A practical and legal guide to confirming corporate existence, status, authority, and regulatory permissions

1) What “SEC registration” means (and what it does not)

In the Philippines, the Securities and Exchange Commission (SEC) is the primary registrar and regulator of corporations, partnerships, and certain foreign business entities doing business in the country. SEC registration is the act that generally creates juridical personality (for domestic corporations) or grants authority to do business (for foreign corporations that register as a branch/representative office, etc.).

SEC registration generally means:

The entity exists in SEC records as a registered corporation/partnership, or as a foreign entity licensed/registered to operate in the Philippines.
The entity has a SEC registration number, official registration date, and basic filed documents (e.g., Articles, GIS).

SEC registration does not automatically mean:

The business is “legit” in the everyday sense (it may still be a shell, scam vehicle, or non-compliant).
The entity is currently compliant (it may be delinquent, suspended, or revoked).
The entity has the licenses/permits required for a specific activity (e.g., soliciting investments, lending/financing, pre-need, dealing in securities, operating as a bank, etc.).
The entity can legally do business in a particular city/municipality (that requires a mayor’s/business permit, zoning clearances, etc.).
The entity is registered as a sole proprietorship (those are registered with DTI, not SEC).

2) Who registers where: SEC vs DTI vs CDA (avoid category mistakes)

A common verification failure is checking the wrong registry.

SEC-registered entities (typical)

Domestic corporations (stock and non-stock), including One Person Corporations (OPC)
Partnerships (general/professional/limited, etc.)
Certain associations that register with the SEC
Foreign corporations that register/license to do business in the Philippines (e.g., branch office, representative office, regional headquarters structures, etc., depending on the framework used)

Not SEC (typical)

Sole proprietorships: usually registered with the Department of Trade and Industry (DTI) for business name registration
Cooperatives: registered with the Cooperative Development Authority (CDA)
Certain professional practices may operate under different regulatory regimes depending on structure

Verification must start with correctly classifying the entity type. If the counterparty claims to be “ABC Trading,” that might be a DTI-registered sole proprietorship, while “ABC Trading, Inc.” is a corporation (SEC).

3) Legal framework that shapes verification (Philippine context)

While verification is practical in nature, it sits on core legal rules:

Revised Corporation Code (RCC), R.A. No. 11232 Governs incorporation, corporate powers, corporate term (generally perpetual unless otherwise stated), board/officers, mergers, dissolution, and related filings.
Securities Regulation Code (SRC), R.A. No. 8799 Establishes SEC’s broad regulatory and enforcement authority, including oversight of securities-related activities.
Electronic Commerce Act, R.A. No. 8792 and related rules Supports recognition of electronic documents and signatures—relevant to modern SEC-issued electronic certifications and filings.
Data Privacy Act, R.A. No. 10173 Affects what personal data may be disclosed in public-facing records and how records are handled.

For regulated industries, additional laws apply (e.g., lending/financing, pre-need, securities dealers/brokers, etc.). The key verification insight is: registration ≠ authorization for regulated activities.

4) What you are actually trying to verify (four layers)

A thorough “SEC verification” is not a single yes/no question. It typically involves four layers:

Existence: Is the entity on SEC records under the exact name (or an older name)?
Identity match: Is the entity you found the same one you’re dealing with (address, officers, registration number)?
Status & compliance: Is it active/existing and compliant (not delinquent/suspended/revoked/dissolved)?
Authority & permissions:
- Are the signatories authorized?
- Is the activity lawful for the entity (primary purpose, secondary licenses, regulated permissions)?

5) Core SEC documents used in verification (and what each tells you)

A) Certificate of Incorporation / Registration (or License for foreign corporations)

Use: Confirms the entity’s formal SEC registration and basic identifiers. Check:

Exact registered name (including “Inc.”, “Corp.”, “OPC”, etc.)
Registration date
Registration number
Whether it’s a domestic entity or foreign licensed entity (where applicable)

B) Articles of Incorporation / Articles of Partnership (and Amendments)

Use: Defines the entity’s identity and scope. Check:

Primary purpose and secondary purposes (important for “authority to transact”)
Principal office address
Corporate term (if specified)
Capital structure (for stock corporations)
For partnerships: partners, contributions, firm name rules

C) By-laws (for corporations that require them)

Use: Internal governance: meetings, voting, officers, procedures.

