In the Philippines, the Securities and Exchange Commission (SEC) is the primary regulatory body tasked with the registration and supervision of corporations, including non-stock, non-profit organizations (NGOs and Foundations). Verifying the registration of a non-profit is a critical due diligence step for potential donors, partners, and volunteers to ensure that the entity is legitimate and compliant with the Revised Corporation Code (Republic Act No. 11232).
Below is a comprehensive guide on how to verify the status of a non-profit organization within the Philippine legal framework.
1. Online Verification via the SEC Check System
The most immediate way to verify an organization’s existence is through the SEC’s digital tools.
- SEC Express System / SEC Check App: You can use the official SEC website or the SEC Check mobile app to search the database.
- Search Parameters: Enter the Full Registered Name of the organization. Be precise; a small difference (e.g., "Foundation Inc." vs. "Foundation") can lead to different results.
- Status Check: The system will indicate if the corporation is "Registered," "Revoked," or "Suspended." A "Revoked" status means the entity has lost its legal personality, often due to failure to file annual reports.
2. Requesting the Certificate of Incorporation
Every legitimate non-profit is issued a Certificate of Incorporation upon registration. If you are dealing directly with an organization, you should request a copy of this document.
- Registration Number: Look for the SEC Registration Number (typically starting with "CN" for non-stock corporations).
- Purpose Clause: Check the Articles of Incorporation. Non-profits must have a specific purpose (charitable, religious, educational, etc.) and a "No Inurement" clause, stating that no part of its income is distributable as dividends to its members, trustees, or officers.
3. Reviewing Annual Mandatory Filings
A "Registered" status is not enough; an organization must be "in good standing." You can verify this by checking if they have filed their annual requirements:
- General Information Sheet (GIS): This document lists the current Board of Trustees and Officers. It must be filed within 30 days of the organization's annual meeting.
- Audited Financial Statements (AFS): Non-profits must submit an AFS stamped "Received" by the Bureau of Internal Revenue (BIR) and the SEC. This ensures transparency in how funds are handled.
- Requesting Copies: These documents are public records. You can request copies through the SEC Express System (online) or by visiting the SEC Main Office or any Extension Office.
4. Verifying SEC Accreditation (For NGOs)
While all non-profits must register with the SEC, those seeking to be recognized as "Donee Institutions" (where donations are tax-deductible) often require further accreditation.
- SEC CGFD: The Company Registration and Monitoring Department (CRMD) or the Corporate Governance and Finance Department (CGFD) handles the monitoring of non-profits.
- PCNC Accreditation: Many legitimate NGOs also undergo accreditation by the Philippine Council for NGO Certification (PCNC). While not an SEC requirement, it is a "gold standard" for non-profit legitimacy in the Philippines.
Red Flags to Watch Out For
Be wary of organizations that exhibit the following:
- Inability to provide an SEC Registration Number.
- Using a "DTI Registration" only: A Department of Trade and Industry (DTI) registration is for sole proprietorships, not non-profit organizations.
- Expired Corporate Term: Under the old Corporation Code, corporations had a 50-year limit. While the Revised Corporation Code now grants "perpetual existence," older organizations may still have expired terms if they didn't opt for renewal or if their status is disputed.
- Missing Financial Reports: Consistent failure to file an AFS is a major sign of mismanagement or potential fraud.
Legal Consequences of Non-Registration
Under Philippine law, an entity that represents itself as a corporation without being duly incorporated may be held liable under Section 170 of the Revised Corporation Code, which imposes fines for the unauthorized use of a corporate name. Furthermore, officers of an unregistered "organization" can be held personally liable for all contracts and obligations entered into in the name of the non-existent entity.
Summary Table: Verification Checklist
| Requirement | Where to Verify | What to Look For |
|---|---|---|
| Legal Personality | SEC Online Portal | Status: "Active/Registered" |
| Governance | General Information Sheet (GIS) | List of Trustees and Officers |
| Financial Health | Audited Financial Statements | BIR and SEC "Received" stamps |
| Tax Status | BIR Certificate of Registration | Form 2303 (Tax-exempt status) |
Would you like me to draft a formal letter of request to the SEC for the certified true copies of an organization’s General Information Sheet?