Verifying Company Legitimacy in the Philippines: A Comprehensive Legal Guide
I. Why Verification Matters
Whether you are a consumer, supplier, creditor, potential investor, or a public official performing due diligence, confirming that a Philippine business is legally existent and in good standing protects you from fraud, unenforceable contracts, and exposure to anti-money-laundering risks. Verification also supports public policy goals under the Revised Corporation Code of the Philippines (RCC, R.A. 11232) and the Business Name Law (R.A. 3883, as amended), which require disclosure of a business’s legal personality and responsible officers.
II. Which Registry to Check?
| Business Form | Primary Registry | Key Governing Law |
|---|---|---|
| Corporation (stock or non-stock) | Securities and Exchange Commission (SEC) | RCC (R.A. 11232) |
| Partnership (general or limited) | SEC | Civil Code Arts. 1767-1867; RCC supplemental rules |
| Foreign Corporation (branch, rep. office, RHQ/ROHQ) | SEC | RCC Title XIV; FIA (R.A. 7042) |
| Sole Proprietorship | Department of Trade and Industry (DTI) | Business Name Law (R.A. 3883) |
Tip: Local government units (LGUs) and the Bureau of Internal Revenue (BIR) also issue permits and registrations, but they do not create the legal entity. Always start with the SEC or DTI.
III. SEC Verification for Corporations & Partnerships
Basic Existence – Certificate of Incorporation / Registration
- Issued upon approval of Articles of Incorporation or Partnership.
- Shows SEC Registration (Company) Number and date.
Good Standing – Monitoring Filings
- General Information Sheet (GIS). Must be filed within 30 days of annual stockholders’/members’ meeting.
- Audited Financial Statements (AFS). Must be filed within 120 days of fiscal-year end (or 180 days for listed companies).
- Failure to file leads to suspension or revocation under the RCC and SEC MC No. 2-2019.
Practical Tools
Tool URL / Access* What You Get SEC Company Registration System (CRS) https://crs.sec.gov.ph Basic company profile (active/suspended/revoked). SEC i-View / Express System e-commerce.sec.gov.ph Pay-per-doc copies of GIS, AFS, Articles. EFAST & OST Viewer https://efile.sec.gov.ph Free PDFs of recent submissions (for covered entities). SEC Advisory Page https://www.sec.gov.ph/advisories Lists entities flagged for fraud or unlicensed solicitations. *URLs are provided for orientation; availability may change.
Foreign Corporations
- Look for a SEC License (not merely a certificate).
- Check resident agent details and surety bond (if required).
- Verify issuance of an FIA Certificate of Authority for industries subject to foreign-ownership caps.
IV. DTI Verification for Sole Proprietorships
Business Name (BN) Registration
- Mandatory under R.A. 3883 if a proprietor uses any name other than their true name.
- Valid for five years; renewable.
Tools
Tool URL What You Get DTI Business Name Registration System (BNRS) Next Gen – Search https://bnrs.dti.gov.ph Current status, BN certificate number, owner’s name, expiry date. Certificate Authenticity Verifier (CAV) Within BNRS portal Confirms whether a specific BN certificate number is genuine. Legal Effect
- BN registration does not create a separate juridical person; liability remains personal.
- LGUs still require a BN certificate before issuing barangay/Mayor’s permits.
V. Supplementary Checks
| Agency | Document / Database | Relevance |
|---|---|---|
| BIR | Form 2303 (Certificate of Registration) & TIN validation | Confirms the entity is tax-registered. |
| LGU (City/Municipality & Barangay) | Business Permit / Barangay Clearance | Proof the business is allowed to operate at a specific location and paid local taxes. |
| PhilGEPS, GPPB | PhilGEPS Red/Platinum Registration | Needed for government procurement; shows updated tax and SEC/DTI compliance. |
| Insurance Commission / BSP / DOH-FDA, etc. | Secondary licenses | Required for regulated industries (fintech, insurance, MLM, lending, pharma). |
VI. Red Flags When Verifying
- “Revoked” or “Suspended” status in CRS.
