Verifying SEC Registration of a Company in the Philippines – A Comprehensive Legal Guide (2025 Edition)

1 | Why Verification Matters

Legal capacity. Only a corporation or partnership that holds a valid Certificate of Registration (or a foreign company that holds a License) issued by the Securities and Exchange Commission (SEC) can sue, be sued, own property, open bank accounts, or validly enter into contracts in its corporate name.
Risk management. Lenders, investors, suppliers, and customers rely on SEC records to confirm existence, capital structure, board composition, and compliance history.
Regulatory compliance. Banks, covered institutions under the Anti-Money Laundering Act, and certain government agencies require proof of SEC registration during know-your-customer (KYC) onboarding.
Fraud prevention. Most large-scale investment scams in the Philippines have involved entities without any SEC registration or lacking the required secondary license to solicit investments. Verifying status is the first line of defence.

2 | Governing Law & Agencies

Source of authority	Key provisions
Revised Corporation Code of the Philippines (R.A. 11232, 2019)	§ 10–24 (formation and registration); § 158-159 (certificate as conclusive proof of corporate existence).
Securities Regulation Code (R.A. 8799)	Empowers SEC to supervise corporate issuers and enforce disclosure.
SEC Memorandum Circulars & Rules	Detailed procedures on electronic registration (eSPARC), name reservation, certification, and document requests.
Special laws	Lending Co. Regulation Act, Financing Co. Act, Investment Houses Law, Insurance Code, etc.—each requires a secondary SEC license beyond the primary certificate.

3 | What “SEC Registration” Actually Means

Primary Registration
- Certificate of Incorporation (domestic stock or non-stock corporations).
- Certificate of Recording (domestic partnerships).
- License to Do Business (branch/rep offices of foreign corporations).
Secondary or Additional Licenses
- Mandatory for businesses engaged in regulated activities—e.g., lending, financing, securities dealing, investment solicitation, crowdfunding, REIT management, and more.
- Always verify both the primary certificate and the specific secondary license.

4 | Verification Pathways

Method	What you can confirm	Typical users	Highlights / limitations
A. Online Name/Status Search (eSPARC / CRS Query)	Whether a name is registered, reserved, or available; company number; date of incorporation.	Preliminary due diligence, brand naming conflicts.	Not a full record; some older entities are not yet migrated.
B. SEC Express System (https://secexpress.ph)	Certified true copies of: – Certificate of Registration / License – Articles of Incorporation & By-laws – Latest Amended Articles – General Information Sheet (GIS) – Audited Financial Statements (AFS)	Banks, creditors, lawyers, compliance teams.	Paid service (₱100–₱200 per document + courier); 3-5 business-day processing.
C. SEC Main or Extension Office Counter	Same documents as SEC Express; also “walk-in” Certificates of Good Standing.	Urgent matters, notarised certifications.	Personal appearance or authorised representative needed; queueing system.
D. eFAST (Electronic Filing and Submission Tool)	Digital copies of a company’s filed AFS, GIS, SEC Forms 17-A/17-Q (for public companies), and other disclosures.	Investors, equity analysts, journalists.	Requires free eFAST account; availability confined to entities already required to file electronically.
E. SEC Advisories Page	List of entities without registration or secondary license and subject to warnings/cease-and-desist.	Public, investors, media.	Advisory lists are public and searchable; absence from list ≠ automatic legitimacy.

5 | Step-by-Step: Obtaining Certified Documents via SEC Express

Create an account on the SEC Express website.
Enter the company name or SEC registration number. Match exact spelling and punctuation: “ABC Philippines, Inc.” ≠ “ABC Philippines Inc”.
Choose document type (e.g., Certificate of Incorporation, GIS, AFS).
Select delivery or pick-up. Courier is available nationwide; pick-up at PICC, Pasay City.
Pay online (credit/debit card, GCash, Maya, or over-the-counter partners).
Track via portal; receive email/SMS once released.
Receive original, SEC-sealed hard copy—accepted by banks, courts, and government agencies.

Typical fees (2025 SEC Schedule):

Item	Fee (₱)
Certified copy per page	4.00
Certification fee	100.00
Documentary stamp (per certificate)	30.00
Courier (Metro Manila / provincial)	70 / 180

6 | Certificate of Good Standing (CGS)

Purpose. Confirms that all required reports (AFS, GIS) have been timely filed and the corporation is not under suspension or revocation.
Prerequisites. Latest AFS and GIS must already be on file; board resolution authorising request (if done by representative).
Process. Apply at Corporate and Partnership Registration Division counter or via email request (cgscprd@sec.gov.ph); release in 3–7 working days.
Validity. Commonly accepted as current if issued within the past six (6) months, but check the receiving institution’s policy.

