Here’s a practitioner-grade, Philippine-specific guide to SEC company registration verification—what counts as valid proof, how to verify directly with the Securities and Exchange Commission (SEC), what to ask from counterparties, and the red flags that void or undermine reliance. It’s written for lawyers, compliance officers, bankers, procurement teams, and anyone who needs to do know-your-counterparty (KYC) checks in the Philippines.

Scope & quick definitions

SEC: The Philippine Securities and Exchange Commission. It regulates corporations (stock/non-stock), partnerships, one person corporations (OPCs), and foreign corporations doing business in the Philippines (via a license).
Not under SEC: Sole proprietorships (DTI), cooperatives (CDA), foundations are SEC-registered but follow special rules. Always match the entity type with the correct registering agency.
“Verification”: Establishing (1) that the entity exists and is duly registered, (2) its current status (active/suspended/revoked/dissolved), (3) its identity details (name history, registration number, principal office), and often (4) authority of specific officers to bind it.

Legal bases (pillars)

Revised Corporation Code (RCC), R.A. 11232 – governs incorporation, corporate powers, reportorial duties, dissolution, revival.
SEC Memorandum Circulars (MCs) – prescribe contents and deadlines of General Information Sheets (GIS), Audited Financial Statements (AFS), beneficial ownership disclosures, electronic filing, and sanctions for non-compliance.
Anti-Money Laundering Act (AMLA) & issuances – require covered institutions to perform CDD/KYC, often using SEC records as primary evidence of existence and control.

What qualifies as primary proof of SEC registration

Ask for clear copies and, where needed, Certified True Copies (CTCs) from the SEC:

Certificate of Incorporation (or Certificate of Filing of Partnership, or License to Do Business for foreign corps)
- Shows company name, SEC Registration Number, date of registration, and legal form.
Articles of Incorporation (AOI) & By-Laws (and any Amendments)
- Disclose purpose(s), capital structure, principal office, term, directors/trustees.
Latest General Information Sheet (GIS) (most recent fiscal year)
- Lists directors/trustees/officers, principal office, and—in current practice—beneficial ownership information fields.
Latest Audited Financial Statements (AFS) (filed with SEC and BIR)
- Confirms going concern, compliance, and often matches signatories.
Board Secretary’s Certificate / Board Resolution
- Not an SEC record per se, but crucial to prove authority to sign contracts, open bank accounts, or appoint signatories.

CTC vs. plain copy: For high-stakes deals, courts and banks expect CTCs issued by the SEC. For low-risk counterparties, reliable photocopies plus cross-checks may suffice—but know your institution’s risk policy.

Where to verify (three reliable routes)

A) Verify through the counterparty (document-driven)

Request the following front pack and examine consistency:

Certificate of Incorporation/License (color scan), AOI & By-Laws (including all amendments), latest GIS, latest AFS, and Secretary’s Certificate naming authorized signatories.
Government IDs of signatories; proof they are the same individuals named in GIS/board resolution.
Cross-check names, SEC Registration Number, principal office, and officer line-up across all documents and the contract pack.
If a name change occurred, demand the Amended Articles or SEC Certificate of Filing of Amended AOI.

B) Verify directly with the SEC (record-driven)

Request CTCs of the Certificate of Incorporation (or License), AOI/By-Laws (and amendments), and the latest on-file GIS/AFS.
Ask specifically for current status and name history (e.g., change from “ABC, Inc.” to “ABC Holdings, Inc.”).
If documents will be used abroad, have the CTCs apostilled at the DFA.

Tip: When you file a document request, supply exact company name and SEC Registration Number to avoid false matches (many entities share similar names).

C) Verify independently via cross-registries (corroboration)

BIR (Taxpayer Identification Number & registration), LGU (mayor’s/business permits), SSS/PhilHealth/HDMF registrations for operating companies.
If the entity is actually a sole proprietorship or cooperative, stop—SEC records will not exist; switch to DTI or CDA verification.

What to read (and how to read it)

1) Certificate of Incorporation / License

Confirm exact legal name (punctuation and “Inc.”/“Corporation” matter), SEC Registration Number, date of registration, form (stock/non-stock/OPC/partnership/foreign corp).
For foreign corps: Look for the License to Do Business; a mere board resolution abroad is not enough to “do business” in PH.

2) Articles of Incorporation & By-Laws

Primary purpose: Must cover the contemplated transaction. Edge cases (e.g., lending, money service business, investment solicitation, educational services) may trigger special licenses or regulatory approvals beyond SEC registration.
Capital structure: For stock corps—authorized, subscribed, paid-in capital; percentage holdings.
Principal office: Must be a specific address; compare with GIS and contract letterhead.
Term: Under the RCC, default is perpetual unless otherwise stated; old fixed terms might have been amended.

3) GIS (gold mine for KYC)

Confirms current directors/trustees and officers (Chair, President, Treasurer, Corporate Secretary).
Shows shareholdings (for stock corps) and often beneficial ownership fields.
Check dates: Use the most recent and watch for late filing (a compliance red flag).
Match the signatories on contracts with officers listed, or require a board resolution delegating authority.

4) AFS

Confirms auditor, fiscal year, going-concern note, and whether the company is operating or dormant.
Use for sanity checks on size vs. claimed capacity.

