Verifying Business Registration Status with Government Agencies in the Philippines

This article is a practical, law-informed guide to verifying whether a Philippine business exists, is duly registered, and is allowed to operate. It covers the SEC, DTI, CDA, BIR, LGUs (barangay and city/municipality), and common “secondary” regulators, with sample steps, document pointers, and legal bases.

I. Why verification matters

Regulatory compliance & risk control. Verifying a counterparty’s status mitigates risks of void or unenforceable contracts, tax exposure, anti-money laundering issues, and reputational harm.
Contractual enforceability. Doing business with an unregistered entity can jeopardize claims and defenses and attract penalties.
Know-Your-Counterparty (KYC). Many industries are “covered persons” under the Anti-Money Laundering Act (AMLA) and must perform customer due diligence, including validating legal existence and beneficial ownership.

II. Entity types and the “right” primary registrar

A sound verification starts by matching the entity type to the correct primary registry:

Entity type	Primary registrar	Typical proof of registration
Sole proprietorship	Department of Trade and Industry (DTI)	Business Name Certificate (with Business Name No. and effectivity period)
Partnership or corporation (stock or non-stock), foreign branch/rep. office, one person corporation (OPC)	Securities and Exchange Commission (SEC)	Certificate of Incorporation/Registration (with Company Reg. No.), Articles of Incorporation/Partnership, latest General Information Sheet (GIS)
Cooperative	Cooperative Development Authority (CDA)	Certificate of Registration (with Reg. No.), Articles & By-Laws
Foundations/NGOs (non-stock)	SEC (non-stock) + often PCNC accreditation (optional tax incentives)	SEC Certificate; (if any) PCNC Certificate

Tip: If the business presents a document from the wrong registrar (e.g., a “corporation” with a DTI certificate), treat as a red flag.

III. Core legal anchors (selected)

Revised Corporation Code (RCC) (Rep. Act No. 11232): corporate formation, perpetual existence, SEC powers, dissolution and revival.
Business Name Law (Act No. 3883, as amended): DTI business names for sole proprietors.
Philippine Cooperative Code (Rep. Act No. 9520): cooperative registration with the CDA.
NIRC (Tax Code), §236 et seq.: taxpayer registration with the BIR and issuance of BIR Form 2303 (Certificate of Registration).
Local Government Code (Rep. Act No. 7160): mayor’s/business permits and local licensing.
Ease of Doing Business and Efficient Government Service Delivery Act (Rep. Act No. 11032): citizen’s charters, time standards, anti-red tape rules applicable to verification requests.
E-Commerce Act (Rep. Act No. 8792): legal effect of electronic data and e-signatures.
Data Privacy Act (Rep. Act No. 10173): lawful processing, purpose limitation, and consent when handling identifying data (e.g., TIN, beneficial owners).

IV. What “good standing” usually means

For most Philippine entities, good standing is a practical conclusion that the entity:

Exists under the proper registrar (SEC/DTI/CDA) and has no order of revocation/suspension on record.
Is registered with the BIR (has a TIN and valid BIR Form 2303) and issues compliant official receipts/sales invoices.
Holds current local permits where it operates (barangay clearance and mayor’s/business permit; sanitary/fire permits as applicable).
Holds any required secondary licenses for its industry (e.g., BSP/IC/FDA/DOE/DOTr/DOLE/DTI-BPS, etc.).
Is not the subject of public regulatory advisories (e.g., SEC advisories against unauthorized investment solicitations).

No single document proves all of the above; you typically corroborate several records.

V. Step-by-step verification by registry

A. Securities and Exchange Commission (SEC)

Use when: the counterparty is a corporation/partnership/OPC/foreign branch or representative office.

Ask for from the company:

SEC Certificate of Incorporation/Registration (shows name, registration number, date).
Articles of Incorporation/Partnership and By-Laws (to confirm purposes and capital).
Latest General Information Sheet (GIS) (for current directors/officers and beneficial ownership declarations).
Recent SEC-received financial statements (if publicly available or provided).
Any SEC order regarding amendments, revival, or name change.