7 | Special Cases & Red-Flag Checks

Scenario	Verification focal points
Lending / Financing / Micro-finance firms	Must have both a Certificate of Incorporation and an SEC secondary license under the Lending Company Regulation Act (LCRA) or Financing Company Act (FCA).
Investment solicitations / “double your money” schemes	Verify: 1️⃣ SEC registration, 2️⃣ Secondary license to solicit or sell securities (often absent). Cross-check SEC Advisories for cease-and-desist orders.
NGOs, foundations, non-stock entities	Certificate of Incorporation, latest GIS reflecting trustees, and registration with the DSWD or relevant oversight agency (for foundations).
Foreign corporations doing business	SEC License plus Proof of inward remittance of capital; yearly Financial Statements audited by a Philippine-accredited CPA.
Name reservations prior to incorporation	A reserved name does not confer corporate existence. Ask for the actual Certificate of Incorporation.

8 | Practical Tips & Best Practices

Request at least three (3) documents: Certificate of Incorporation, latest GIS, and latest AFS. Together they reveal capital structure, ownership, and solvency.
Check recency. A GIS older than 15 months or an AFS older than 18 months flags possible non-compliance.
Scan the GIS signatories. If signed by someone who is not listed as an incumbent officer or director, ask for a board resolution.
Verify amendments. Many scams involve name changes—obtain a copy of the Amended Articles to track historical alterations.
Cross-check with BIR and LGU permits. SEC registration is necessary but not sufficient to legally operate a business.
Use eFAST for public companies. Free downloads of annual and quarterly reports can supplement due diligence without cost.
Watch for suspension/ revocation. SEC routinely suspends corporations for failure to file reports for five (5) consecutive years. Status appears in CRS query and on certified copies.
Document authenticity. Certified copies bear a dry seal and blue-ink signature by the SEC Corporate Secretary or delegated officer. Photocopies may be rejected by banks and courts.

9 | Penalties for Misrepresentation

False certification under § 161 of the Revised Corporation Code: fine of ₱200 000 to ₱2 000 000 and/or criminal liability.
Unlicensed sale of securities under the Securities Regulation Code: up to ₱5 000 000 fine or 21 years imprisonment.
Issuance of unregistered investment contracts: subject to cease-and-desist and asset freeze.
Doing business without a license (foreign corp.): fines, deportation of officers, and contracts deemed void.

10 | Contact Points (2025)

Office / Channel	Purpose	Contact
SEC Main Office, Secretariat Bldg., PICC Complex, Pasay City	Walk-in verification, document pick-up	+63 (2) 8818-0921
Email – crmd_publicassistance@sec.gov.ph	Status confirmation, query escalation	Typical response 3-5 working days
SEC Express Hotline	Online document request support	02-7377-8888
Regional Extension Offices (Cebu, Davao, Iloilo, Tarlac, Legazpi, Cagayan de Oro, Zamboanga)	Local walk-in requests	Contact numbers at sec.gov.ph/site-pages/contact
SEC Advisories Portal	Scam & unregistered entity warnings	https://www.sec.gov.ph/advisories

11 | Frequently Asked Questions

Question	Short answer
Is SEC registration the same as a business permit?	No. SEC registration creates the corporation; municipal/city hall issues the mayor’s permit to operate locally.
Do barangay micro-business enterprises (BMBEs) need SEC registration?	Only if organised as a corporation or partnership; sole proprietors register with the DTI, not the SEC.
Can I rely on a scanned copy of the SEC certificate emailed by the counterparty?	Treat scanned or photocopied certificates as prima facie evidence only; obtain a certified true copy for high-value transactions.
How long does name reservation last?	Thirty (30) calendar days, extendible twice. A reserved name confers no legal personality.
What if the company claims it is ‘pending’ SEC approval?	Until the Certificate of Incorporation or License is actually issued, the entity has no juridical existence. Avoid transacting or require a post-issuance condition precedent.

12 | Key Take-Aways

Always verify. A quick CRS query is good for screening, but only certified true copies—and, when needed, a Certificate of Good Standing—provide conclusive assurance.
Check secondary licenses. Registration alone does not authorise lending, investment solicitation, or securities brokering.
Watch for recency and consistency. Compare names, dates, directors, and signatures across GIS, AFS, and certificates.
Use official channels. SEC Express and eFAST greatly reduce processing time and eliminate the need for unofficial “agents.”

Disclaimer: This article is provided for general informational purposes only and does not constitute legal advice. Requirements and fees may change; always confirm with the SEC or consult qualified counsel for specific transactions.

Authored by: [Your Name] Updated: 27 June 2025