SEC Registration Requirements for NGOs and Non-Profit Organizations

Non-governmental organizations (NGOs) and other non-profit organizations (NPOs) in the Philippines that seek separate juridical personality, the right to own property, enter into contracts, and enjoy limited liability for their members or trustees ordinarily register with the Securities and Exchange Commission (SEC) as non-stock corporations. Registration under the Revised Corporation Code of the Philippines (Republic Act No. 11232) confers corporate existence from the date the Certificate of Incorporation is issued. This status is distinct from mere associations or informal groups, which lack legal personality unless incorporated.

SEC registration is the foundational step for most NGOs and NPOs. It does not automatically confer tax exemption, accreditation for donor deductibility, or authority to engage in regulated activities. Separate processes with the Bureau of Internal Revenue (BIR), local government units, and other agencies are required for those benefits or licenses.

Legal Framework

The primary statute is the Revised Corporation Code (RA 11232), which took effect on 23 February 2019 and applies uniformly to stock and non-stock corporations. The Securities Regulation Code (RA 8799) empowers the SEC to prescribe rules on corporate registration, reportorial requirements, and supervision. Specific SEC memorandum circulars and guidelines govern the registration of non-stock corporations and foundations, including documentary formats, name rules, and post-registration compliance.

Specialized laws apply to particular categories: Republic Act No. 10693 (Microfinance NGOs Act) for microfinance NGOs; rules of the Department of Education (DepEd) or Commission on Higher Education (CHED) for educational institutions; Department of Health (DOH) rules for hospitals or health-related foundations; and Department of Social Welfare and Development (DSWD) rules for solicitation permits or social welfare agencies.

Types of Non-Profit Entities Registered with the SEC

Non-stock corporations are the most common vehicle for NGOs and NPOs. No part of the income or assets may be distributed as dividends or profits to members, trustees, or officers. They may or may not have members. Governance is through a board of trustees elected or appointed according to the by-laws.

Foundations are a subset of non-stock corporations organized primarily to extend grants, endowments, or support for charitable, religious, educational, scientific, literary, cultural, or similar purposes. They typically have no members or a self-perpetuating board. The articles of incorporation must contain an irrevocable dedication clause stating that assets are permanently devoted to the stated purposes and that, upon dissolution, remaining assets shall be transferred to another non-profit organization with similar purposes or to the government.

Other non-stock forms exist (e.g., certain professional or trade associations), but the core requirements remain the same.

Qualifications of Incorporators and Trustees

Incorporators must be natural persons of legal age. Under the Revised Corporation Code, one or more persons (up to fifteen) may act as incorporators. In practice, the SEC requires at least five incorporators for non-stock corporations. Incorporators need not be Filipino citizens, although many NGOs voluntarily limit foreign participation for operational or funding reasons. Juridical persons may sometimes act as incorporators when permitted by the SEC.

The board of trustees must consist of at least five and not more than fifteen members, unless the articles provide otherwise in accordance with law. A majority of the trustees must be residents of the Philippines. Trustees must be of legal age and possess the capacity to act. Initial trustees are named in the articles of incorporation; subsequent trustees are elected or appointed pursuant to the by-laws.

Name Reservation

The proposed corporate name must be distinctive, not identical or deceptively similar to any existing registered entity (corporation, partnership, or sole proprietorship), and not contrary to law, public order, or morals. Names suggesting government affiliation, patronage, or endorsement are generally disallowed without proper authority. Use of the words “Foundation,” “NGO,” “Institute,” or “Association” is permitted if the entity qualifies, but “Foundation” in the name triggers additional scrutiny regarding initial assets and dedication clauses.

Name verification and reservation are performed online through the SEC’s electronic registration platform (currently the SEC i-Register or Express System). A reservation fee is paid, and the reservation is typically valid for a limited period (commonly 30 days). The name must be used exactly as reserved in all documents.

Documentary Requirements

The following documents are ordinarily required for registration of a non-stock corporation or foundation:

1. Articles of Incorporation (notarized) — Must state:

   • Corporate name
   • Specific primary and secondary purposes (lawful and non-profit in character)
   • Principal office address in the Philippines (complete street address required)
   • Term of existence (perpetual existence is allowed)
   • Names, nationalities, and complete addresses of the incorporators
   • Number of trustees
   • Names and addresses of the initial trustees (minimum five)
   • For foundations: explicit statement that the corporation is a foundation, that no part of net income or assets shall inure to the benefit of any private person, and the irrevocable dedication of assets upon dissolution.

2. By-laws (notarized) — Must provide for membership (if any), meetings, quorum, voting rights, powers and duties of the board of trustees and officers, fiscal year, amendment procedures, and other internal governance rules consistent with the articles and the Revised Corporation Code.

3. Treasurer’s Affidavit (notarized) — Affirms under oath that the initial assets or contributions have been received by the treasurer for the account of the corporation. For non-stock corporations, it also states that the corporation has no authorized capital stock.

