SEC Registration of Religious Organizations in the Philippines: Requirements and Process

Introduction

In the Philippines, religious organizations seeking formal legal recognition often register with the Securities and Exchange Commission (SEC) to acquire corporate status. This registration grants them juridical personality, enabling them to own property, enter into contracts, sue and be sued, and operate as a non-stock, non-profit entity. The process is governed primarily by the Revised Corporation Code of the Philippines (Republic Act No. 11232, effective February 23, 2019), which repealed the old Corporation Code (Batas Pambansa Blg. 68). Religious organizations fall under specific categories: corporations sole and religious societies or aggregates. This article provides a comprehensive overview of the requirements, procedures, benefits, challenges, and related legal considerations for SEC registration in the Philippine context.

The SEC's role in registering religious organizations stems from its mandate to oversee corporations, ensuring compliance with laws on incorporation, governance, and operations. Registration is voluntary but highly recommended for organizations handling assets, donations, or community services, as it provides legal protections and facilitates interactions with government agencies like the Bureau of Internal Revenue (BIR) for tax exemptions.

Legal Framework

Governing Laws

• Revised Corporation Code (RA 11232): This is the primary law for incorporating non-stock corporations, including religious ones. Section 109 specifically addresses religious corporations, allowing them to be formed as corporations sole or religious societies.
• SEC Rules and Regulations: The SEC issues memoranda, circulars, and guidelines, such as SEC Memorandum Circular No. 15, Series of 2019 (Guidelines on the Registration of Corporations), which detail procedural aspects.
• Constitution of the Philippines (1987): Article III, Section 5 guarantees freedom of religion and prohibits the establishment of religion, influencing how religious entities are regulated without state interference in doctrine.
• Related Laws: The Civil Code (RA 386) on juridical persons, the Tax Code (RA 8424, as amended), and laws on non-profit organizations like RA 10168 (Terrorism Financing Prevention and Suppression Act) intersect with registration.

Religious organizations must ensure their purposes align with non-profit objectives under Section 87 of RA 11232, focusing on religious, charitable, educational, or similar activities without distributing profits to members.

Types of Religious Organizations for Registration

1. Corporation Sole: A single individual (e.g., a bishop, pastor, or religious leader) incorporates as the head of a religious denomination. Succession occurs automatically upon the leader's death or incapacity, per the organization's rules (Section 110, RA 11232).
2. Religious Society or Aggregate: A group of at least five incorporators forms a board-managed entity, suitable for churches, missions, or congregations (Section 111, RA 11232).

Both types are non-stock, meaning no shares are issued, and assets are used solely for religious purposes.

Requirements for Registration

To register, applicants must submit documents demonstrating compliance with legal standards. The SEC emphasizes transparency, good governance, and non-profit intent.

General Requirements

• Minimum Number of Incorporators: For religious societies, at least five natural persons of legal age (18 years or older), a majority of whom must be Philippine residents. For corporations sole, only one incorporator (the religious head).
• Purpose Clause: Must explicitly state religious objectives, such as worship, evangelism, charity, or education, without commercial activities.
• No Capital Contribution Requirement: As non-stock entities, no paid-up capital is needed, but initial assets or donations may be declared.
• Compliance with Anti-Money Laundering (AML) Rules: Under RA 9160 (as amended), organizations must not be used for illicit purposes; SEC may require AML compliance certifications.

