Verification of SEC Registration for Lending Companies in the Philippines A comprehensive legal guide (updated to June 2025)
1 | Regulatory Landscape
| Instrument | Key Points for Lending Companies |
|---|---|
| Republic Act No. 9474 – Lending Company Regulation Act of 2007 | • Defines “lending company” and distinguishes it from “financing company” and banks. • Requires a separate Certificate of Authority (CA) from the SEC, on top of the Certificate of Incorporation (COI). • Sets ₱1 million paid-in capital minimum and a 49 % foreign-ownership cap (unless the company lends exclusively to barangay microbusinesses or operates under special investment laws). • Imposes fines, imprisonment, and revocation for unregistered activity. |
| Implementing Rules & Regulations (IRR) of RA 9474 | Provides documentary checklist, licensing fees, reporting calendar, and sanctions. |
| Revised Corporation Code of the Philippines (RA 11232) | Governs incorporation, corporate governance, beneficial-ownership disclosures, and dissolution of lending corporations. |
| Securities Regulation Code (RA 8799) | Empowers the SEC to issue cease-and-desist orders (CDOs), conduct investigations, and penalize fraudulent solicitations of funds. |
| SEC Memorandum Circulars (notably MC 19-2019, MC 10-2021, MC 56-2022) | • MC 19-2019: stricter documentary requirements; prohibition on “misleading” corporate names. • MC 10-2021: mandatory disclosure and separate registration of online lending platforms (OLPs). • MC 56-2022: granular guidelines on FinPro and other fintech touchpoints; prescribes website-banner disclosures of CA number. |
| Financial Products and Services Consumer Protection Act (RA 11765, 2022) | Gives the SEC explicit visitorial and adjudicatory power over consumer complaints involving lending companies and online credit providers. |
| Anti-Money Laundering Act & Data Privacy Act | Lending companies performing “covered transactions” must register with AMLC; all must protect borrower data and obtain lawful consent. |
2 | Core SEC Licensing Requirements
Corporate Name: Must contain the words “Lending Company,” “Lending Investor,” or “Lending Corp.”
Paid-in Capital: Minimum ₱1 million, fully subscribed and paid at incorporation.
Ownership Limitation: Maximum 49 % foreign equity (except under special regimes).
Articles of Incorporation & By-laws: Contain an exclusive primary purpose “to operate as a lending company pursuant to RA 9474.”
Certificate of Authority (CA):
- Issued after SEC Compliance Investigation Division (CID) review.
- Indicates serial number and date of issuance; valid perpetually unless suspended/revoked.
Display Obligation: COI and CA must be conspicuously displayed at the principal place of business and on every online platform or mobile app splash screen.
Post-licensing Reports:
- General Information Sheet (GIS) – within 30 days after the annual meeting.
- Audited Financial Statements (AFS) – within 120 days of fiscal year-end.
- Quarterly Report on Loan Transactions (Q-Lending) – 15 days after each quarter.
3 | Verification Pathways – How to Check a Lending Company
| Verification Step | How It Works | Practical Tips |
|---|---|---|
| A. Online SEC Databases | • SEC eFAST (Electronic Filing and Submission Tool) – public search shows company status (“Active,” “Suspended,” “Revoked,” “Dissolved”). • List of Registered Lending Companies – PDF updated quarterly on SEC website. | ✦ Match exact corporate name and CA number. ✦ Check “remarks” column for “CA revoked,” “OLP suspended,” or similar warnings. |
| B. SEC Express System (CERTIFICATE VERIFICATION) | Request Certified True Copies of the COI, CA, latest GIS, and AFS. | Fees: ₱210 per document (electronic) plus courier. Results usually within 3–5 business days. |
| C. Walk-in Verification | SEC Main Office (Philippine Int’l Convention Ctr., Pasay) or Extension Offices (e.g., Cebu, Davao). | Bring ID and pay the ₱100 “sticker verification” fee to view the physical company folder. |
| D. Cross-check SEC Advisories & CDOs | The Enforcement and Investor Protection Department (EIPD) posts Advisories and Cease-and-Desist Orders naming unregistered or abusive lenders. | A revoked or enjoined company’s CA remains listed but marked “revoked” – a red flag. |
| E. On-site Inspection | Inspect the business site or app: certificates must be displayed with QR code or weblink pointing to SEC database (per MC 10-2021). | Absence or blurred certificate screenshots in an app is a ground to suspect non-compliance. |
| F. Beneficial-Ownership & AML Checks | Request most recent BOI Form (beneficial ownership declaration) filed with the SEC; match to GIS. | Required for KYC under AMLA. Discrepancies suggest shell-entity risk. |
4 | Red Flags Signalling Non-Registration or Revocation
- No CA number in ads, app store description, or loan agreement.
