Here’s a comprehensive, plain-English legal article (Philippine context) on how to verify the SEC registration of a company—what to ask for, what to check, what documents mean, how to spot fakes, and what to do if something’s off. This is general information, not legal advice. Exact procedures and forms evolve; when stakes are high, coordinate with counsel or a corporate services professional.

Big picture

In the Philippines, corporations (including One Person Corporations/OPCs), partnerships (general/limited), foundations, and non-stock entities register with the Securities and Exchange Commission (SEC).
Sole proprietorships register business names with DTI, not SEC. Cooperatives register with the CDA. If someone claims “SEC-registered sole proprietorship,” that’s a red flag.
“SEC-registered” ≠ “fully licensed to operate in all respects.” Many businesses also need: BIR registration (Form 2303), LGU permits (mayor’s/barangay), and secondary or industry licenses (e.g., BSP, Insurance Commission, DOE/DOH/DTI permits, etc.).

What to collect from the company (ask for copies)

SEC Certificate of Incorporation / Registration (or for foreign entities, License to Do Business for a Branch/Representative Office).
Articles of Incorporation (or Articles of Partnership) and By-Laws (not for OPCs, which don’t have by-laws).
Latest General Information Sheet (GIS) (for partnerships, the counterpart is the Partners’ Information; for foundations and non-stocks, a GIS as well).
Latest Audited Financial Statements (AFS) with auditor’s report and BIR stamp/acknowledgment (or e-file receipt).
Proof of current officers/directors—board minutes or secretary’s certificate (especially if you’re validating signatories).
Secondary/industry licenses if relevant (e.g., broker/dealer, financing/lending company authority, investment house, pre-need, etc.).
BIR Certificate of Registration (Form 2303), Mayor’s Permit, Barangay Clearance—not proof of SEC registration, but proof of local/tax compliance.

Tip: Ask for certified true copies (CTCs) of core SEC documents if the transaction is material, or obtain your own from the SEC records facility.

How to read the documents (and what each proves)

1) SEC Certificate of Incorporation / Registration

Shows: exact corporate name, SEC Registration Number, date of incorporation, and the form of entity (stock, non-stock, OPC, partnership).
Does not prove current “good standing” by itself; it proves initial formation.

2) Articles of Incorporation & By-Laws

Articles: purpose(s), principal office (city/municipality), capital structure (authorized/subscribed/paid-in), initial directors/trustees, incorporators.
By-Laws: governance rules—quorum, elections, officer roles, meetings, notices.
Watch for: amendments (there may be multiple). Confirm you have the latest.

3) GIS (filed annually)

Snapshot of ownership & control: current directors/trustees/officers, shareholders (for stock corporations), beneficial ownership details, and principal address.
Use it to: verify signing officers, who really owns/controls the company, existence of foreign equity (for FDI limits), and if the principal office matches invoices/IDs.

4) Audited Financial Statements (filed annually)

Validates going concern, capitalization actually paid, related-party transactions, and possible regulatory flags (e.g., negative equity).
Check: audit firm’s details, opinion type (unmodified vs. qualified/adverse), and whether dates align with commitments claimed.

5) Secondary/industry licenses

Required for regulated activities**:**
- Lending/financing companies need SEC Certificates of Authority.
- Securities activities (brokers/dealers, investment houses, crowdfunding portals) need specific SEC licenses.
- Sectors like banking (BSP), insurance (IC) require separate primary licenses in addition to SEC corporate registration of the entity.

Step-by-step verification playbook

Level 1 — Quick screen (same day)

Exact Name Match: Compare the name on the SEC certificate with the name on invoices, contracts, ID numbers, bank accounts. Even a missing comma or extra word can indicate a different entity.
SEC Reg. No. & Date: Does the registration number appear consistently across documents? Do claimed history/track record dates make sense relative to incorporation?
Form of Entity: If they claim to be a corporation but show DTI papers, that’s inconsistent (DTI = sole prop).
Signatories: Cross-check the signing officer’s name and position against the latest GIS.

Level 2 — Substantive checks (1–3 days)

Obtain CTCs of the Certificate, Articles/By-Laws, latest amendments, and latest GIS from SEC records.
Trace authority: Ask for a board resolution or secretary’s certificate specifically authorizing your transaction (e.g., opening an account, executing a contract, appointing a representative).
Registered Address: If you’ll ship or serve notices, confirm it’s not just a virtual office unless appropriate for the business.
AFS reasonableness: Does cash position, capitalization, and revenue line up with the contract size?

Level 3 — Enhanced due diligence (EDD)

Do this if you’re investing, lending, or signing a large supply contract:

Beneficial Ownership: Review the GIS’s beneficial owner disclosures; request an attestation if stakes are high.
Related-party transactions: AFS notes should disclose if you’re actually dealing with a group.
Regulatory fit: If the product sounds like securities, lending, investments, demand the secondary SEC license(s). No license = walk away.
Litigation/Revocation status: Ask the counterparty to provide an attorney’s certification or their undertaking that their registration is active and in good standing, with disclosure of any SEC orders, suspensions, or revocation proceedings.

