricter timetables and additional reports.
Event-driven filings: Name changes, capital increases, changes in principal office, changes in directors/officers, and amendments to Articles/By-Laws must be filed with and approved by the SEC.

(Always follow the latest circulars and timetable the SEC prescribes for your entity class.)

12) Quick checklist (printable)

Received SEC Certificate (corp/partnership) or SEC License to Do Business (foreign)
Verified legal name and SEC Registration No. across all documents
Reviewed Articles/By-Laws (or Articles of Partnership) and all Amendments
Verified latest GIS with SEC acknowledgment; officers/signatories match
Verified latest AFS with SEC/BIR receiving mark; competent audit firm
Confirmed secondary licenses (if activity is regulated)
Checked for suspension/revocation issues or sanctions
Corroborated with BIR and LGU registrations for operational consistency
Prepared due diligence memo and risk rating
Addressed red flags and set conditions precedent

Bottom line

To verify if a company is registered with the SEC Philippines, don’t stop at the registration number. Collect the core SEC documents, authenticate them (including QR/digital checks), ensure current compliance filings, confirm any sectoral licenses, and reconcile everything with who is signing and what activity is proposed. This disciplined process protects you from sham entities, unlicensed solicitations, and compliance pitfalls.