Requirements for Company Registration with the Philippine Securities and Exchange Commission (SEC)

(Updated as of 1 June 2025)

1. Legal Framework

Statute / Issuance	Key Points
Republic Act No. 11232 (Revised Corporation Code, 2019)	Foundational law on the creation, governance, dissolution, and punishment of domestic and foreign corporations. Abolished the five-year corporate term cap, introduced the One Person Corporation (OPC), and institutionalized electronic filing.
Foreign Investments Act (FIA, RA 7042, as amended)	Sets the Foreign Investment Negative List (FINL) and minimum capital for foreign-owned domestic enterprises (USD 200,000, higher for certain sectors).
Anti-Money Laundering Act (AMLA) & Terrorism Financing Prevention Act	Triggers the Beneficial Ownership Declaration requirement (SEC Memorandum Circular 16-2023 and related MCs).
Ease of Doing Business & Efficient Government Service Delivery Act (RA 11032)	Mandates time-bound, online or “one-day” options such as OneSEC and the eFAST portal.

2. Recognized Corporate Forms

Domestic	Foreign	Special
Stock corporations (ordinary, close)	Branch or Representative Office	Regional HQ (RHQ) & Regional Operating HQ (ROHQ)
Non-stock (associations, foundations)	Subsidiary (stock or non-stock)	One Person Corporation (OPC)
Professional corporations	Offshore banking unit (OBU), etc.	Social enterprises (if registered as stock/non-stock)

3. Key Pre-Registration Checks

Name Verification & Reservation Use the SEC’s Online Name Verification System; reservation costs ₱120 per 30 days, extendible up to 90 days.
Nationality & Industry Restrictions Ensure compliance with the FINL, the Retail Trade Liberalization Act (amended 2022), Public Service Act (amended 2022), and sector-specific caps (e.g., mass media, rice).
Capital Structure
- Stock corporations: At least 25 % of the authorized capital stock must be subscribed, and 25 % of the subscription must be paid-up (but never less than ₱5,000).
- Foreign-owned (>40 %) domestic enterprises: Minimum USD 200,000, unless qualifying for a lower threshold (e.g., export-oriented ≥60 % or employing 50+ Filipino staff).
- OPC: No minimum unless otherwise required by special laws.
Registered Office & Resident Agent Domestic corporations need a Philippine address. Foreign corporations must appoint a resident agent (individual or domestic corporation).

4. Core Documentary Requirements

Tip: All forms are filed online through eFAST (Electronic Filing and Submission Tool). Upload documents PDF-text searchable, digitally signed, and notarized/apostilled when required.

A. Domestic Stock / Non-Stock Corporations

Cover Sheet (generated by the system).
Articles of Incorporation
- Corporation name, purpose(s), principal office, term (“perpetual” allowed), capital structure.
- At least 2 but not more than 15 incorporators (natural persons must own at least one share).
By-Laws (may be filed within 30 days post-incorporation; “OneSEC” auto-generates this).
Treasurer-in-Trust (TIT) Affidavit or Subscription & Paid-Up Statement.
SEC Form F-105 – Beneficial Ownership Declaration (initial).
Government-issued IDs of incorporators/directors and TIT.

B. One Person Corporation (OPC)

Articles of Incorporation for OPC (single incorporator).
Nominee & Alternate Nominee Consent Forms (must be natural persons).
No by-laws required.

C. Foreign Corporations

Application Form F-100.
Authenticated Board Resolution authorizing Philippine registration.
Authenticated Articles of Incorporation/By-Laws of the parent.
Financial Statements (audited, latest fiscal year).
Proof of inward remittance for capital (branch) or working fund (representative office).
Resident Agent Acceptance Letter & government ID.

D. Sector-Specific Add-Ons

BSP clearance (banking/finance).
BOI or PEZA registration intent (if seeking incentives).
DOH, DOE, SEC FinTech sandbox, etc., depending on regulated activity.

5. Step-by-Step eFAST Workflow (2025 Edition)

Create/Update an eFAST Account Multifactor login (email + OTP SMS per SEC MC 9-2024).
Name Verification & Reservation
Fill Out Online Forms (auto-generates Cover Sheet, AoI, By-Laws).
Upload Signed PDFs
Pay Fees via eSPaySEC (GCash, Maya, credit card, LandBank Link.Biz).
Automated Examiner Review (OneSEC) or Human Review (regular).
Receive Digital Certificate of Incorporation (w/ QR code).
Download Stamped AoI & By-Laws (needed for BIR and banks).

