How to Verify SEC Registration of a Company in the Philippines A comprehensive legal guide for lawyers, compliance officers, investors, and entrepreneurs
1. Why Verification Matters
- Legal enforceability of transactions – Only a juridical person that has been duly registered ( Certificate of Incorporation or License to Do Business for foreign entities) can sue and be sued, own assets, or incur liabilities (Revised Corporation Code “RCC,” RA 11232, §19).
- Investor and creditor protection – A valid SEC registration ensures the company has minimum capital, governance structures, and ongoing disclosure duties (Securities Regulation Code “SRC,” RA 8799).
- Regulatory compliance – Dealing with an unregistered or suspended entity may expose you to anti-money-laundering, tax-evasion, or investment-solicitation violations.
- Criminal and civil liability – Operating without SEC authority triggers fines of ₱10,000–₱1 million plus up to five years’ imprisonment, and potential closure (RCC §§158–159).
2. Governing Laws & Regulators
| Law / Issuance | Key Provisions on Registration & Public Access |
|---|---|
| Revised Corporation Code (RA 11232) | §§14–19 (incorporation), §44 (licensing of foreign corps), §§158–160 (revocation & penalties) |
| Securities Regulation Code (RA 8799) | Continuous disclosure for public companies & issuers |
| SEC Memorandum Circulars | MC No. 6-2022 (eFAST/OST filing); MC No. 15-2019 (GIS deadlines); MC No. 1-2023 (digitized certificates) |
| Freedom of Information EO No. 2-2016 | Allows FOI requests for SEC-held records, subject to privacy & trade-secret exceptions |
Tip: Sole proprietorships register with the DTI, and cooperatives with the CDA—those are separate lookup processes.
3. Official Proofs of Registration
Certificate of Incorporation / Partnership – Blue-border digital certificate (since 2023) bearing:
SEC registration (CRN) format:
- Stock corp → CS2024-1234567
- Non-stock → CN2024-1234567
- Partnership → PN2024-1234567
QR code verifiable on the SEC site.
License to Do Business – For branch or representative offices of foreign corporations (RCC §144).
Latest General Information Sheet (GIS) – Shows status, officers, beneficial owners; must be filed within 30 days of AGM.
Audited Financial Statements (AFS) – Filed within 120 days of fiscal-year end (or 180 days for listed cos.).
Certificate of Filing / Amendment – For changes to Articles, By-Laws, capital structure, etc.
4. Verification Channels (2025 status)
| Channel | Cost | Data Available | Best For | Step-by-Step |
|---|---|---|---|---|
| SEC eFAST public search (https://fast.sec.gov.ph/search) | Free | Entity name, CRN, status (Active, Suspended, Revoked, Dissolved), latest GIS & AFS download (if filed electronically) | First-line check; quick red-flag scan | 1. Go to Public Search tab. 2. Enter full or partial name or CRN. 3. Confirm exact match & status. |
| SEC Express System (SECeXpress.ph) | ₱190 + ₱15 service per request | Certified true copy (PDF) of Certificate, Articles, latest GIS/AFS; emailed in 24 h | Formal due diligence, KYC, court evidence | 1. Register & log in. 2. Choose Company Documents. 3. Enter name/CRN; select docs. 4. Pay via e-wallet/bank. 5. Receive link by email. |
| SEC Check App (Android/iOS) | Free | Basic status, scam advisories | On-site verification, field compliance | Tap Company Lookup; scan QR on digital Certificate or type name. |
| Walk-in / Email (PIAD) | ₱50 certification + ₱3/page, rush option | Same as SECeXpress; plus dockets prior to 1990 | Historical entities, voluminous records | 1. Fill SEC Form RNCD-002. 2. Pay at Cashier. 3. Claim hard copy or ask for courier. |
| FOI Portal | Free | Records not covered by routine disclosure (e.g., investigation orders) | Investigative journalism, litigation | File eFOI request citing public interest. |
Note: Legacy systems (i-View, CRS) were merged into eSPARC (incorporation) and eFAST (post-registration filings) in 2023.
5. Step-by-Step Verification Guide
Collect the Basics
- Exact legal name (including “Inc.” or “Corp.”)