D) General Information Sheet (GIS)

Use: Snapshot of current corporate information. Check:

Directors/trustees and officers
Principal office (and sometimes secondary addresses)
Stockholders/members (depending on disclosure rules and versions)
Contact details
Compliance history context (e.g., whether filings are up to date)

E) Board Resolutions / Secretary’s Certificate (transaction-specific)

Use: Proves authority for a particular act (opening bank account, borrowing, selling assets, appointing signatories). Check:

Clear resolution text, quorum, meeting details
Correct officer titles and signatures
Consistency with by-laws and GIS
Notarization where customary/required in practice (often demanded by banks and counterparties)

F) “Good standing” or compliance-related certifications (where available)

Use: Confirms the entity is not delinquent and has complied with required filings (availability and naming may vary). Practical point: Many counterparties require a recent certification rather than relying on a single old certificate of incorporation.

6) Practical methods to verify SEC registration (from light-touch to formal)

Method 1: Database/registry confirmation (initial screen)

Goal: Confirm the entity exists in SEC records and retrieve baseline details. Best practice:

Search exact name and close variants (spacing, punctuation, abbreviations).
If provided, match SEC registration number to the found record.
Confirm principal office and incorporation date align with what the counterparty claims.

Common issues:

Name changes or amended corporate names
Similar names (intentional or accidental)
Entities claiming a name but using a different legal suffix (“Inc.” vs “Corp.” vs none)

Method 2: Obtain SEC-filed copies (due diligence standard)

Goal: Validate what is officially filed, not just claimed. Request copies (plain or certified, depending on risk):

Articles (and amendments)
By-laws
Latest GIS (and prior GIS if history matters)
For foreign entities: license/registration documents and proof of authorized local representative where relevant

Why it matters: Scams often use genuine-looking certificates while the filed GIS/officer list tells a different story.

Method 3: Status and compliance check (avoid “delinquent but existing” traps)

Goal: Determine whether the entity is active, delinquent, suspended, revoked, or dissolved.

Status concepts you should understand:

Active/Existing: Generally means the entity remains on the register and not dissolved/revoked.
Delinquent: Commonly tied to failure to file required submissions (often GIS and/or other reportorial requirements). Delinquency can trigger penalties and potential administrative action.
Suspended/Revoked: SEC may suspend or revoke registration for serious non-compliance, fraud, or other grounds.
Dissolved: The corporation has ended its existence (voluntary, involuntary, or by lapse/term issues under older regimes), subject to winding up rules.

Transaction implication: A company may still appear in records but be in a status that should materially change how you deal with it (or whether you should deal at all).

Method 4: Authority verification (the “who can sign?” problem)

Even if the entity is valid, contracts can still be unenforceable or disputed if signed by the wrong person.

Checklist:

Does the signatory appear as an authorized officer in the latest GIS?
Is there a board resolution authorizing the transaction and the signatory?
Do the by-laws require board approval for this type of act?
For major transactions (sale of substantial assets, large borrowing), are there additional approvals required under corporate governance rules and the RCC?
Are there specimen signatures and IDs consistent with the named officer?

High-risk pattern: A “consultant” or “authorized representative” signs without a clear board resolution and secretary’s certificate.

Method 5: Secondary license / regulated activity check (critical for investments and finance)

A major Philippine scam pattern is: “SEC-registered company” used to imply permission to solicit investments or operate a lending/financing/investment business.

You should separately verify:

Whether the company has authority to solicit investments, issue securities to the public, operate as a financing/lending company, act as a broker/dealer, run pre-need plans, etc., when applicable.
Whether the SEC has issued advisories, cease-and-desist orders, or warnings involving the entity, brand, or related promoters.

Key concept: A normal corporation can be registered yet still be unauthorized to take public money as “investments” or promise returns.

7) Identity matching: make sure it’s the same entity

Verification fails when the wrong company record is matched to the counterparty.