Processing times:

OneSEC stock corp ≤ ₱1 M capital, standard template purpose: as fast as 1 day.
Regular applications: 3 – 7 working days if no clarifications.

6. SEC Filing & Other Government Fees (Indicative)

Fee	Basis	Typical Minimum
Filing fee (stock)	0.25 % of authorized capital stock	₱2,000
Legal research fee	1 % of filing fee	—
By-laws fee	₱1,010 flat	—
OPC flat filing fee	₱2,000	—
Foreign branch application	₱10,000 + LRF	—
Name Reservation	₱120 / 30 days	—

Add 12 % VAT on service fees where applicable.

7. Post-Incorporation To-Do List

BIR Registration
- Secure the Certificate of Registration (Form 2303) within 30 days; pay ₱500 annual fee.
- Register books, apply for invoices/receipts.
Local Government Permits Mayor’s/Business Permit and Barangay Clearance.
Government Agencies
- SSS, PhilHealth, Pag-IBIG (within 30 days of first hire).
- DOLE Rule 1020 (if ≥1 employee).
Open Corporate Bank Account (requires SEC docs & BIR COR).
Insurance Commission / BSP / FDA licenses if applicable.

8. Continuing SEC Compliance

Report	Deadline	Notes
General Information Sheet (GIS)	Within 30 days of each AGM or anniversary date (OPC)	File via eFAST.
Audited Financial Statements (AFS)	120 days from fiscal year-end (stock) or as scheduled by circular	Must be stamped “received” by BIR before SEC filing.
Beneficial Ownership Updates	Within 30 days of any change; confirm annually with GIS	Strict AMLA penalties.
Sustainability Report (publicly-listed or asset-size threshold)	2024 pilot, voluntary in 2025; mandatory 2026	In XBRL template.
Material Related-Party Transactions	Within 3 calendar days of approval	PLCs only.

Late filing penalties range from ₱1,000 – ₱10,000 per form + per month of delay, higher for PLCs.

9. Recent & Upcoming Reforms

Year	Development
2023	SEC MC 16-2023 standardized Beneficial Ownership Declaration; SEC MC 19-2023 rolled out OneSEC v2.0.
2024	SEC MC 6-2024 required digital signatures on all submissions; SEC MC 9-2024 mandated verified email & mobile for directors/officers.
2025	Draft rules on digital corporate meetings and blockchain-based share registry under public consultation.

10. Common Pitfalls & Best Practices

Inconsistent Addresses – Principal office must be identical across AoI, By-Laws, and GIS.
Unpaid Subscriptions – SEC now audits proof of deposit; keep bank certificate dated < 30 days.
Foreign Apostille Delays – Secure apostille early; courier transit often exceeds SEC’s 30-day resubmission window.
Beneficial Owner Omissions – “Zero BO” declarations are scrutinized; list natural persons exercising ultimate control.
Inactive eFAST Account – Director/Officer email bounce backs trigger ₱10,000 fine under MC 9-2024.

Tips

Use the SEC-accredited Digital Notary service for remote incorporators.
Pre-clear regulated words (e.g., “bank,” “finance,” “insurance”) with the appropriate agency before name reservation.
For startups seeking investors, adopt the Model Venture Capital-friendly By-Laws template (SEC draft 2024).

11. Conclusion

Registering a corporation with the Philippine SEC has become predominantly digital, faster, and more transparent, but the documentary discipline remains rigorous—especially concerning beneficial ownership, capital proof, and continuing disclosures. Careful preparation of the core requirements outlined above, coupled with prompt post-incorporation compliance, positions a new entity for smooth operations and shields it from the SEC’s increasingly automated penalties.

Bottom line: master the four pillars—proper documentation, online filing via eFAST, timely payments, and ongoing reports—and your company’s legal standing with the SEC will stay rock-solid.

Feel free to ask if you need templates, detailed fee computations, or guidance on foreign equity restrictions for your specific industry.