Requirements & Timelines for Registering a Non-Profit Organization in the Philippines
A practitioner-focused legal guide (updated June 2025)
Key Take-away: In the Philippine setting, almost every entity that the public casually calls an “NGO” or “non-profit” is, in law, a non-stock corporation registered with the Securities and Exchange Commission (SEC). Everything else—tax incentives, foreign-donor eligibility, government accreditations—flows from, and is secondary to, that SEC birth certificate.
1. Choosing the Correct Legal Vehicle
| Vehicle | Core Law | Typical Use-Case | Registrar |
|---|---|---|---|
| Non-Stock Corporation | Revised Corporation Code (RCC, R.A. 11232) | Charities, professional associations, NGOs, schools, religious orgs | SEC |
| Foundation (sub-set of non-stock) | RCC + SEC Memorandum Circular 8-2006 | Entity that holds ₱1 million+ permanently dedicated to public benefit | SEC |
| Cooperative | Cooperative Code (R.A. 9520) | Member-owned co-ops with social purpose | Cooperative Development Authority (CDA) |
| People’s Organization / CSO for Government Funding | DILG Guidelines, GPPB Res. 32-2019 | CSOs bidding for or implementing government projects | SEC (primary), then DILG / DBM |
| Foreign NGO Branch or Representative Office | RCC §150-156 | Foreign charities doing work or fundraising in PH | SEC (license) |
Practice note: Registering as a society or “association” without SEC incorporation (e.g., barangay-level clubs) is allowed but strips the group of juridical personality; it cannot own property or sign contracts.
2. Core SEC Registration Requirements (Non-Stock & Foundations)
Name Reservation & Verification
- Online via SEC eSPARC / CRS
- Valid 30 days; up to 90 days with extensions.
Cover Sheet (SEC Form F-100-NS)
Articles of Incorporation (AOI)
- At least 5 incorporators (maximum 15).
- Majority must be Philippine residents.
- No minimum capital for ordinary non-stock; ₱1 million contributed capital for a foundation (may be in cash or property, deposited in a bank and certified).
By-laws
Treasurer-In-Trust Affidavit
List of Members / Trustees
Notarization / Apostille (apostille required for foreign signatories)
Add-ons for special types
- Schools: Endorsement from DepEd / CHED.
- Religious corporations sole: Bishop’s oath & diocesan charter, etc.
- International NGOs: Proof of legal existence in home country + financial statements.
SEC Filing Fees (2025 schedule)
- Name reservation: ₱120
- Filing fee: 1/10 of 1% of authorized capital or for non-stock, fixed ₱1,010
- Legal research & documentary stamp taxes: ~₱2,000 total for typical filings.
3. Post-Incorporation Tasks & Timelines
| Step | Responsible Agency | Typical Duration* | Key Deliverables |
|---|---|---|---|
| TIN & BIR Registration (Form 1903) | BIR | 3 – 10 working days | Certificate of Registration (COR), Official Receipts, Books |
| Barangay & Mayor’s Permit | LGU | 1 – 2 weeks | Local permits (yes, even non-profits) |
| Tax-Exempt Ruling (Section 30, NIRC) | BIR | 1 – 3 months | Confirmation of income-tax exemption |
| Donee Institution Accreditation | Philippine Council for NGO Certification (PCNC) → BIR → DOF | 3 – 6 months | Enables donors to claim deductible donations |
| DSWD License & Accreditation (welfare agencies) | DSWD | 2 – 4 months | Authority to operate social-welfare programs |
| Funding Eligibility with NGAs / LGUs | COA & DBM rules | Rolling | MOA + liquidation standards |
| BOC Import Duty Exemption (RA 10668) | BOC / DSWD / DOF | 1 – 2 months | For relief goods & donated equipment |
*Durations assume complete and compliant submissions and vary by region.
