SEC Registration Verification for Lending Companies in the Philippines
A comprehensive legal guide (updated to 7 July 2025)
1. Why verification matters
In the Philippines, any entity that extends loans “in the regular course of business” must be registered with – and supervised by – the Securities and Exchange Commission (SEC). Verifying that a lender holds the proper SEC authority protects:
- Borrowers – from predatory interest, abusive collection, and data-privacy violations.
- Investors / shareholders – by ensuring the company’s corporate personality is valid.
- The public – because unlicensed lending is often a front for fraud, money-laundering or loan-shark activity.
The SEC therefore maintains several mechanisms that let anyone confirm a lender’s legitimacy in minutes.
2. Legal framework
| Instrument | Key points for lending companies |
|---|---|
| Republic Act (RA) 9474 – Lending Company Regulation Act of 2007 | Defines a “lending company,” sets minimum paid-up capital (₱1 million), and prohibits operations without a Certificate of Authority (CA) from the SEC. |
| Implementing Rules & Regulations (IRR) of RA 9474 (SEC Memorandum Circular [MC] No. 1-2007, as amended) | Spells out the registration process and reportorial duties. |
| Revised Corporation Code (RA 11232, 2019) | Governs incorporation, corporate governance, and SEC enforcement powers (e.g., revocation, administrative fines up to ₱2 million per violation, plus ₱1,000/day of continuing breach). |
| RA 5980, as amended | Covers financing companies (often confused with lending companies). Financing firms must have ₱10 million paid-up capital and a separate CA. |
| SEC MC 18-2019 & MC 19-2019 | Impose stricter rules on online lending platforms (OLPs): additional disclosures, data-privacy safeguards, and a mandatory separate CA specifically for online or app-based lending. |
| Bangko Sentral ng Pilipinas (BSP) Circular 1133-2021 | Caps effective interest on consumer loans at 6 %/month and imposes a P600/month ceiling on penalties and other fees (enforced jointly by SEC for non-bank lenders). |
| Data Privacy Act (RA 10173) & National Privacy Commission circulars | Prohibit scraping phone contacts, public shaming, and other intrusive collection tactics. |
| Anti-Red Tape Act / Ease of Doing Business (RA 11032) | Mandates SEC to accept digital submissions (eFAST) and issue certificates within set timelines. |
3. How a lending company is registered
Primary SEC registration under the Revised Corporation Code
- Choose either a traditional stock corporation or a One-Person Corporation (OPC).
- Proposed name must contain “Lending Company” or “Lending Investor.”
- Minimum paid-up capital: ₱1 million, fully subscribed and at least 25 % paid on incorporation (100 % for OPC).
Secondary license – Certificate of Authority to Operate as a Lending Company (CA)
File the LC Form 1 (application) plus:
- Feasibility study or business plan;
- NBI / police clearances of directors, officers & major shareholders;
- Proof of capitalization (bank certificate, audited FS if existing);
- Surety bond (₱250,000 minimum) for OLPs.
Pay filing fees (≈ ₱10,000 + ₱1,000 legal research fee).
SEC issues the CA (valid perpetually unless revoked, but subject to annual fees and compliance reports).
Post-licensing obligations
- File General Information Sheet (GIS) within 30 days of AGM.
- Submit Audited Financial Statements (AFS) within 120 days of fiscal year-end.
- Quarterly disclosure of outstanding loan portfolio and interest rates (SEC MC 7-2015).
- Renewal of surety bond for OLPs every two years.
4. Where and how to verify an SEC-registered lender
| Verification channel | What you’ll see | How to use |
|---|---|---|
| SEC i-View / SEC Express One-Stop Shop (formerly “SEC SOS”) | Corporate name, registration number, CA number & status (Active/Revoked/Expired), date issued. | Create an account → Search by company name or reg. no. → Download Certificate of Good Standing or certified true copies (₱400 + courier). |
| Public Lists on sec.gov.ph (updated every few weeks) | • List of registered Lending Companies with valid CA • List of companies whose CA was revoked / whose names were blacklisted | Download the PDF or XLS and search. Red flag if name appears in the revoked list or absent from the active list. |
| eFAST company profiles (for lawyers/accountants) | Complete filing history, articles of incorporation, financial statements. | Login (with attorney/CPA credentials) → “Company Monitoring.” |
| Walk-in verification (SEC Main Office, Mandaluyong, or Extension Offices) | Certified true copy of Articles of Incorporation or CA while-you-wait. | Fill request form → Pay ₱100/page certification fee. |
| Email / phone inquiry – crmd_publicassistance@sec.gov.ph | Written confirmation (often within 48 hrs). | Provide company name, reg. no. if available. |
Practical verification checklist
- Make sure the corporate name exactly matches the name on marketing materials / loan agreement.
- Confirm BOTH the SEC Registration No. and the CA No. – it is common for scammers to show a genuine incorporation certificate but no CA.
- Check that the CA status is “Active” (not Revoked, Expired, or Suspended).
- For mobile apps: verify that the developer company (not just the app name) appears on the SEC’s “allowable OLP” list.
