Verifying Company Registration with the SEC in the Philippines
A comprehensive legal guide under the 2019 Revised Corporation Code, the Securities Regulation Code, and related issuances
1. The Securities and Exchange Commission (SEC): Mandate and Jurisdiction
| Aspect | Key Points |
|---|---|
| Constitutional & Statutory Basis | Created by Presidential Decree No. 902-A (1976); reorganized under SEC Reorganization Act (RA 8799, 2000); corporate law framework now anchored on the Revised Corporation Code of the Philippines (RA 11232, 2019). |
| Regulatory Reach | Domestic corporations (stock & non-stock), foreign corporations licensed to do business here, partnerships when specifically required by special laws, foundations, associations issuing proprietary membership shares, and entities issuing securities to the public. |
| Primary Functions | (1) Registration of juridical entities; (2) Monitoring & compliance (e.g., submission of General Information Sheet (GIS), Audited Financial Statements (AFS)); (3) Records custody; (4) Enforcement & adjudication (e.g., cease-and-desist, administrative fines, revocation). |
Why the SEC file matters: For most Philippine businesses, the certified true copies kept in the SEC Company File are the public, conclusive proof of juridical personality, capital structure, officers, and corporate powers. Financial institutions, government bidders, investors, and courts routinely rely on them.
2. Why Verify a Company’s SEC Registration?
| Scenario | Legal or Practical Rationale |
|---|---|
| Contracting and credit risk | Art. 1311 Civil Code requires consent of the true juridical entity; failure to confirm existence can void contracts or complicate enforcement. |
| Anti-money-laundering due diligence | Covered persons (banks, fintech, real estate dealers) must conduct Know-Your-Customer (KYC), including verification of SEC status and ultimate beneficial ownership (AMLA Rule III). |
| Public solicitation / investment | Investors protected under Securities Regulation Code; verifying SEC registration and secondary license (for investment-taking entities) avoids fraud. |
| Government procurement | RA 9184 bidders must submit SEC Certificate & latest GIS to prove eligibility. |
| Tax compliance | BIR registration premised on SEC Certificate’s corporate name and registration number. |
| Litigation | Only the SEC-registered corporation may sue or be sued (Rule 3, Sec. 2 Rules of Court); verifying registration number prevents dismissal for misjoinder or lack of capacity. |
3. Core SEC Records and Identifiers
| Record | Contents / Purpose | How to Recognize Authenticity |
|---|---|---|
| Certificate of Incorporation | Corporate name, SEC Registration No., date of issuance, form code (Stock / Non-stock), digital signature / embossed seal. | Serial number pattern: YYYY-##### (post-2018). Embossed dry seal or QR code under SEC Memo Circular No. 29-2020. |
| Articles of Incorporation (AOI) & By-laws | Primary purpose, term, capital, incorporators, share structure, governance rules. | Each page annotated “Received” by SEC and docketed; certified true copy carries reddish counter-stamp after 2022 digitization. |
| General Information Sheet (GIS) | Annual report of ownership, officers, beneficial owners. | Latest GIS must bear “RECEIVED” barcode; electronic GIS filed through SEC Electronic Filing and Submission System (eFAST) since 2021. |
| License to Do Business (Foreign Corp.) | Shows Philippine resident agent, paid-in capital assigned to PH. | LRN format: FYYYY-#####. |
| Secondary Licenses | E.g., Broker/Dealer, Lending Company, Financing Company, Investment Company Adviser. | Number & date refer to specific Memo Circular; verify via subsector registries. |
4. Official Methods to Verify Registration
4.1 Free Online Look-ups
SEC i-View Portal Launched 2023; currently in beta.
- Enter exact corporate name or Registration No.
- Returns entity status (Active, Suspended, Revoked, Expired), Registration Date, and Company Type.
- Displays notice if under SEC Advisory or Cease-and-Desist Order (CDO).
eFAST Public Search
- Accessible from https://cifss.sec.gov.ph.
- Provides publicly downloadable PDFs of the latest GIS and AFS if the filer opted for public access.
- Requires basic Captcha, no login.
OpenCorporates & PhilGEPS Cross-Checks (auxiliary)
- Not authoritative but useful to corroborate corporate name variations and government supplier status.
Tip: Exact spelling matters. Omit “Inc.” when uncertain and use wildcard “%”. Names are case-insensitive; punctuation is ignored.
4.2 Paid Document Requests (SEC Express Systems)
| Facility | Scope | How It Works | Turn-around Time |
|---|---|---|---|
| SEC Express (formerly i-Register Express) | Certified true copies of AOI, By-laws, GIS, AFS, and Certificates. | Create account → select documents → pay via e-Payment (GCash, PayMaya, credit card) → choose courier or pick-up. | 3–5 working days Metro Manila; 7–10 provincial. |
| SEC Express Nationwide Submission (SENS) | Courier lodging of physical filings—useful if you wish simultaneously to retrieve & file documents. | Book via SENS portal; same courier partner (PHLPost, LBC). | Dependent on courier. |
| Walk-in Records Counter (Ground Fl., Secretariat Bldg., PICC Complex, Pasay) | Manual search for pre-digitization (pre-2000) files or voluminous folders. | Submit request form, pay P60-P80/page or P120/page for certified true copy. | Same-day for short files; longer for archived boxes. |
4.3 Verifying Hard-Copy Certificates
Security Features after 2020
- Micro-printed SEC seal, anti-copy void pantograph, QR code linking to public verification page, dry seal.
Contact SEC Corporate Filing and Research Department (+632) 523-6411 loc. 165 for manual serial number validation.