- Corporate name mismatch – “ABC Lending App” but CA issued to “ABC Finance Corp.” (financing vs lending).
- Interest & Fee Disclosures absent – violates RA 11765 § 2 (b).
- Aggressive debt collection including threats, shaming, or phone book harvesting – grounds for SEC suspension under MC 18-2019.
- SEC Advisory/Warning naming the entity or its key officers.
- GIS not filed for two consecutive years – leads to delinquent status and eventual revocation.
5 | Consequences of Operating Without a Valid SEC CA
| Violation | Statutory Basis | Sanctions |
|---|---|---|
| Operating a lending business without CA | RA 9474 § 12 | • ₱10,000 – ₱50,000 fine and/or 6 months – 10 years imprisonment for responsible officers. |
| Misrepresentation or false statements in CA application | RA 9474 § 14 | • Revocation of CA + criminal prosecution. |
| Violation of SEC MC 10-2021 (unregistered online platform) | MC 10-2021 § 6 | • ₱1,000/day administrative fine; • Takedown of website/app; • Public censure. |
| Unfair collection or harassment | RA 11765 § 11; SEC MC 18-2019 | • Suspension or revocation of CA; • Consumer restitution; • Referral for Data Privacy or Cybercrime prosecution. |
6 | Recent & Emerging Developments (2023 – 2025)
- Digital-Only Lenders: SEC now requires server-location disclosure and source-code escrow for purely digital lenders (MC 3-2024 draft).
- Open Finance & API Reporting: Voluntary API submission of loan portfolio data to SEC-AMLC joint database began January 2025.
- AI-Driven Credit Scoring: SEC Advisory - April 2025 reminds lenders that AI credit models must be auditable and cannot discriminate under the Equal Credit Opportunities Act.
- Regional Passporting Talks: ASEAN Capital Markets Forum is exploring cross-border recognition of CA for microlending platforms; still at concept stage.
7 | Practical Compliance Checklist (for Borrowers and Counterparties)
- Obtain and read a copy of the CA – confirm no revocation stamp.
- Verify corporate status on SEC eFAST: Active (not Suspended).
- Match responsible directors in the latest GIS with the people you deal with.
- Check for Advisories naming the company, its platform, or its majority shareholder.
- Scrutinize loan contract: • CA number printed • nominal vs effective interest • penalty computation • Data-Privacy consent clauses.
- If in doubt, file an email query to eipd@sec.gov.ph (attach screenshots). The SEC replies within 10 working days under its Citizens’ Charter.
8 | How to Report Suspected Illegal Lending
Prepare evidence (screenshots, contract, call recordings).
Submit a sworn complaint (or request for advisory) to:
Enforcement and Investor Protection Department Securities and Exchange Commission 7907 Makati Ave., Brgy. Bel-Air, Makati City eipd@sec.gov.ph
Follow-up using the ticket number provided; SEC may conduct a test-buy or clandestine registration check.
Parallel remedies: File a criminal case for estafa / grave threats, or a civil action for nullity of usurious (unlawful) stipulations.
9 | Conclusion
Verifying a Philippine lending company’s SEC registration is no longer a mere formality—it is a critical due-diligence step that protects borrowers, investors, and counterparties from fraud, harassment, and data abuse. The process revolves around two indispensable documents: the Certificate of Incorporation (proving juridical existence) and the Certificate of Authority (legitimizing the lending business). By leveraging the SEC’s digital portals, scrutinizing public advisories, and understanding the statutory framework of RA 9474, RA 11765, and allied circulars, any stakeholder can confidently confirm whether a lender is above board—or poised for sanctions.