Special cases

A. Foreign companies doing business in the Philippines

Must secure from SEC a License to Do Business as a Branch or Representative Office (or other forms like RHQ/ROHQ).
Ask for: the License, the Board Resolution/Power of Attorney naming the Resident Agent, proof of capital/assigned funds, and apostilled parent company documents.

B. One Person Corporation (OPC)

Has a single stockholder who may also be the director. No by-laws.
Verify the nominee and alternate nominee designated to take over in case of the single stockholder’s death or incapacity (this appears in filings).
Make sure the signatory aligns with the OPC’s registered president/treasurer/corporate secretary (some roles may be combined subject to rules).

C. Partnerships

Ask for the SEC Certificate of Partnership and Articles of Partnership (and amendments).
Validate who can bind the partnership—typically managing partners per the Articles or a partners’ resolution.

D. Non-stock corporations & foundations

Confirm charitable/non-profit purpose; check trustees on the GIS and any special permits (e.g., to solicit donations).

What “good standing” usually means (and how to gauge it)

“Good standing” is not a single certificate; it generally means the entity is not suspended/revoked and is up-to-date with annual filings (GIS & AFS) and applicable fees/penalties.
Clues: availability of latest GIS/AFS, consistent officer line-up, no disclaimers from auditors, and company readiness to furnish CTCs on short notice.

If the company refuses to provide a recent GIS/AFS or claims they “don’t file,” treat that as a serious red flag.

Common red flags (walk carefully)

DTI papers presented as SEC registration for a “corporation.”
Screenshots of certificates instead of full PDFs/CTCs; blurred seals; inconsistent fonts or names.
Mismatched names between bank accounts, invoices, and SEC docs.
Entities offering securities/investments/lending but have no corresponding authority.
“Management discretion” or vague powers claimed by signatories without a board/partners’ resolution.
Old GIS (e.g., multiple years missing)—suggests filing lapses or dormant status.

Practical FAQs

Q: Does BIR registration or a Mayor’s Permit prove SEC registration? A: No. They’re separate. You need the SEC registration for corporate existence (except sole props and co-ops).

Q: Are e-signatures acceptable on corporate resolutions? A: Often yes for private deals, but many banks and registries still insist on wet-ink and/or notarized secretary’s certificates. Align with your counterparty’s institution requirements.

Q: How recent should the GIS be? A: It’s filed annually. For comfort, ask for the latest filed plus any interim changes (e.g., new officers/directors) evidenced by SEC-stamped submissions.

Q: Can I rely on a trade name/brand name? A: Only if it’s clearly tied to the registered entity. Get a “doing business as” disclosure or a board resolution that the brand is used by [Exact Corporate Name, SEC Reg. No.].

Transaction toolkit (templates you can adapt)

A. One-page document request

Please provide, within five (5) business days:

SEC Certificate of Incorporation/Registration (or License to Do Business, for foreign entities),

Articles of Incorporation (and all amendments) and By-Laws (if applicable),

Latest GIS (filed year ____),

Latest AFS (fiscal year ____),

Secretary’s Certificate/Board Resolution authorizing [transaction],

Copies of applicable secondary/industry licenses, and

BIR 2303, Mayor’s Permit, and Barangay Clearance.

B. Secretary’s Certificate (must-see items)

Exact board meeting date/quorum,
Resolution text authorizing the act,
Name/ID of authorized signatory(ies),
Specimen signatures,
Certification by the Corporate Secretary with notarization.

If something’s wrong (your escalation path)

Pause the deal. Ask for clarifications in writing.
Get your own CTCs of SEC documents directly from the SEC records service.
Seek counsel if you suspect unlicensed securities, lending without authority, or falsified corporate papers—these can trigger administrative, civil, and criminal exposure.
Re-paper: If the business is real but the entity named is wrong (e.g., using a trade name), re-issue contracts to the exact legal entity that will perform and be paid.

Quick checklists

Basic verification (deal under ₱1M)

SEC Certificate (copy)
Latest GIS (copy)
Signatory’s authority (secretary’s cert)
Name & bank account match

Standard verification (₱1M–₱50M)

All basic items + CTCs from SEC
Latest AFS (audited)
Secondary license (if regulated activity)
Beneficial ownership review in GIS

Enhanced verification (investment/credit/long-term supply)

All standard items + board/owners’ warranties of good standing
Litigation/regulatory disclosure letter
Comfort call with corporate secretary (confirming authority)
Ongoing covenants to keep licenses and filings current

Bottom line

Match the name and SEC Registration Number across all papers, confirm current officers via latest GIS, and secure authority documents for your transaction.
For regulated activities, demand the proper license (being “SEC-registered” as a corporation is not enough).
When money is material, obtain certified true copies directly from SEC records, and don’t proceed until inconsistencies are fixed.

If you tell me your type of counterparty (stock corp, OPC, partnership, foreign branch), the kind of deal (investment, supply, loan), and the amount, I can draft a tailored verification checklist and the exact representations/warranties to insert in your contract.