4. Ongoing Corporate & Regulatory Compliance
| Compliance | Frequency | Key Form / Deadline | Penalty for Late Filing |
|---|---|---|---|
| General Information Sheet (GIS) | Annually within 30 days of AGM | Online filing | ₱1,000 / month |
| Audited Financial Statements (AFS) | Annually within 120 days of FY-end | SEC Form 17-A (large) or plain AFS (small) | ₱5,000 + |
| BIR Annual ITR (even if exempt) | April 15 | Form 1702-EX / RT | Graduated surcharges |
| BIR Quarterly VAT or Percentage Tax (if non-exempt activities) | Quarterly | Forms 2550Q / 2551Q | |
| BOC & BIR Inventory Reports for Duty-Free Imports | Per shipment | Sworn reports | |
| Anti-Red Tape Authority (ARTA) Self-Assessment (foundations) | Biennial | Online | Warning / suspension |
Tip: Many NGOs overlook the BIR Books of Accounts requirement: they must be stamped within 30 days from SEC issuance—even if the organization has no revenue yet.
5. Indicative Timeline — “Plain-Vanilla” Non-Stock NGO
| Calendar Day | Milestone |
|---|---|
| Day 0 | Check name availability and reserve in SEC CRS |
| Day 1–14 | Draft AOI & By-laws, collect IDs, secure treasurer’s affidavit, notarize |
| Day 15 | Upload documents, pay SEC fees |
| Day 20–30 | SEC issues Certificate of Incorporation |
| Day 30–40 | BIR TIN, COR, books & receipts printed |
| Day 40–70 | LGU permits; begin operations |
| Month 2–6 | File tax-exempt ruling & (if desired) PCNC accreditation |
| Month 6+ | Apply for DSWD license if running social work programs |
Foundations add roughly one week for bank certification of the ₱1 million contribution.
6. Special Topics
Foreign Grants & Anti-Terrorism Due Diligence
- Implement donor screening against UN 1267 & AMLA lists (BSP Circular 1108 s. 2021).
- Keep Beneficial Ownership Register (SEC MC 1-2021).
Public Solicitation Permit
- Required before mass fundraising campaigns (DILG MC 2022-077).
Data Privacy Compliance
- NGOs processing beneficiaries’ data must register a Data Protection Officer (NPC Circular 2022-04).
Employment & Volunteer Rules
- Volunteers are not automatically covered by SSS/PhilHealth—but many NGOs voluntarily enroll them to manage risk.
- Foreign volunteers need the Special Work Permit (SWP) or 9(g) Missionary Visa.
7. Common Pitfalls & How to Avoid Them
| Pitfall | Consequence | Mitigation |
|---|---|---|
| Using a for-profit stock corporation but operating as a charity | BIR will deny tax-exempt status | Incorporate as non-stock or amend articles |
| Failure to file GIS for 5 consecutive years | Revocation by SEC | Automate calendar reminders |
| Spending foundation’s ₱1 M capital | SEC Show-Cause Order | Segregate funds; board resolution needed for any change |
| Receiving grants before tax-exempt ruling | Grant may be subject to 25 % corporate income tax | Time fundraising after BIR ruling or gross-up budgets |
| No anti-money-laundering policies | Banks freeze accounts | Adopt AMLA-compliant “know-your-donor” policy |
8. Checklist (print-ready)
Pre-Filing
- Name reservation receipt
- Draft AOI (non-stock) or AOI + ₱1 M proof (foundation)
- Draft By-laws
- Treasurer’s affidavit & ID
- Resident agent (if foreign directors)
- Notarization / Apostille
SEC Filing
- Cover Sheet (F-100-NS) duly signed
- Scanned PDFs uploaded to eSPARC
- Filing fee paid
Post-SEC
- BIR registration & books stamped
- Local permits (barangay, mayor’s, fire safety)
- Board resolutions: opening of bank a/c, accepting donations
- Tax-exempt ruling application package
- PCNC or DSWD accreditation dossier (if applicable)
- AMLA / Data-Privacy policies adopted
9. Conclusion
Registering a Philippine non-profit is neither a one-form exercise nor an impossible bureaucratic slog. The process follows a clear statutory framework—the Revised Corporation Code for personality, the Tax Code for fiscal privileges, and sector-specific rules for special activities. Start-ups need to budget 30–60 days (longer if seeking foundation status or foreign donee eligibility) and to treat ongoing compliance with the same rigor as fundraising.
Disclaimer: This article is for general informational purposes and does not create a lawyer-client relationship. Seek formal advice for specific facts and recent circulars.