Specific Documentary Requirements

1. Name Verification and Reservation: The proposed name must be unique, not misleading, and include words like "Church," "Ministry," or "Religious Corporation." Reserve via SEC's online system (eSECURE) for a fee.
2. Articles of Incorporation (AOI):
   • Name of the corporation.
   • Specific religious purposes.
   • Principal office address in the Philippines.
   • Term of existence (perpetual unless specified, per Section 11, RA 11232).
   • Names, nationalities, and residences of incorporators and trustees.
   • For corporation sole: Succession rules.
   • Signed by incorporators and acknowledged before a notary public.
3. By-Laws:
   • Governance structure, including board of trustees (at least five for societies), meetings, voting, and amendment procedures.
   • Must align with religious doctrines but comply with Philippine law.
4. Treasurer's Affidavit: Certifying initial assets or contributions (e.g., property, funds).
5. Verification and Certification of Non-Forum Shopping: A sworn statement that no similar action is pending elsewhere.
6. Endorsements (if applicable):
   • For organizations affiliated with international bodies, a certificate of affiliation.
   • If involving indigenous peoples' religious practices, possible endorsement from the National Commission on Indigenous Peoples (NCIP).
7. Additional for Corporation Sole:
   • Affidavit of the head affirming authority to incorporate and succession rules.
   • Consent from the religious denomination's governing body, if required by internal rules.
8. Proof of Compliance with Zoning and Local Laws: Barangay clearance or local government unit (LGU) permit confirming the principal office's suitability.
9. SEC Forms: Completed SEC registration forms, available online.

All documents must be in English or accompanied by translations, and submitted in digital format via eSECURE.

Fees

• Filing fee: Based on authorized capital or assets; minimum P2,000 for non-stock corporations.
• Legal research fee: 1% of filing fee.
• Reservation fee: P100–P500.
• Additional fees for expedited processing or amendments.

Registration Process

The process is streamlined through the SEC's online platform, promoting efficiency and reducing bureaucracy.

Step-by-Step Procedure

1. Pre-Registration Preparation:

   • Conduct internal consultations to draft AOI and By-Laws.
   • Verify name availability on the SEC website.

2. Online Reservation and Submission:

   • Create an account on eSECURE (esec.sec.gov.ph).
   • Reserve the name (valid for 30–120 days).
   • Upload scanned documents and pay fees online via bank transfer, credit card, or over-the-counter.

3. SEC Review and Evaluation:

   • SEC examines documents for completeness and compliance (typically 3–7 working days).
   • If deficiencies are noted, applicants receive a notice to amend within a specified period.

4. Approval and Issuance:

   • Upon approval, the SEC issues a digital Certificate of Incorporation.
   • The corporation gains juridical personality from the date of issuance.

5. Post-Registration Obligations:

   • Register with the BIR for Tax Identification Number (TIN) and possible tax exemption under Section 30(E) of the Tax Code (for religious, charitable institutions).
   • Obtain barangay and mayor's permits.
   • File annual reports (General Information Sheet, Audited Financial Statements) with SEC.
   • Comply with data privacy laws (RA 10173) if handling personal information.

For amendments (e.g., name change, purpose expansion), file amended AOI/By-Laws with SEC approval.

Benefits of SEC Registration

• Legal Personality: Allows ownership of real property (up to limits under the Constitution for aliens), banking, and contracting.
• Tax Advantages: Qualified entities enjoy income tax exemption on religious activities; donors get deductions.
• Credibility and Protection: Shields members from personal liability; facilitates government grants or partnerships.
• Perpetuity: Ensures continuity beyond individual leaders.
• Access to Services: Easier to open bank accounts, import goods, or engage in charitable work.

Challenges and Considerations

• Separation of Church and State: Registration does not subject doctrines to state control, but operations must comply with secular laws (e.g., labor, environmental).
• Internal Disputes: Courts may intervene in property or governance issues under civil law, as in cases like Roman Catholic Apostolic Administrator of Davao v. Land Registration Commission (G.R. No. L-8451, 1956).
• Dissolution: Voluntary via majority vote; involuntary for violations like fraud.
• Special Cases:
  • Islamic organizations may align with the Code of Muslim Personal Laws (PD 1083).
  • Indigenous religious groups under RA 8371 (Indigenous Peoples' Rights Act) may need NCIP coordination.
• Common Pitfalls: Incomplete documents delay processing; failure to update reports incurs penalties (up to P100,000).
• Judicial Precedents: Supreme Court rulings emphasize non-interference in religious affairs (e.g., Austria v. NLRC, G.R. No. 124382, 1997), but require adherence to corporate formalities.

Conclusion

SEC registration empowers religious organizations in the Philippines to operate effectively within a legal framework that respects religious freedom while ensuring accountability. By meeting the outlined requirements and following the process, these entities can secure their mission's longevity and societal impact. Thorough preparation and ongoing compliance are essential for success.