A practical legal article for due diligence, contracting, and anti-scam protection

I. Why “registered” is not the same as “legitimate”

In the Philippine setting, a business can appear “real” (with a website, social media, office, and even receipts) but still be (a) unregistered, (b) registered but inactive/delinquent, (c) using a misleading or stolen identity, or (d) operating without the licenses required for its specific activity (for example, soliciting investments, recruiting workers, selling medicines, handling insurance, doing construction contracting, operating as a lending company).

So the goal is not only to confirm that a corporation exists on paper, but also that it is:

Validly incorporated / registered with the right agency;
In good standing (not suspended, delinquent, or revoked);
Properly authorized to do the business it claims to do; and
The same entity you are dealing with (no impersonation, name tricks, or shell fronts).

II. Know what kind of entity you’re verifying

Verification starts by identifying the correct “registry” because “business registration” in the Philippines depends on business form:

A. Corporations, partnerships, OPCs (One Person Corporations)

Primary registry: Securities and Exchange Commission (SEC) Governing law: Revised Corporation Code (R.A. 11232)

B. Sole proprietorships (not corporations)

Primary registry: DTI Business Name Registration (business name registration, not a separate legal person)

C. Cooperatives

Primary registry: Cooperative Development Authority (CDA)

D. Others (examples)

Foundations/non-stock, non-profit corporations: SEC (still a corporation)
Foreign corporations “doing business” in the Philippines: SEC (license to do business)
Professional partnerships: SEC (partnership registration), plus professional regulation as applicable

Key tip: If the counterparty claims it is “Inc.,” “Corp.,” “OPC,” or “Foundation,” treat it as SEC-registered and verify through SEC channels.

III. Step 1 — Confirm the corporation exists (SEC registration)

A. Get the corporation’s exact identifiers

Ask for (and verify consistency across documents):

Exact corporate name (including “Inc.” / “Corporation” / “OPC” / “Foundation”)
SEC registration number
Date of incorporation/registration
Principal office address (as stated in SEC records)
Names of directors/trustees and officers
Tax Identification Number (TIN) (often in BIR COR; handle carefully)

If they cannot provide a registration number or provide vague/defensive answers, treat it as a red flag.

B. Check the SEC’s records

The SEC provides ways to search entities and request official company documents. The most reliable confirmation comes from SEC-issued, certified, or system-generated copies of filings.

What to look for in SEC information:

The entity’s exact registered name (must match contracts/invoices/bank account name)
Registration status (active vs. delinquent/suspended/revoked)
Type of entity (stock/non-stock/OPC/foreign corp)
Principal office (compare with what they represent)

C. Request core SEC documents (best practice)

For serious transactions (large contracts, loans, investments, distributorships), request copies of:

Certificate of Incorporation / Certificate of Registration
- Confirms existence and date of incorporation.
Articles of Incorporation (and Bylaws, if applicable)
- Confirms corporate purpose, term, incorporators, capital structure, principal office, and other foundational details.
Latest General Information Sheet (GIS)
- Usually lists directors/trustees, officers, and corporate information.
- A “legitimate but hijacked” company can be detected if the people you’re dealing with do not match those listed.
Latest Audited Financial Statements (AFS) (where required/available)
- Helps validate operations, scale, and ongoing compliance.
Secretary’s Certificate / Board Resolution authorizing the specific transaction
- Critical if you’re signing a major contract, making payments, entering a loan, appointing an agent/distributor, etc.
- The resolution should authorize a named signatory and the exact deal.

Why this matters legally: A corporation acts through its board and authorized officers. If you sign with an unauthorized person, enforceability and accountability become complicated, and you risk paying the wrong party.

IV. Step 2 — Confirm “good standing” and check for SEC compliance issues

A corporation can be registered but not in good standing. This can affect its ability to sue/defend, enter transactions, keep licenses, or maintain credibility with banks and counterparties.

A. Check status indicators

Watch for terms like:

Delinquent (commonly for failure to submit reportorial requirements)
Suspended / Revoked (more serious; may follow continued non-compliance or violations)
Inactive (sometimes used informally; the key is the SEC’s official status)

B. Check for regulatory warnings (especially if money is involved)

If the entity is offering:

“investment packages,” “guaranteed returns,” “trading signals,” “profit-sharing,” “time deposit alternatives,” “crypto pooling,” “franchising that looks like investment,” or “lending to the public,” you must do extra checks:

Important concept: Even an SEC-registered corporation may still be unauthorized to solicit investments. Under the Securities Regulation Code (R.A. 8799), offering securities to the public generally requires registration/approval or a valid exemption. Many scams use an SEC registration certificate to look legitimate while lacking authority to sell “investments.”