Check for:

Exact legal name (punctuation and “Inc.”/“Corp.” matter).
Registration number format consistent with SEC.
Status indicators: dissolved, revoked, suspended, or active; corporate term (RCC now allows perpetual unless stated otherwise).
Authority to operate (e.g., representative offices cannot earn income locally).
Consistent officers across the GIS and those executing your contract/board resolutions.

Red flags: recent revocation or suspension, mismatch between signatory and board authority, or a “representative office” proposing revenue-earning activities.

B. Department of Trade and Industry (DTI) – Business Name (BN) Registration

Use when: the counterparty is a sole proprietorship.

Ask for:

DTI Business Name Certificate (shows BN No., owner’s name, scope—barangay/city/region/national—and validity period).
A government ID of the proprietor to confirm identity.
BIR Form 2303 and local permits (since DTI BN alone does not authorize operations).

Check for:

Validity period (BNs expire if not renewed).
Business name scope matching the place of operation.
Owner-signatory consistency across documents.

Red flags: expired BN, proprietor’s name mismatch, or use of “corporation-style” language implying incorporation.

C. Cooperative Development Authority (CDA)

Use when: dealing with a cooperative.

Ask for:

CDA Certificate of Registration (Reg. No., date).
Articles and By-Laws.
Latest Annual Reports/general assembly records, when relevant.

Check for:

Type of cooperative (primary/secondary/tertiary; credit, consumer, multipurpose, etc.).
Board/officers who can bind the cooperative (per by-laws and board resolutions).

VI. Tax registration (BIR) and invoicing

Proofs to request from the counterparty:

BIR Form 2303 (Certificate of Registration) showing taxpayer type, registered activities, and taxes (e.g., VAT/non-VAT, percentage tax, withholding).
Authority to Print (ATP) or Invoice/Receipt Information for e-invoicing solutions; samples of official receipts/sales invoices bearing the correct TIN, address, and business name.
BIR Registration of Books (if pertinent) and Notice to the Public posted on premises.

What you can (and cannot) verify:

The BIR does not provide broad public lookups of TINs. Validation is generally done through documents provided by the taxpayer and, if you have legal basis/consent, by direct coordination with the revenue district office (RDO).
Check consistency: TIN, address, and business name on invoices must match the 2303 and primary registry.

Red flags: mismatched TIN/name, unofficial receipts, or invoices lacking ATP/e-invoicing details.

VII. Local Government Units (LGUs): barangay + city/municipality

Expect two layers:

Barangay clearance for the place of business.
Mayor’s/Business Permit from the Business Permits and Licensing Office (BPLO) of the city/municipality, typically accompanied by sanitary, fire safety, zoning, and environmental clearances.

Ask for:

Current year mayor’s/business permit (validity is usually calendar-year based).
Official receipt of payment of business taxes and regulatory fees.
Barangay clearance covering the business address.

Check for:

Exact trade name and registered address.
Line(s) of business authorized by the LGU.
QR codes/serial numbers where implemented.

Red flags: expired permits, address mismatch, or line of business inconsistent with your transaction.

VIII. Secondary and sector-specific licenses (illustrative)

Depending on the activity, you may need to verify licenses with “secondary” regulators. Common examples:

Bangko Sentral ng Pilipinas (BSP) – banks, MSBs, EMI/e-money issuers, VASP/VDASP, remittance, certain fintech.
Insurance Commission (IC) – insurers, brokers, HMOs, mutual benefit associations.
Food and Drug Administration (FDA) – manufacturers/importers/distributors of food, drugs, cosmetics, medical devices; LTO and product notifications/CPRs.
DTI-BPS – product certification (PS/ICC marks) for regulated goods.
Department of Labor and Employment (DOLE) – labor contractors/subcontractors registration.
Department of Energy (DOE) – downstream oil; renewable energy service contracts (with DOE/DoE and DENR overlaps).
National Telecommunications Commission (NTC) – telecoms and radio.
PEZA/BOI – registration as an economic zone/BOI enterprise (incentives; not a substitute for primary registration).
Professional Regulation Commission (PRC) – licenses for individual professionals involved in the engagement.

Rule of thumb: If the business activity is regulated or the product claims certification, ask for the license/permit number, date of issuance/expiry, and the exact scope (location, product line, or activity).