Compare digital signature block to pattern mandated in SEC Memorandum Circular No. 1-2021 (AAB-FMD serial).
Notarial Acknowledgment: Cross-check notary commission with Integrated Bar of the Philippines directory to detect forged acknowledgments.
5. Red Flags & Common Schemes
| Red Flag | Explanation | What to Check |
|---|---|---|
| Suspended or Revoked Status | Failure to submit reports for ≥5 years, or violation of securities laws. | i-View “Status” field; any SEC Order reference. |
| “Lending” & “Financing” Companies without Secondary License | RA 9474 & RA 8556 impose ₱1 million and ₱10 million minimum capital, respectively. | Search secondary license list (Lending Regulation Division). |
| Vague Registration Numbers | Fake numbers often use 5 digits or omit year. | Must follow YYYY-##### (domestic) or CS20YY*** for older). |
| Using DTI Business Name as “SEC‐registered” | Sole proprietor certificates are issued by DTI, not SEC. | Ask for Articles of Incorporation and SEC Registration No. |
| Promises of unrealistic returns | Check if entity has Permit to Sell Securities or SEC En Banc approval. |
6. Legal Consequences of Misrepresentation
| Violation | Statutory Basis | Penalty |
|---|---|---|
| Doing business without SEC registration | Sec. 12, RCC | Fine up to ₱2 million + ₱1,000/day of continuing violation; disgorgement; possible cease-and-desist. |
| Falsified certificate or GIS | Art. 172, Revised Penal Code; Sec. 158, RCC | Criminal liability: prisión correccional and/or fine; revocation of charter. |
| Selling securities without registration/authority | Sec. 8 & 28, SRC | Fine ₱50k–₱5 million + imprisonment 7–21 years; etc. |
| Failure to maintain books for inspection | Sec. 177, RCC | Fine ₱10k–₱200k + ₱1k/day continuing. |
7. Step-by-Step Verification Checklist
Collect Basic Details
- Exact corporate name (as in contracts)
- Alleged SEC Registration No.
- Claimed principal office address
Run Free Online Search
- i-View → confirm status, date, type
- eFAST → fetch latest GIS & AFS
Check Secondary Oversight
- If activity involves lending, investments, insurance, banking → confirm specific license with SEC Division, IC, or BSP.
Order Certified Copies (Optional but recommended for courts)
- Use SEC Express → AOI & latest GIS
Inspect Authenticity of Hard Copies
- Security features, serial, signatures, QR
Document Findings
- Keep screenshots, certified copies, and payment receipts as audit trail.
Escalate Red Flags
- Email epd@sec.gov.ph (Enforcement & Investor Protection Department) with evidence; they can issue advisories or CDOs.
8. Interaction with Other Government Registrations
| Register | What It Covers | When Needed |
|---|---|---|
| DTI Business Name | Sole proprietorships; trade names of corporations. | Verify if counterpart is not a corporation. |
| Barangay & LGU Permits | Physical location legitimacy. | Useful for service contracts. |
| BIR COR (Form 2303) | TIN and tax type registration. | Confirms active taxpayer status. |
| PhilGEPS | Government procurement eligibility. | For state contracts. |
9. Data Privacy & Access Limits
- Public vs. Restricted Data: Under Data Privacy Act (RA 10173), certain personal data (e.g., birthdates of directors) may be redacted in public copies.
- Legitimate Interest Test: Corporate due diligence satisfies “legitimate interest,” so downloading GIS is permissible.
- Retention: SEC stores corporate files for the life of the corporation + 3 years after dissolution.
10. Best Practices for Lawyers & Compliance Officers
- Always cite the exact SEC Registration No. in pleadings and contracts.
- Annex certified true AOI & latest GIS when incorporating entities in litigation to avoid capacity challenges.
- Schedule annual re-verification at the time of GIS filing (within 30 days after AGM).
- Build a red-flag escalation matrix aligned with AMLA risk ratings.
- Use notarized Secretary’s Certificate to confirm board authority, but validate that the signatory appears in the most recent GIS or Secretary’s Certificate of Election.
11. Frequently Asked Questions
| Q | A |
|---|---|
| Is a Certificate of Good Standing still issued? | No. The SEC stopped issuing blanket “Good Standing” certificates in 2017. Status is now inferred from compliance records. |
| Can dissolved corporations still appear in searches? | Yes, i-View will mark them “Dissolved” with dissolution date; the file remains accessible for winding-up claims (Sec. 139, RCC). |
| How long does electronic name reservation last? | 30 calendar days under the CRS. Expired names re-enter the pool automatically. |
| Does an SEC Registration prove tax compliance? | No. Tax compliance must be verified with the BIR; SEC checks only corporate law requirements. |
12. Key References
Republic Act No. 11232 (Revised Corporation Code), esp. Secs. 10–20, 158-180
Republic Act No. 8799 (Securities Regulation Code)
SEC Memorandum Circulars:
- MC No. 02-2021 (Submission of Reports via eFAST)
- MC No. 29-2020 (Enhanced Security Paper for Certificates)
SEC En Banc Decision, SEC vs. Clamwel (ENB Case No. 01-20-123, 2022) – clarifies effect of revoked registration.
AML Council Resolution No. 64-2021 – verification of Ultimate Beneficial Owners through SEC data.
Conclusion
Verifying a company’s SEC registration in the Philippines is a multi-layered but manageable process that blends free online checks with formal document retrieval. Because corporate existence—and thus contractual and regulatory capacity—depends entirely on SEC recognition, a prudent lawyer or compliance officer treats SEC verification as the first, not the last, step in any Philippine business engagement.