- Beware of “lending cooperatives” – legitimate co-ops are registered with the Cooperative Development Authority (CDA), not the SEC, and may lend only to their members.
5. Consequences of lending without SEC authority
| Violation | Statutory penalty | SEC’s usual enforcement tools |
|---|---|---|
| Operating without a CA (RA 9474 § 12) | Fine ₱10,000 – ₱50,000 and/or imprisonment 6 months – 10 years | • Cease & Desist Order (CDO) • Public advisory / name-and-shame • Asset freeze via AMLC |
| Misrepresentation in ads (RA 9474 § 14) | Same as above + revocation of primary license | • Suspension of debt collection • Referral to NPC for data-privacy breaches |
| Violation of interest-rate caps (BSP Circ. 1133) | Up to ₱1 million fine per transaction + restitution | • Joint SEC–BSP enforcement |
| Harassing collection practices (SEC MC 19-2019, DPA) | Phased fines ₱50k → ₱200k; possible closure | • Order to delete illegally-harvested data |
Directors, officers, and controlling owners are personally liable. Finally, any unlicensed loan is voidable, and the borrower may raise illegality as a defense in court.
6. Ongoing compliance after registration
- Reportorial – GIS, AFS, quarterly lending report, beneficial-ownership disclosure (RA 11901, 2022).
- Interest & fee disclosure – Truth-in-Lending Act (RA 3765) still applies; provide the Schedule of Loan Charges in bold print.
- Anti-Money Laundering – Lending companies are “covered persons” (AMLC Regs. § 1.2(w)); must register with AMLC, do KYC, and file Suspicious Transaction Reports.
- Consumer-friendly collection – No threats, profane language, or “contact scraping”; collectors must identify themselves; calls only between 8 a.m. – 5 p.m. on weekdays.
- Data-privacy compliance – Privacy Impact Assessment, privacy notice, registration with the NPC if processing more than 1,000 data subjects annually.
- Tax – Regular VAT-free status for lending; Documentary Stamp Tax (DST) of ₱1.50 per ₱200 of principal on each loan instrument.
7. Special rules for Online Lending Platforms (OLPs)
- Separate CA – even if the operator already has a CA for brick-and-mortar lending.
- Mandatory in-house data-privacy officer and GDPR-style consent screen.
- App stores may delist an OLP upon SEC request.
- Server location disclosure – MC 19-2019 requires servers to be in the Philippines or a jurisdiction with mutual legal assistance treaties.
- Advertising – Must show SEC Registration No. and CA No. prominently in every ad, push notification, or SMS blast.
8. Coordination with other regulators
| Regulator | Touchpoint with SEC-licensed lenders |
|---|---|
| Bangko Sentral ng Pilipinas (BSP) | Interest-rate caps (consumer protection); Anti-Money Laundering supervision. |
| National Privacy Commission (NPC) | Probes data-harvesting and “contact shaming.” |
| Department of Trade & Industry (DTI) | Handles consumer complaints on deceptive marketing or hidden charges. |
| Local Government Units (LGUs) | May require a mayor’s permit but cannot override or replace the SEC CA. |
9. Recent developments & future outlook (2023-2025)
- Digital filing and monitoring – The SEC’s eFAST portal (2021) and eSECURE mobile-ID (2024) allow real-time status checks.
- Draft bill (House Bill 8322) seeks to triple the minimum capital (to ₱3 million) and impose real-time API reporting of loan transactions.
- Task Force OLP (SEC + NPC + NBI) shut down 190 illegal apps (2023-Q2 2025).
- Financial Consumer Protection Act (RA 11765, 2022) expanded SEC’s visitorial powers and now lets it order restitution for aggrieved borrowers.
- AI-based credit scoring guidelines expected late 2025; SEC has signalled that transparency of algorithms will be a pre-condition for OLP licence renewal.
10. Practical checklists
For entrepreneurs
- Reserve a corporate name with “Lending Company.”
- Prepare ₱1 million paid-up capital (bank certificate).
- Draft Articles of Incorporation + By-Laws citing RA 9474.
- Assemble clearances (NBI, tax clearances) for each director/officer.
- File primary registration → obtain SEC Reg. No.
- Apply for CA (submit LC Form 1, bond, plan of operations).
- Post-issuance: register with AMLC, NPC, and your LGU; enrol in eFAST.
For borrowers / investors
- Step 1: Search the company in SEC i-View.
- Step 2: Confirm CA No. and “Active” status.
- Step 3: Check if the lender (or its app) appears on any SEC revoked list.
- Step 4: Review the loan’s Disclosure Statement for effective interest (“EIR”) and fees; caps should not exceed BSP Circular 1133.
- Step 5: Read privacy notice; avoid apps that demand unlimited phone permissions.
11. Conclusion
Verifying a lending company’s SEC registration is no longer arcane; the Commission now offers searchable databases, downloadable certificates, and coordinated enforcement that makes illegitimate lenders stand out quickly. For businesses, full compliance – from capitalization to quarterly reporting – is the cost of legal certainty and public trust. For consumers and investors, a two-minute online check can spell the difference between a legitimate credit facility and a costly scam. As fintech evolves, the SEC’s stance is clear: operate transparently, or not at all.