In the Philippines, non-profit organizations, associations, foundations, and religious groups generally organize themselves as Non-Stock Corporations. Governed primarily by Republic Act No. 11232, otherwise known as the Revised Corporation Code (RCC) of the Philippines, and regulated by the Securities and Exchange Commission (SEC), setting up a non-stock corporation requires strict adherence to specific legal frameworks and compliance standards.

This legal article provides a comprehensive roadmap for understanding, establishing, and maintaining a non-stock corporation in the Philippine context.

1. Legal Nature of a Non-Stock Corporation

Under Section 86 of the Revised Corporation Code, a non-stock corporation is one where no part of its income is distributable as dividends to its members, trustees, or officers. Any profit or surplus generated from its operations or activities must be used entirely to further the purpose or purposes for which the corporation was organized.

Allowed Purposes

Non-stock corporations may be formed for various purposes, including but not limited to:

Charitable, religious, and educational institutions
Professional, cultural, and fraternal organizations
Scientific, literary, and artistic societies
Social, civic service, and athletic clubs
Trade, industry, and agricultural chambers

Key Distinctions: Stock vs. Non-Stock Corporations

Feature	Stock Corporation	Non-Stock Corporation
Ownership Unit	Shares of Stock	Membership Certificates / Roll
Distribution of Profit	Distributed as dividends to stockholders	Reinvested into the corporation's purpose
Governing Body	Board of Directors	Board of Trustees
Voting Rights	Based on the number of shares held	One vote per member (unless modified by AOI/Bylaws)
Transferability	Shares are freely transferable	Membership is non-transferable (unless provided in AOI/Bylaws)

2. Structural and Governance Requirements

Before initiating the registration process, the incorporators must determine the internal structure of the organization based on the mandates of the RCC.

Incorporators: Any person, partnership, association, or corporation, singly or jointly with others but not more than fifteen (15) in number, may organize a corporation. Incorporators who are natural persons must be of legal age.
Board of Trustees: The number of trustees may be more than fifteen (15) as fixed in the Articles of Incorporation or Bylaws. Trustees must be members of the corporation.
Term of Office: Unless otherwise provided in the Articles of Incorporation or Bylaws, the term of office of the trustees shall be three (3) years, with a staggered election mechanism where one-third (1/3) of their number is elected annually.
Corporate Officers: The Board must elect a President (who must be a trustee), a Treasurer (who must be a resident of the Philippines), and a Corporate Secretary (who must be a Filipino citizen and resident). The President cannot concurrently act as Treasurer or Secretary.

3. Documentary Requirements for SEC Registration

To register a non-stock corporation, applicants must compile and submit a standard set of documents to the SEC.

Core Documentary Checklist

Cover Sheet (SEC Form)
Articles of Incorporation (AOI): Specifying the name, specific non-profit purpose, principal office address, names and residences of incorporators, and the list of initial trustees.
Bylaws (BL): Outlining the rules for membership, meetings, voting, and duties of trustees/officers.
Name Verification Slip: Obtained online via the SEC eSPARK system, proving the corporate name is unique and reserved.
Joint Affidavit of Two Incorporators: An undertaking to change the corporate name immediately upon receipt of notice from the SEC that the name is confusingly similar to an existing corporation.
List of Members: Certified by the Corporate Secretary, noting the initial contributors and the amount of their contributions.
Certificate of Bank Deposit or Undertaking to Submit: Showing the initial funds or contributions of the members.

Specialized Requirements (Depending on Purpose)

Foundations: Must include the word "Foundation" in its corporate name. It requires a notarized Modus Operandi (Method of Operation) and a minimum initial contribution of ₱1,000,000.00 to be maintained as capital.
Educational Institutions: Requires a favorable recommendation or endorsement from the Department of Education (DepEd), Commission on Higher Education (CHED), or TESDA.
Religious Corporations: Classified into Corporations Sole or Religious Societies, which carry separate specific document sets detailing hierarchical rules or internal religious constitutions.

4. Step-by-Step Registration Process

The SEC processes corporate registrations primarily through its digital platform, the Electronic Simplified Processing of Applications for Registration of Company (eSPARK) system.

Step 1: Online Application and Name Reservation

Log into the SEC eSPARK portal. Input the proposed corporate name. The name must include suffixes like "Inc.", "Association", "Foundation", or "Organization". If the name is clear of conflicts, the system will temporarily reserve it.

Step 2: Input Corporate Details

Fill out the digital forms on eSPARK covering the purpose clause, principal office address, names of incorporators, trustees, and the financial contribution structure.

Step 3: SEC Review and Assessment

The SEC system or an assigned evaluator will review the digital application. Once approved, the system will generate the official Articles of Incorporation, Bylaws, and the Payment Assessment Form (PAF).

Step 4: Payment of Filing Fees

Pay the registration fees through the SEC electronic payment portal (ePAY) or authorized landbank/SEC cashier windows. Filing fees for non-stock corporations are generally lower than stock corporations as they are calculated based on fixed minimal rates rather than authorized capital stock brackets.

Step 5: Document Execution, Notarization, and Physical Submission

Print the SEC-generated AOI and Bylaws. All incorporators must sign the documents, and they must be notarized by a Philippine Notary Public. Submit the signed and notarized hard copies, along with proof of payment, to the selected SEC office for final verification.

Step 6: Issuance of Certificate of Incorporation

Once the physical documents match the approved digital submission, the SEC will issue the Certificate of Incorporation. This marks the exact moment the corporation acquires its legal personality.

5. Critical Post-Registration Compliance

Securing the SEC Certificate of Incorporation is only the first step. To legally operate in the Philippines, a non-stock corporation must secure secondary registrations and adhere to annual reportorial requirements.

Secondary Government Registrations

Bureau of Internal Revenue (BIR): Apply for a Tax Identification Number (TIN), register the Books of Accounts, and apply for an Authority to Print (ATP) receipts/invoices.
Local Government Unit (LGU) Permits: Secure a Barangay Clearance and a Mayor's/Business Permit from the city or municipality where the principal office is located.
Statutory Employee Benefits: If the corporation hires employees, it must register as an employer with the Social Security System (SSS), Philippine Health Insurance Corporation (PhilHealth), and Home Development Mutual Fund (Pag-IBIG).

Important Note on Tax Exemption: Being a non-stock, non-profit corporation does not automatically grant absolute tax exemption. The corporation must apply for a formal Certificate of Tax Exemption (CTE) under Section 30 of the National Internal Revenue Code (NIRC) with the BIR, proving its revenues are strictly used for charitable, educational, or religious activities.

Annual SEC Reportorial Obligations

To maintain its active status and avoid hefty fines or revocation of its corporate franchise, the non-stock corporation must submit the following documents annually:

General Information Sheet (GIS): Submitted within thirty (30) days from the date of the annual members' meeting.
Annual Financial Statements (AFS): Audited by an independent Certified Public Accountant (CPA) if gross annual revenues exceed the threshold set by the SEC. For smaller organizations, a simplified Non-Stock Financial Statement may suffice.