Practical due diligence: Ask:

Is the “investment” a security (shares, notes, investment contracts, profit-sharing schemes)?
If yes, what is the company’s authority/registration to offer it?
Who is the licensed broker/dealer/salesman (if applicable)?

If they evade these questions or claim “SEC registered” as the only proof, be cautious.

V. Step 3 — Confirm tax registration and invoicing legitimacy (BIR)

A legitimate operating business should be properly registered with the Bureau of Internal Revenue (BIR).

A. Ask for the BIR Certificate of Registration (COR)

Commonly known as BIR Form 2303, the COR typically shows:

Registered name and business style
TIN
Registered address and line of business
Tax types the business is registered for

Consistency check: The name and address should match SEC records (allowing for branch registrations, but the principal details should align).

B. Check invoicing and receipts

For sellers/suppliers/service providers:

Ask for official receipts / invoices consistent with BIR requirements
Ask for Authority to Print (ATP) or system invoice registration (as applicable)
Ensure invoices are under the same corporate name and correct address/TIN

Red flag: They ask you to pay to a different name, or issue receipts under a different entity, or insist on “personal account only,” especially for large sums.

VI. Step 4 — Confirm local permits (LGU requirements)

Operating businesses typically need local government authorizations where they operate.

A. Core local permits (typical set)

Barangay Clearance
Mayor’s / Business Permit (city/municipality)
BFP Fire Safety Inspection Certificate (FSIC) (commonly part of business permit requirements)
Other local clearances depending on location and business

B. What to verify

The permit should show the same business name / corporate name, address, and nature of business.
Confirm the address is real and consistent (do a basic location check and, if the deal is large, a site visit).

Note: Some businesses operate virtually or through warehouses—still, there should be a defensible basis for where they are permitted to operate.

VII. Step 5 — Verify industry-specific licenses (this is where many “registered” businesses fail)

Many industries require special authority beyond SEC + BIR + Mayor’s Permit. A corporation can be real but still operating illegally if it lacks the right regulator approvals.

Here are common examples (non-exhaustive):

A. Financial and investment-related activities

Investment solicitation / securities offering: SEC rules under R.A. 8799
Lending companies / financing companies: typically require SEC registration as such and compliance with SEC rules
Banks / e-money / payment services: Bangko Sentral ng Pilipinas (BSP)
Insurance: Insurance Commission

B. Recruitment, manpower, contracting/subcontracting

DOLE regulations apply; certain arrangements and registrations may be required depending on the model (and misclassification can be a major legal risk).

C. Construction contracting

PCAB licensing is commonly required for construction contractors.

D. Food, drugs, cosmetics, medical devices

FDA licensing for regulated products/establishments.

E. Telecommunications/radio equipment

NTC authorizations where applicable.

F. Real estate development, brokerage, projects

Depending on the activity: licensing and regulation (and professional licensing for brokers).

G. Transportation and logistics

Sector regulators may apply (land, sea, air), plus local permits.

Practical approach: Ask them directly:

“Which regulator licenses your activity, and what is your license/certificate number?” A legitimate operator will usually know and will provide documentary proof.

VIII. Step 6 — Confirm authority of the person you are dealing with

Even if the corporation is legitimate, you must confirm that the person signing or collecting money is authorized.

A. For contracts

Request:

Secretary’s Certificate confirming a Board Resolution approving the transaction and naming authorized signatories
A valid government ID of the signatory
If dealing with a representative: a Special Power of Attorney is not automatically enough for corporations unless supported by corporate authority (board/authorized officer)

B. For payments

Pay to the corporation’s official bank account under the exact corporate name whenever possible.
If they insist on payment to an individual or unrelated entity, demand written justification and board authority—often this is a deal-breaker.