Status codes & their implications

Active/Registered – Good standing (subject to timely filings).
Suspended – Usually for reportorial lapses or sanctions; cures upon compliance. Transacting risk: medium/high.
Revoked – Registration/License canceled; cannot legally operate. Contracts entered after revocation risk being void/unenforceable for illegality.
Dissolved – Winding up only; no new business except for liquidation tasks.
Revived – Previously dissolved/revoked entity restored under RCC procedures; check revival order and cut-off date.

Special cases

One Person Corporation (OPC): Verify single stockholder details, nominee/alternate nominee, and succession mechanics in the AOI; authority often flows directly from the sole stockholder acting as President.
Non-Stock Corporations/Foundations: Scrutinize purpose (charitable/educational/religious). Some activities need additional permits (e.g., solicitation).
Foreign Corporations: Must have SEC License to Do Business. Without it, they generally cannot sue in PH courts on business contracts formed here. Verify resident agent details and scope in the license.
Name changes, mergers, spin-offs: Ask for amended certificates, articles of merger, or plan of merger—and check effective dates against the transaction timeline.

Red flags (don’t ignore these)

“SEC pending” or “applied for registration” claims without a Registration Number.
Scanned certificates with mismatched fonts, wrong SEC logo styles, missing security marks, or wrong signatories for the period.
GIS shows different directors than those signing your agreement and no board resolution presented.
Principal office address on documents differs from all other materials; mail returns as “unknown.”
Long-overdue GIS/AFS filings (pattern of non-compliance).
Entity type mismatch (they claim to be “Inc.” but also show a DTI Business Name certificate—mutually exclusive).

How to structure a verification workflow (bank-grade but practical)

Intake
- Collect legal name (exact string), SEC Registration Number, TIN, principal office, contact officer.
Document pack request
- Cert. of Incorporation/License, AOI/By-Laws (+ amendments), latest GIS and AFS, Secretary’s Certificate/Board Resolution, valid IDs.
Consistency review
- Name, number, address, officers, purpose—across all docs and the proposed contract.
Direct SEC pull (as needed)
- Order CTCs to remove doubt, especially for medium/high-risk relationships.
Authority check
- Ensure signatories are officers or authorized by board resolution; check quorum and vote requirements in By-Laws.
Final risk rating & record
- Note status, expiration/renewal cycles, and calendar the next GIS/AFS due dates for ongoing monitoring.

Sample due-diligence request list (you can paste this into an email)

Please provide: (1) SEC Certificate of Incorporation (or License to Do Business for foreign corps); (2) Articles of Incorporation and By-Laws, including all amendments; (3) Latest GIS; (4) Latest AFS; (5) Secretary’s Certificate/Board Resolution naming authorized signatories and transaction authority; (6) Valid government IDs of signatories; (7) Proof of principal office (recent bill/lease), if available.

Using SEC records in contracts & litigation

Reps & warranties: Insert a representation that the counterparty is duly organized, validly existing, and in good standing with the SEC, and that signatories are duly authorized.
Conditions precedent: Delivery of CTCs and a current GIS.
Litigation: SEC records (CTCs) are public documents and self-authenticating; they are routinely offered to prove corporate existence, officer identity, authority, and status.

Record-keeping & privacy

Keep only what you need for KYC and audit trails; store IDs and GIS securely under Data Privacy Act principles (purpose limitation, proportionality, retention limits).

Frequently asked practicals

Q: Is a scanned SEC certificate enough? A: For low-risk deals, maybe. For bank accounts, high-value contracts, or cross-border use, obtain CTCs and, if for use abroad, apostille them.

Q: Our counterparty is a “sole proprietorship” with a DTI certificate but calls itself “ABC, Inc.” A: That’s a mismatch. Sole proprietorships are not corporations. They won’t have SEC records. Verify with DTI instead or require incorporation if the contract requires a corporation.

Q: The corporation was revoked two years ago but offers a revival order now. Is it fine? A: Review the revival order, confirm effective date, and ensure post-revival compliance (GIS/AFS). Some liabilities or acts during revocation can be problematic.

Q: Do I need beneficial ownership info? A: For AML/KYC and sanctions screening, yes. Start with the GIS and obtain owner/officer IDs and, if risk-relevant, ultimate beneficial owner (UBO) attestations.

One-page checklists (printable)

Counterparty pack (minimum)

SEC Certificate of Incorporation / License
AOI & By-Laws (+ all amendments)
Latest GIS (same year)
Latest AFS
Secretary’s Certificate / Board Resolution naming signatories
Valid IDs of signatories

What to confirm

Exact legal name & SEC Registration Number are identical across all docs
Status: active / not suspended/revoked/dissolved
Officers in GIS match authority documents
Purpose permits the transaction; special licenses if needed
Principal office address is consistent and reachable
If foreign corp: License to Do Business is current; resident agent identified

When to escalate to CTCs

High value or long-tenor transactions
Conflicting documents or name changes
Foreign use (apostille required)
Prior compliance lapses (late GIS/AFS, sanctions exposure)

Bottom line

SEC verification is a disciplined cross-check of existence, status, authority, and identity. Start with the counterparty’s pack, corroborate directly with the SEC for anything material, and lock in authority through board/secretary certificates. If the dots don’t connect—names, numbers, officers, purpose—don’t sign until they do.