4. For foundations — Proof of initial endowment or capital contribution (bank certificate, deed of donation, or equivalent) demonstrating that the foundation possesses sufficient assets to pursue its purposes. While the Revised Corporation Code does not set a statutory minimum, SEC practice commonly expects an initial endowment of at least One Million Philippine Pesos (₱1,000,000.00) when the word “Foundation” appears in the name.

5. SEC-prescribed cover sheet or application form for non-stock corporations.

6. Endorsements or clearances (when applicable) — From DepEd/CHED for educational purposes, DOH for health-related activities, DSWD for social welfare activities, or other relevant agencies before or concurrent with SEC filing.

All documents must be in the prescribed form, properly notarized, and compliant with SEC formatting rules. Electronic submission is now the standard mode.

Registration Procedure

1. Reserve the corporate name online and pay the reservation fee.
2. Prepare, notarize, and compile all required documents.
3. Log into the SEC online registration platform and submit the complete set of documents electronically.
4. Pay the applicable registration and miscellaneous fees (name reservation, registration fee based on the SEC schedule, legal research fee, and any other prescribed charges). For non-stock corporations the registration fee is generally lower than for stock corporations and may be fixed or computed with reference to declared assets.
5. SEC examines the documents for formal completeness and substantive compliance with law.
6. Upon approval, the SEC issues the Certificate of Incorporation electronically or in printed form. Corporate existence begins on the date stated in the certificate.

The entire process is designed to be completed online, although physical submission may still be accepted in exceptional cases.

Capitalization and Asset Requirements

Non-stock corporations have no authorized capital stock and no par-value shares. There is no statutory minimum capital requirement under the Revised Corporation Code for ordinary non-stock corporations. The corporation must, however, possess or receive initial assets or contributions sufficient to commence operations in pursuit of its stated purposes.

For foundations using the word “Foundation” in the name, evidence of an initial endowment (commonly at least ₱1,000,000.00) is expected. Microfinance NGOs registered under RA 10693 must meet specific minimum paid-up capital requirements (₱1,000,000.00 or higher depending on the scale of operations) and additional governance and reporting standards.

Post-Registration Obligations

Upon issuance of the Certificate of Incorporation the entity must:

• Register with the BIR for a Taxpayer Identification Number (TIN), books of accounts, and official receipts.
• Apply separately to the BIR for confirmation of income tax exemption under Section 30 of the National Internal Revenue Code (if qualified). SEC registration alone does not grant tax exemption.
• Secure barangay clearance and mayor’s permit from the local government unit where the principal office is located (non-profits may still be subject to certain local fees and permits even if exempt from business taxes).
• File the General Information Sheet (GIS) with the SEC within thirty (30) days from registration and annually thereafter.
• File Audited Financial Statements (AFS) with the SEC when gross receipts or assets exceed the thresholds prescribed by SEC rules.
• Comply with all other reportorial requirements to maintain good standing.
• For donor tax deductibility, apply for accreditation with the Philippine Council for NGO Certification (PCNC) or other BIR-accredited bodies.
• Obtain solicitation permits from the DSWD when publicly soliciting funds for social welfare purposes.

Failure to file required reports may result in penalties, suspension of corporate rights, or revocation of the certificate.

Special Categories and Additional Requirements

Microfinance NGOs must register under RA 10693 with the SEC’s designated unit, meet capital and governance standards, and submit periodic reports on outreach and financial performance.

Educational, health, or social welfare organizations frequently require prior or concurrent endorsement from the relevant line agency (DepEd, CHED, DOH, DSWD). The SEC may withhold or condition registration pending such endorsement.

Foreign NGOs or international organizations may register as branches, representative offices, or under special charters, subject to additional rules on foreign equity, reciprocity, and reporting.

Amendments to the articles of incorporation or by-laws require board or membership approval (as applicable), notarization, and filing with the SEC together with the prescribed fees and supporting documents.

Dissolution may be voluntary (by board or membership action with SEC approval) or involuntary (by SEC or court order). Assets of a non-profit corporation must be distributed in accordance with the articles and the cy-près doctrine to another non-profit entity with similar purposes or to the State.

Common Pitfalls and Compliance Notes

The SEC scrutinizes purposes to ensure they are genuinely non-profit. Broad or vague purpose clauses, or purposes that appear primarily commercial, may lead to denial or requirement to register as a stock corporation. Private inurement (any benefit to insiders) is prohibited and can jeopardize both SEC status and future BIR exemption.

Accurate record-keeping of contributions, grants, and expenditures is essential, particularly for donor-funded organizations. Use of the corporate name and seal must be consistent with the registered name.

Legal counsel experienced in Philippine corporate and NGO law is advisable for complex structures, cross-border elements, or organizations planning to engage in regulated activities. Requirements and SEC procedures may be updated through new memorandum circulars; current SEC guidelines and forms should always be consulted at the time of filing.

Registration with the SEC provides the legal foundation upon which NGOs and NPOs build their operations, governance, and credibility in the Philippines. Proper compliance from the outset protects the organization, its officers, and its beneficiaries while enabling access to the legal and fiscal framework available to non-profit entities.