Verifying Company Registration with SEC Philippines
To verify a company’s registration with
Thought for 4 seconds
Verifying Company Registration with the Philippine Securities and Exchange Commission (SEC)
(A practitioner-oriented guide)
1. Why “verification” matters
| Objective | Risks if skipped | Typical users |
|---|---|---|
| • Confirm that a Philippine entity legally exists and is in good standing. • Check the corporate name, registration number, and date of incorporation. • See whether the firm is authorized to do its stated business (e.g., lending, securities dealing, investment company). |
• Transacting with a non-existent or revoked corporation. • Entering contracts that later prove void or unenforceable. • Personal liability for officers, directors, or contracting parties under the Revised Corporation Code (RCC) and FinTech regulations. |
• Banks and financing companies • Foreign investors in due-diligence • Government procurement units (RA 9184) • Courts/arbitral tribunals determining capacity to sue • Compliance officers & KYC teams |
2. Legal Foundations
Revised Corporation Code of the Philippines (RA 11232, 2019)
- §17: Every corporation acquires juridical personality *“upon issuance by the SEC of the Certificate of Incorporation.”
- §18: Use of corporate name requires prior SEC approval and continuing compliance.
Securities Regulation Code (RA 8799) – special licensing for broker-dealers, advisers, rating agencies.
Investment Company Act (RA 2629) and Financing Company Act (RA 9474) – firms must possess secondary licences, verified through SEC.
Anti-Money Laundering Act (RA 9160) and Terrorism Financing Prevention Act (RA 10168) – Customer Due Diligence demands primary-source verification.
Freedom of Information (FOI) EO No. 2 (2016) – guaranties public access to “official records,” including SEC registration data, subject to reasonable fees.
3. Primary SEC Databases & Tools
| Tool | What it contains | Public access? | Typical turnaround |
|---|---|---|---|
| eSPARC (Electronic Simplified Processing for Registration of Companies) | End-to-end incorporation portal. After a company is registered, its reference number, approved articles, and timetable remain query-able. | Free, online | Real-time |
| CRS (Company Registration System “CRSsearch”) | Legacy search engine listing name, SEC reg. no., date of reg., status (“active,” “suspended,” “revoked,” etc.). | Free (basic); paid for PDFs | Instant |
| SEC i-View | High-resolution PDFs of Articles of Incorporation/Partnership, By-laws, Amended Articles, GIS, and Audited FS. | Pay-per-view (₱10–₱300/page) or subscription | Minutes after payment |
| Online Application for Certification | Generates Certificate of No Derogatory Information, Certificate of Company Registration, or Authentication copies (red-ribbon/Apostille). | Paid; pickup or courier | 3–5 working days |
| Securities Clearing and Finance Corporation (SCFC) portal | Status of broker-dealer memberships. | Free | Real-time |
| Manual walk-in (SEC Head Office, PICC, or Extension Offices) | Docket inspection, microfilm for pre-1990 firms. | Viewing: free; photocopy ₱4/page | Same day for < 200 pp. |
4. How to verify—step-by-step
A. Quick online name & status check (free)
Go to crs.sec.gov.ph → “Search.”
Enter full or partial corporate name.
Note
- SEC Registration No. (e.g., CS2022-12345)
- Company Type (stock, non-stock, partnership, foreign branch, OPC)
- Status (“Active,” “Revoked,” “Suspended,” “Dissolved”)
B. Retrieve official documents (pay-per-view)
Register for SEC i-View account.
Search by name or reg. no.
Choose filings:
- AOI & By-laws – confirms primary purpose, capital structure, incorporators.
- Latest GIS – shows current directors/officers and ownership.
- AFS – financial health.
Pay via e-payment (GCash, Maya, debit/credit).
Download encrypted PDF (valid as machine-readable copy in court & compliance).
C. Order certified true copies (CTCs)
Log in to the Online Application for Certification module (certificates.sec.gov.ph).
Select service type:
- CTC of AOI/GIS/AFS
- Certificate of Non-Registration (for name-similarity clearance)
- No Derogatory Record (needed by LGUs, BoI, PEZA)
Upload signed request letter & ID.
Pay docket fees (₱370–₱560 for first 5 pages).
Choose release method:
- Pick-up (SEC Main or Extension Office)
- Courier (additional ₱160–₱240)
Track status online using the Payment Assessment Form (PAF) No.