IX. Step 7 — Detect identity tricks and “name look-alikes”

Scammers often use:

Similar-sounding names (one-letter differences)
Different suffixes (Inc. vs OPC vs Corporation)
Using a legitimate company’s name but different address/contact persons
Fake certificates with copied logos

Practical anti-impersonation checks

Compare the exact SEC-registered name against all documents (proposals, invoices, contracts, bank account)
Verify principal office address and officers/directors (via GIS)
Independently contact the company using contact info from reliable sources (not only what the counterparty provides)
Check if the certificate has verifiable reference features (numbers, QR codes, system verification where available)

X. What documents you should request (deal-size-based checklist)

A. Low-risk / small transaction (basic supplier/customer)

SEC registration proof (at least the certificate + registration number)
BIR COR (Form 2303)
Sample invoice/receipt
Mayor’s/Business Permit (current year, if applicable)

B. Moderate-risk (ongoing supplier, service contract, retainer)

All of the above, plus:

Latest GIS
Valid IDs of signatories
Proof of operating address (lease, photos, utility bill—not always required but helpful)

C. High-risk (big money, exclusivity, distributorship, loan/investment, long-term contract)

All of the above, plus:

Certified true copies (or SEC system-issued copies) of Articles/Bylaws
Latest AFS and/or bank references (as negotiable)
Secretary’s Certificate / Board Resolution for the specific deal
Industry-specific licenses
Legal opinion or counsel review for structure and enforceability

XI. Red flags that should stop (or slow) the transaction

Treat these as serious warnings:

“We are SEC registered” is their only proof, and they refuse to provide filings (Articles, GIS)
Status issues: delinquent/suspended/revoked (or they dodge status questions)
The person signing is not listed in the GIS and cannot show board authority
Payments requested to personal accounts, crypto addresses, or unrelated entities
“Guaranteed returns,” “no risk,” “secret strategy,” “double your money,” “daily payout,” “invite others”
Documents have inconsistent names/addresses/TINs
They pressure urgency: “today only,” “slots,” “don’t tell anyone,” “avoid regulators”

XII. Legal and practical notes (Philippine context)

A. Revised Corporation Code basics you should understand

A corporation has a separate juridical personality from its owners/officers (subject to exceptions like piercing the corporate veil in fraud cases).
Corporate acts generally require authority from the board and proper representation by authorized officers.

B. Foreign corporations

If a foreign corporation is “doing business” in the Philippines, it generally needs an SEC license to do business (and must appoint a resident agent). If it lacks this, enforceability and regulatory risks arise.

C. Reportorial compliance matters

Failure to file required submissions can lead to delinquency and eventually revocation—this is a practical risk marker of poor governance or “paper-only” entities.

D. Privacy and access

Some information is public/obtainable through official requests, but not everything is freely downloadable in all circumstances. The safest route is to rely on officially obtained documents rather than screenshots sent by the counterparty.

XIII. A simple step-by-step verification workflow (copy/paste)

Identify entity type: Corp/OPC? Sole prop? Coop?
Collect identifiers: exact name, registration no., address, officers.
Verify registration: obtain SEC proof and core filings (Articles, GIS).
Check status: good standing vs delinquent/suspended/revoked.
Verify tax registration: BIR COR + invoice legitimacy.
Verify local authority: Mayor’s Permit + barangay clearance + FSIC where applicable.
Verify industry licenses: regulator-specific proof.
Verify signatory authority: secretary’s certificate/board resolution.
Verify payment legitimacy: pay only to corporate account; match names.
Document everything: keep copies, record meetings, confirm in writing.

XIV. If you suspect fraud or illegal solicitation

If the situation involves investment solicitation, recruitment, or regulated products/services and you suspect illegality:

Stop payments and secure records (messages, receipts, contracts).
Consider consulting counsel for immediate protective steps (demand letters, preservation of evidence, freezing remedies where available).
Report to the appropriate regulator depending on activity (e.g., SEC for investment solicitation issues; other regulators for industry-specific violations), and to law enforcement when warranted.

XV. Short disclaimer

This article is for general information in the Philippine context and is not a substitute for legal advice. For high-value or high-risk transactions, have counsel conduct a tailored due diligence review and document the authority, licenses, and warranties in the contract.

If you tell me what you’re verifying (supplier, contractor, “investment,” recruiter, online seller, foreign company, etc.), I can give you a deal-specific checklist of exactly what to ask for and what clauses to include in your contract.