Match at least three anchors:

Exact legal name (including suffix)
SEC registration number
Principal office address (or official address in filed records)

Then corroborate with:

Names of directors/officers (GIS)
TIN and official receipts/invoices (BIR documents are separate but useful for cross-checking)
Business permits (LGU) and registered address consistency
Website/email domain alignment with corporate identity (not determinative, but useful as a fraud screen)

8) Special case: Foreign corporations “doing business” in the Philippines

A foreign company can operate locally through structures that typically require SEC registration/licensing (e.g., branch office, representative office, and similar frameworks). The verification questions shift:

Is the foreign entity licensed/registered with the SEC for the appropriate local presence?
Who is the resident agent/authorized representative for service of process and official notices?
What is the scope of permitted activities (e.g., representative offices may have limitations compared to branches)?
Are there reporting and compliance obligations being met?

Practical risk: Contracts signed by foreign principals without proper local registration can create enforceability and regulatory exposure issues, depending on facts and the “doing business” analysis.

9) Common red flags in SEC verification (Philippine scam patterns)

These do not prove fraud by themselves, but they justify deeper checks:

The counterparty provides a “certificate” but refuses to provide GIS or articles.
The registered name differs subtly from the marketed name (extra words, missing suffix, different spelling).
The company is registered, but the business model involves public investment solicitation with guaranteed returns.
The “office address” is inconsistent across SEC filings, business permits, and contracts.
The signatory is not listed in GIS and cannot produce a board resolution/secretary’s certificate.
The entity is active historically but shows signs consistent with being delinquent or administratively inactive.
Payments are requested to personal accounts or unrelated entities.

10) What verification can and cannot protect you from

Verification can protect you from:

Contracting with a non-existent entity
Signing with an unauthorized person
Dealing with an entity that is dissolved, revoked, or seriously non-compliant
Confusing a DTI sole proprietorship with a corporation (or vice versa)
Falling for “SEC-registered therefore investment-legal” misrepresentations

Verification cannot fully protect you from:

Bad faith or future default by a real company
Hidden liabilities, undisclosed disputes, or insolvency
Fake documents that mirror real filings unless you obtain official copies or confirm directly from SEC records
Regulatory issues outside SEC scope (e.g., local permits, BIR compliance, sector regulators)

11) Evidence and document hygiene (useful in disputes)

Where transactions may later be litigated or arbitrated, verification should be documented:

Keep copies of SEC documents obtained, including the date obtained.
Keep copies of authority documents (board resolutions, secretary’s certificates).
Preserve emails, payment instructions, and IDs of signatories.
Ensure contracts reflect the exact registered name and SEC registration number.

Electronic documents and signatures can be valid under Philippine law under appropriate conditions, but practical enforceability often improves with clear provenance (official copies, notarization where customary, and consistent records).

12) Quick due diligence checklists

A) Low-risk consumer transaction (basic)

Confirm entity exists in SEC records under the exact name
Confirm the name on invoice/receipt matches the registered name
Basic red-flag scan (investment promises, mismatched identities)

B) Supplier/vendor onboarding (moderate)

SEC existence + latest GIS
Articles (purpose, office address)
Verify signatory authority (secretary’s certificate/board resolution)
Cross-check with LGU permit and BIR registration details as appropriate

C) Lending, investing, franchise, or large contracts (high)

SEC documents: Articles + amendments, by-laws, latest GIS
Compliance/status confirmation (avoid delinquent/suspended/revoked)
Full authority chain: board resolutions, incumbency/secretary’s certificate
Verify secondary licenses/authority for regulated activities (where relevant)
Screen for SEC enforcement actions/advisories involving the entity or promoters
Consider deeper corporate due diligence (beneficial ownership context, related-party checks, litigation checks via appropriate channels)

13) Reporting and remedies when misrepresentation is suspected

When a party falsely claims SEC registration or uses SEC registration to misrepresent authority (especially for investment solicitation), potential consequences may involve:

SEC enforcement actions (administrative sanctions, cease-and-desist measures where applicable)
Civil claims (contract rescission, damages)
Criminal exposure under general fraud principles depending on facts

The appropriate response depends heavily on the transaction type, evidence, and harm.

Conclusion

SEC company registration verification in the Philippines is best treated as a structured diligence process: confirm existence, match identity, confirm status/compliance, validate authority to sign, and separately confirm regulatory permissions for any regulated activity. Done correctly, it reduces fraud risk, strengthens contract enforceability, and clarifies whether the entity you are dealing with is legally capable—both in corporate existence and in the specific act it proposes to undertake.