I. Why verification matters

In the Philippines, a corporation acquires juridical personality only upon registration with the Securities and Exchange Commission (SEC) and the issuance of a Certificate of Incorporation. Verifying registration protects parties against:

dealing with a non-existent or unregistered entity;
contracting with the wrong entity (similar name, expired registration, altered documents);
fraud involving fake SEC certificates, fabricated directors, or misrepresented authority;
unenforceable assumptions about limited liability, corporate authority, or corporate standing.

Verification is also practical for:

onboarding vendors and counterparties;
lending, investment, and joint ventures;
leasing and procurement;
employment and service contracts;
dispute risk reduction and compliance.

II. What “legally registered” means in Philippine corporate practice

“Legally registered” can mean several related but distinct things. A careful verifier checks all that apply to the planned transaction:

Existence / Incorporation with the SEC
- The corporation is duly incorporated and exists as a juridical person.
Authority to do business in the Philippines
- For foreign corporations, “registered” generally refers to obtaining an SEC license to do business and being properly recorded; otherwise, they may have limitations in suing or maintaining actions arising from doing business locally.
Current good standing / active status
- A corporation may exist but be tagged as delinquent, suspended, revoked, or inactive due to non-filing, non-compliance, or other regulatory actions.
Correct identity and details
- Correct corporate name, SEC registration number, incorporation date, primary purpose, principal office address, and corporate term (if relevant).
Proper authority of signatories
- Even if the corporation exists, a contract can be challenged if the signer lacked authority.

A robust verification addresses all five.

III. The SEC is the primary registry for corporations

A. Which entities are covered

In general, the SEC is the registering authority for:

stock corporations and nonstock corporations;
partnerships;
foreign corporations licensed to do business in the Philippines;
certain other juridical forms it regulates.

Sole proprietorships are not registered with the SEC as corporations; they are typically registered with the DTI (business name registration) and local government units for permits. Many verification mistakes come from confusing a DTI-registered business name with a corporation.

B. The SEC registration number

A legitimate corporation will have an SEC registration number. In practice, it may appear in varying formats depending on the era of registration and the SEC system at the time. The number itself is not enough—what matters is that it matches SEC records and the corporate documents.

IV. Step-by-step verification methods

1) Basic identity check: confirm you’re looking at a corporation

Before you verify registration, confirm the entity is actually claiming to be a corporation.

A. Name indicators

A Philippine corporation typically uses suffixes like:

“Inc.” (Incorporated)
“Corp.” (Corporation)
“Corporation”
“Incorporated”

Absence of these does not automatically mean it is not a corporation (some older names, cooperatives, foundations, or special entities may have different naming conventions), but it is a prompt to check carefully.

B. Check for common misrepresentations

Red flags:

the entity uses “Company” or “Enterprises” without corporate suffix yet claims to be “Inc.”
the invoice or letterhead shows “TIN” and a trade name but no SEC details
the entity provides only a DTI certificate as proof of being “registered as a corporation”
documents list inconsistent addresses, names, or registration numbers across materials

2) SEC record verification: confirm existence and status

A. SEC name/registration verification

The core legal question is: Does the SEC recognize this entity as incorporated (or licensed) and what is its status?

Best practice is to verify:

exact registered corporate name
SEC registration number
date of incorporation / registration
corporate type (stock/nonstock; domestic/foreign)
status (active, delinquent, etc.)
principal office address on file

B. Obtain official SEC-issued or SEC-certified documents

For higher-stakes transactions, do not rely only on photocopies. Request SEC-issued or SEC-certified copies such as:

Certificate of Incorporation (for domestic corporations)
Articles of Incorporation (and all amendments)
Bylaws (and amendments, if any)
General Information Sheet (GIS) filings
Secretary’s Certificate and/or Board Resolution (authority proof; see Section VI)
For foreign corporations: License to Do Business / SEC license and supporting filings

How to use these documents for verification

Ensure the corporate name, registration number, and incorporation date are consistent across:
- the Certificate of Incorporation
- the Articles
- the Bylaws
- the most recent GIS
Check the SEC “received” stamps, reference numbers, and filing dates (if present on certified copies).
Verify that the primary purpose aligns with the transaction (e.g., if the corporation’s purpose is narrow and the deal is far outside it, obtain stronger board authority).

C. Verify “active” status and compliance posture

A corporation can exist but be in a problematic status. Practical implications:

Delinquent (commonly due to non-filing of required reports like GIS or audited financial statements when required): increased risk; counterparties may face delays in enforcing corporate acts or dealing with banks and government agencies.
Suspended/Revoked: ability to transact and represent itself as a functioning corporation may be impaired; high risk.
Dissolved: generally no longer transacting except for winding up; contracts may be voidable or create personal liability.

When in doubt, treat anything short of “active/good standing” as requiring legal review and risk mitigation.

3) Cross-check with BIR and local permits (supporting—but not primary—proof)

A. BIR registration and TIN

A corporation doing business should have:

a Taxpayer Identification Number (TIN),
Certificate of Registration (commonly associated with BIR registration for tax types),
authority to print receipts/invoices or compliant invoicing (subject to rules).

Important: BIR registration indicates tax registration, not corporate existence. It is supportive evidence that an entity is operating and recognized for tax purposes, but it does not substitute for SEC proof of incorporation.

B. Mayor’s/Business Permit and barangay clearance

Local permits show the entity is authorized to operate in a locality. However:

local permits can be issued based on submitted documents and do not guarantee SEC status is current;
trade names and branches can cause confusion (a permit may show a brand name while the SEC name is different).

Use local permits to confirm:

operating address matches what the entity claims;
the business is actually operating;
the entity name on permit matches the SEC-registered name or properly references it (e.g., “ABC Corporation doing business as XYZ”).