- No recent GIS/AFS in i-View (more than two fiscal years missing).
- Entity appears in SEC Advisories or subject to Cease-and-Desist Order (CDO).
- Expired DTI BN certificate.
- Mismatch between Mayor’s Permit address and SEC/DTI records.
- Refusal to provide official receipts (BIR-authorized).
VII. Consequences of Doing Business with an Unregistered Entity
| Scenario | Legal Effect |
|---|---|
| Contract with a non-existent corporation (never registered or revoked) | Void and inexistent under Civil Code Art. 1318; officers may incur personal liability. |
| Foreign company doing business without a license | Cannot sue in Philippine courts (RCC Sec. 150); contracts may be unenforceable. |
| Partnership exceeding ₱3,000 capital but unregistered | Treated as a co-ownership, partners become personally liable (Civil Code Art. 1772). |
| Proprietor using unregistered business name | Fined ₱5,000-₱20,000 + imprisonment (R.A. 3883); LGU may close establishment. |
VIII. Step-by-Step Verification Checklist
- Identify the form (corporation, partnership, foreign branch, or sole proprietorship).
- Search the correct primary registry (SEC CRS or DTI BNRS).
- Obtain & review primary documents (Certificate, GIS, AFS, BN Certificate).
- Cross-check with secondary licenses or LGU permits if sector-specific.
- Check enforcement advisories (SEC, BSP, FDA, etc.).
- Confirm tax compliance (BIR Form 2303 or “Ask for OR” official receipt).
- Document your findings for audit trails and AMLA/KYC records.
IX. Common Misconceptions
| Myth | Reality |
|---|---|
| “A Mayor’s Permit proves a company is legitimate.” | It only shows local-business compliance; it does not create the legal entity. |
| “DTI-registered means incorporated.” | DTI covers sole proprietorships only; it is not equivalent to SEC incorporation. |
| “SEC registration cannot be revoked.” | SEC may suspend or revoke for non-filing, shell status, fraud, or non-operation (RCC Secs. 21-22). |
| “If the address on the OR matches the brand, that’s enough.” | ORs can be forged; always corroborate with SEC/DTI records. |
X. Key Legal Provisions (Selected)
- R.A. 11232 – Revised Corporation Code (2019): Secs. 19-23 (corporate existence), 150-151 (foreign corporations), 159 (non-filing offenses).
- R.A. 3883 – Business Name Law (1931, as amended).
- SEC Memorandum Circulars – e.g., MC No. 2-2019 (GIS deadlines), MC No. 28-2020 (email addresses & numbers), MC No. 6-2022 (AFS filing schedules).
- Anti-Dummy Law (C.A. 108) – relevant for foreign equity restrictions.
- Local Government Code (R.A. 7160) – business permit authority.
- National Internal Revenue Code – Sec. 236 (BIR registration).
XI. Practical Tips for 2025 and Beyond
- Digital-only submissions. Since 2021, SEC shifted to mandatory electronic filing (EFAST/OST). Paper documents without QR codes may be outdated.
- Unique Entity Number (UEN). The SEC is piloting a UEN aligning SEC, DTI, BIR and PhilSys IDs—expect phased rollout.
- e-Notarization. Corporate documents notarized through Supreme Court’s Interim Rules (A.M. No. 20-12-01-SC) are valid if presented with DocuRef codes.
- FinTech & VASP licenses. Verify with the Bangko Sentral ng Pilipinas (BSP) and Anti-Money Laundering Council (AMLC) registration lists for virtual-asset service providers.
- Data Privacy. Collecting copies of certificates is allowed as “legitimate interest” under the Data Privacy Act, but safeguard the documents.
XII. Conclusion
Verifying a business’s legitimacy in the Philippines is neither difficult nor optional. By systematically checking the SEC or DTI primary registries, reviewing statutory filings, and corroborating with tax and LGU records, stakeholders can detect red flags early and transact with confidence. Regular legislative updates—particularly under the RCC’s push for digitalization—continue to streamline access to reliable corporate information. Mastery of these verification steps is now an essential compliance skill in Philippine commerce and legal practice.