D. Verify secondary licences
Search the dedicated registries on sec.gov.ph:
| Licence | Registry URL | Red flags |
|---|---|---|
| Lending / Financing | “LIST OF LENDING COMPANIES” (xlsx) | Unlicensed lenders violate RA 9474 & face closure. |
| Securities Broker-Dealer | “List of Active Brokers” | Must match the name on your trade confirmation. |
| Investment Company / UITF | “Authorized Mutual Funds” | Check if the fund appears as “Approved”; “Pending” is not enough. |
5. Reading common SEC statuses
| Status | Meaning | Action for verifier |
|---|---|---|
| Active | Properly filed latest GIS & AFS; no pending sanctions. | Low risk. Still confirm secondary licences if relevant. |
| Suspended | Temporary order for late filings, capital issues, or major violation. | Request clarification or compliance plan before contracting. |
| Revoked | Registration cancelled (e.g., pyramid schemes, non-filing ≥ 5 years). | Avoid transactions; officers may be personally liable. |
| Dissolved | Voluntary or expiration of corporate term. | Claims must go through liquidation proceedings. |
| Under Receivership/Corporate Rehabilitation | Court-approved stay order; assets shielded. | No enforcement without rehab court leave. |
6. Fees (2025 schedule)
| Service | Base fee | Add-ons | Notes |
|---|---|---|---|
| Name/Status search (CRS) | Free | – | Basic fields only |
| i-View PDF download | ₱10 per page (AOI); ₱20 per page (AFS) | Subscription: ₱5,000/yr unlimited | No fee for “One Person Corporation” (< 100 pages) |
| Certified copies | ₱370 first 5 pages + ₱70/page beyond | Apostille (DFA): ₱100 | Court-ready hard copy has blue-ink SEC seal |
| Letter of No Derogatory Info | ₱830 | – | Valid 6 months |
| Authentication w/ Apostille couriered abroad | ₱1,200 | Intl postage varies | Dual processing: SEC → DFA → courier |
7. Practical tips & common pitfalls
- Always match the corporate name exactly as spelled. “Inc.” vs “Incorporated,” commas, and “&” vs “and” will return different results.
- Check the latest GIS date. A stale GIS (older than 1 year) hints at compliance problems or leadership disputes.
- Cross-check with the BIR’s TIN verification when possible—ghost corporations may skip BIR registration even if SEC-registered.
- Beware of “Revive-and-Hijack” schemes where revoked shells are illegally revived and offered for sale. Always require Certificate of Revival plus Amended AOI.
- For foreign corporations doing business in PH, look for the SEC Licence No. (FN-*) and the DOING-BUSINESS passport in their Certificate of Authority, not a regular “CS” number.
- Digital signatures: SEC now uses DocuSign hashes for online CTCs; courts accept them under the 2020 Rules on Electronic Evidence §1.
- Public holidays & “systems maintenance”: Plan ahead; online applications routinely pause during the last two working days of each month for data reconciliation.
8. Due-diligence workflow (sample checklist)
- Initial lookup – CRS screenshot.
- Download AOI & latest GIS – verify directors, capital, signatories.
- Run AMLA/terrorist watchlist scans on directors, shareholders (> 20 %).
- Order No Derogatory Certificate – show no pending revocation.
- Verify secondary licences (if financial services, lending, SEC-registered fundraising).
- Site visit (optional) – confirm principal office address matches GIS.
- Board resolution / SPA – ensure signatory has authority (Board Sec. Certificate).
9. Penalties for misrepresentation & failure to verify
| Violation | Penalty under RCC / SRC | Illustrative case |
|---|---|---|
| Falsely claiming SEC registration (“dummy corporation”) | ₱50,000–₱5 million + dissolution + imprisonment of responsible officers (up to 6 years) | People v. Cabanatuan Rural Bank (2021) – conviction upheld for misuse of revoked registration. |
| Continuing business after revocation | Same as above plus tax liabilities under NIRC §253 | 2019 SEC decision against online lending apps. |
| Failure of covered persons (banks, brokers) to perform CDD | AMLC penalties ₱10,000–₱500,000 per transaction + possible closure | AMLC vs ABC Bank (settled 2024) – ₱120 m compromise for insufficient KYC proofs. |
10. Future reforms (as of May 2025)
- Central Business Portal Phase 2 – SEC, DTI, BIR, SSS, PhilHealth single dashboard slated Q4 2025.
- Blockchain-anchored “Digital Corporate Ledger” pilot with BSP for tamper-evident filings.
- Mandatory e-filing of GIS for all OPCs starting FY 2026.
- Proposed SEC Charter amendments to impose on-the-spot fines for fraudulent “pre-need plan” sellers.
Key Take-away
In Philippine practice, verifying an SEC registration is both a legal necessity and a practical shield against fraud, void contracts, tax exposure, and AML violations. Start with the free CRS search, graduate to document retrieval through i-View, and, for high-stakes deals, secure certified copies and “no derogatory” certifications. Combining these steps with secondary-licence checks and AML scans fulfills the due-diligence gold standard now expected by regulators, courts, and counterparties alike.
Prepared 26 May 2025 – reflects SEC fee circulars up to Memorandum Circular No. 4-2025 and RCC jurisprudence through G.R. No. 254123 (Dec 2024).