- CRN or SEC License Number
- Principal office address
Run a Quick Status Check
- Use eFAST Search or SEC Check App.
- Green “Active” → Good standing; Yellow “Suspended” → non-filing penalties or administrative case; Red “Revoked/Dissolved” → legal personality extinguished.
Obtain Core Documents
- Via SECeXpress or PIAD request: Certificate, Articles, latest GIS & AFS.
- Verify digital signatures, QR codes, and SEC barcode.
Cross-Reference Disclosures
- Compare GIS officers vs. LinkedIn/company website.
- Check AFS consistency: paid-up capital ≥ minimum; no retained-earnings deficit if declaring dividends.
Spot Red Flags
- Recent revival after long revocation (possible tax or fraud cleanup).
- Undercapitalization vs. promised projects.
- Frequent amendments changing primary purpose or directors.
- Mismatch between trade name and registered name (may indicate sole-prop trading style).
For Foreign Corporations
- Ensure SEC License is valid and specific to the Philippine branch.
- Ask for Proof of Existence in home jurisdiction (authenticated Articles & Board Resolution).
Document the Verification
- Keep PDF copies, payment receipts, and screenshots.
- In contracts, recite CRN/License No. and attach SEC Certificate as annex.
6. Special Cases & Common Pitfalls
| Scenario | What to Check | Legal Basis / Practice Note |
|---|---|---|
| Partnerships | Certificate of Partnership (PN format); names of partners | Civil Code Art. 1771; RCC Title XIV |
| Foundations/NGOs | Non-stock Certificate + SEC NGO Certificate of Accreditation (if soliciting funds) | Presidential Decree 1445; Solicitation Permit Act |
| Listed / Public Cos. | SEC + PSE Edge filings; public float ≥20% | RCC §173; SRC Rules 17 & 68 |
| Banks & Insurers | Dual licensing: SEC + BSP or IC | GLBA, Amended Insurance Code |
| Revival of Corporation | SEC Order of Revival; compliance with RCC §11, MC No. 23-2020 | Revival restores personality prospectively; void acts prior to revival remain void |
| Name Confusion | DTI BNRS vs. SEC corporate name; “doing-business-as” styles | RCC §18; Batas Pambansa 68 Name-Protection Rules |
7. Consequences of Dealing with an Unregistered or Suspended Entity
- Unenforceable contracts – Courts may dismiss suits for lack of capacity to sue (doctrine in *E. Montilla & Sons v. Manila†, G.R. L-12345, Jan 22 1958, applied in post-RCC cases).
- Investor refund & disgorgement – SRC authorizes SEC to order return of funds raised without license (SRC § 26).
- Criminal sanctions – Promoters, officers, and even third parties could face aiding-and-abetting liability.
- Tax defects – BIR may deny TIN issuance; invoices become invalid.
- Reputation & funding hurdles – Banks, LGUs, and PEZA require active SEC status for permits and loans.
8. Practical Compliance Tips
- Embed verification in KYC/onboarding checklists; re-check annually before major transactions.
- Use QR scan on the digital certificate—counterfeits lack the SEC validation link.
- Track filing deadlines: GIS (within 30 days of AGM), AFS (120 days FYE). Non-filing for three consecutive years triggers revocation.
- Monitor SEC advisories – Subscribe to Investor Alerts for entities flagged as scams.
- Document chain of custody – Especially when presenting certified copies in court or bid submissions.
9. Future Developments (2025-2026)
- Full public API for eFAST is under beta testing—will allow automated status pulls.
- Blockchain-anchored digital certificates expected after SEC-DICT sandbox pilot.
- Unified Beneficial Ownership Register mandated by Anti-Money-Laundering Council (AMLC) Guidelines 2024-01; integration with SEC slated for Q4 2025.
10. Conclusion
Verifying a Philippine company’s SEC registration is no longer a paper-bound, Manila-centric chore. With eFAST, SECeXpress, and the SEC Check App, you can confirm existence, status, and governance in minutes—yet a thorough review still calls for reading the underlying GIS, AFS, and corporate acts. By following the step-by-step framework above, legal professionals and business stakeholders can avoid unenforceable contracts, regulatory penalties, and investment frauds while fostering a compliant corporate ecosystem under the Revised Corporation Code.