4) Verify corporate name similarity and avoid “near-match” traps

Philippine corporate names can be similar. Risks:

paying the wrong entity;
signing a contract with a different corporation with a similar name;
fraudsters presenting documents from a different legitimate corporation.

Mitigation:

require the SEC registration number and match it to the name;
match the principal office address on SEC records to the address in contracts;
match directors/officers in the GIS to those dealing with you;
use official, certified copies when the value is material.

V. Special cases: foreign corporations, branches, representative offices, and “doing business”

A. Domestic corporation vs. foreign corporation

Domestic corporation: incorporated under Philippine law, registered with SEC.
Foreign corporation: formed under foreign law; must generally secure an SEC license to do business if it is “doing business” in the Philippines.

B. Why “licensed to do business” matters

A foreign corporation not licensed but “doing business” may face legal restrictions, particularly relating to maintaining suits arising from business conducted locally and regulatory exposure. Verification should therefore confirm:

existence in its home jurisdiction (apostilled/consularized documents may be involved in formal transactions); and
SEC license/registration for Philippine operations, if applicable.

C. Branch vs. subsidiary

Subsidiary: a separate Philippine corporation (verify as domestic corporation).
Branch: extension of foreign corporation; verify the SEC license and branch registration details.

VI. Verify authority: registration alone is not enough

A legally registered corporation can still bind itself only through authorized acts.

A. Who can sign

Authority typically comes from:

board resolutions authorizing a transaction and naming authorized signatories;
Secretary’s Certificate attesting to the resolution, quorum, and incumbency;
the corporation’s bylaws and internal delegations;
in some cases, officer authority by position for ordinary transactions (but do not assume for major transactions).

B. What to request for material deals

For higher-risk or higher-value transactions, request:

Secretary’s Certificate covering:
- approval of the specific transaction (or general authority within limits),
- identification of authorized signatories,
- incumbency of corporate secretary/officers.
Board Resolution (attached or recited).
Latest GIS to verify listed directors/officers.
ID of signatories and specimen signatures (where customary).
If dealing with a representative (agent), require Special Power of Attorney or equivalent corporate authority.

C. Red flags on authority

signer is not an officer and offers only “authorization letter” without board backing;
secretary’s certificate is unsigned, undated, or signed by someone not listed as corporate secretary (or inconsistent with GIS);
certificates with suspicious formatting, inconsistent corporate details, or lacking notarization where expected.

VII. Document authenticity checks (practical anti-fraud measures)

Fraud often involves forged or altered corporate documents. Practical checks:

Inspect for inconsistent fonts, misaligned seals/stamps, or mismatched registration numbers.
Compare across multiple documents for consistency of:
- corporate name (including punctuation and suffixes),
- principal office address,
- date of incorporation,
- directors/officers names.
Request certified true copies when stakes are high.
Ensure notarizations (when present) are complete and consistent; treat irregular notarizations as a serious risk signal.

VIII. Practical verification checklist (Philippine setting)

A. Low-risk transactions (small value, low exposure)

Minimum:

confirm SEC existence and registration number;
confirm name and address match;
collect at least one official-looking SEC document copy (preferably certificate).

B. Medium-risk transactions (recurring supplier, moderate amounts)

Add:

latest GIS copy;
verify status (active/good standing);
request proof of authority for signatory (secretary’s certificate for contracts).

C. High-risk / high-value (loans, investments, long-term leases, major procurement, M&A)

Best practice set:

SEC-certified true copies of key documents:
- Articles (and amendments),
- Bylaws,
- Certificate of Incorporation,
- latest GIS;
verification of active status and compliance posture;
board approval and incumbency proof;
confirm identity of beneficial ownership / control where legally and commercially required (often via enhanced due diligence rather than public registries);
consider legal counsel review and structured representations/warranties in the contract.

IX. Common misconceptions and pitfalls

“They have a DTI registration, so they’re a corporation.” DTI registration typically relates to business names and sole proprietorships, not corporate existence.
“They have a Mayor’s Permit, so they’re legally incorporated.” A local permit shows authority to operate locally, not SEC incorporation.
“The certificate looks official.” Visual appearance is not verification. Use SEC confirmation/certified copies for important transactions.
“The signer is the CEO, so it’s fine.” Corporate authority is rule-based; major transactions often require board approval or specific authority.
“The name is close enough.” Near-match names are a classic fraud and error source. Always match registration number and details.

X. Contracting safeguards after verification

Even after confirming registration, contracts should allocate risk:

include representations that the corporation is duly organized, validly existing, and in good standing;
include representation that signatories are authorized and approvals were obtained;
require delivery of board/secretary certificates as conditions precedent;
include warranties on accuracy of submitted corporate documents;
add termination rights if corporate status is revoked/suspended;
for payments: pay only to accounts clearly in the registered corporate name (or require proof and strong internal controls if using “DBA” or brand names).

XI. Quick reference: what to ask the counterparty for

For a Philippine domestic corporation:

Certificate of Incorporation (copy; certified preferred for high value)
Articles of Incorporation and amendments
Bylaws and amendments
Latest GIS
Secretary’s Certificate/Board Resolution authorizing the transaction and signatories
Valid IDs of signatories
BIR Certificate of Registration and official invoicing evidence (supporting)

For a foreign corporation operating in the Philippines:

SEC license to do business / proof of registration as foreign corporation
Philippine branch/representative office filings (as applicable)
proof of existence in home jurisdiction (for formal deals)
authority documents for the signatory (board resolutions, incumbency)

XII. Bottom line

Verification in the Philippines is not a single document exercise. It is a structured confirmation of:

SEC-recognized existence,
current status,
correct identity, and
proper authority of those acting for the corporation—supported, where relevant, by BIR and local permitting records.