IX. Practical verification workflow (checklist)

Identify the entity type.
- Corporation/Partnership/OPC/Foreign office → SEC
- Sole Proprietorship → DTI
- Cooperative → CDA
Collect primary evidence.
- SEC/DTI/CDA certificate + founding documents (Articles/By-Laws or BN details).
- Latest updates (amendments, name changes, board/owner info).
Validate operating capacity.
- BIR: BIR Form 2303, invoicing authority, sample official receipts/invoices.
- LGU: current mayor’s/business permit and barangay clearance for each operating site.
Screen for sectoral permissions.
- Request secondary licenses where relevant.
Confirm signatory authority.
- Corporations/partnerships/cooperatives: board secretary’s certificate/board resolution; check against GIS or by-laws.
- Sole proprietor: proprietor personally signs; attorney-in-fact needs a SPA.
Check status and watchlists.
- Look for regulatory advisories, revocations, or suspensions posted by the primary/sectoral regulator.
- For AML/KYC purposes, screen names against sanctions and negative news databases you lawfully use.
Cross-match all identifiers.
- Legal name, trade name, addresses, TIN, registration numbers, license numbers, and validity dates must line up across documents.
Retain evidence.
- Keep copies (preferably certified true copies where material) and transaction-dated screenshots/notes for your audit file.

X. Document authentication & formats

Certified True Copies (CTCs). For high-value transactions, ask for CTCs issued by the registrar (SEC/CDA/LGU).
QR codes and serial numbers. Many LGUs and regulators now place QR codes on permits/certificates; scan to confirm authenticity.
Electronic copies. Under the E-Commerce Act, electronic data and e-signatures may be valid, but verify source, integrity, and signing authority (e.g., digital certificates or platform audit trail).
Apostille for cross-border use. If documents must be used abroad, seek a DFA Apostille; conversely, foreign documents used in the Philippines should be apostilled or consularized, then presented with an official English translation if necessary.

XI. Beneficial ownership and control

The SEC-filed GIS requires disclosure of beneficial owners; confirm that the controlling persons in your KYC file match the GIS and your counterparty’s representations.
For sole proprietorships, the proprietor is the beneficial owner by nature; still, screen directors/officers (if any) involved in the deal.
Handle personal data strictly under the Data Privacy Act: collect only what is necessary, disclose only with lawful basis/consent, and secure the files.

XII. Typical red flags during verification

Mismatch of names or numbers (e.g., invoices with a different TIN or entity).
Expired DTI BN, lapsed mayor’s permit, or missing barangay clearance.
SEC status issues (revoked/suspended/dissolved) or an OPC/rep. office proposing activities beyond its authority.
No BIR 2303 but issuing receipts, or unofficial receipts.
Sector license gaps (e.g., selling FDA-regulated products without an FDA LTO/CPR).
Overbroad promises (“government-guaranteed returns,” “tax-free income”) or presence on regulator advisory lists.

XIII. Special scenarios

Name changes, mergers, or spin-offs. Request the amended SEC certificate, plan of merger, or articles of amendment, and confirm successor liability.
Franchising. The franchisee is a separate entity; verify both franchisor’s rights and franchisee’s local permits.
Multiple branches. Each branch typically needs LGU permits in its locality and may have distinct BIR accreditations for invoicing machines/systems.
Foreign counterparties. Verify their home-country registration and Philippine license to do business (SEC for branches/ROs). Foreign entities without an SEC license should not habitually engage in business in the Philippines.

XIV. Sample due-diligence request list (ready to send)

SEC/DTI/CDA certificate(s) and all amendments.
Articles/By-Laws (or BN details) and latest SEC GIS/CDA officer list.
BIR Form 2303, sample official receipt/sales invoice, and ATP/e-invoicing details.
Current mayor’s/business permit, barangay clearance, and official receipt of payment.
Applicable secondary licenses/permits (e.g., FDA, BSP, IC, DOLE).
Board resolution/secretary’s certificate (or SPA) evidencing signatory authority.
Copies of any regulatory orders/advisories relevant to status.
Data privacy consent (if you will validate information with agencies).

XV. Record-keeping and updates

Refresh cycles. For ongoing relationships, re-verify at least annually, and sooner if there are material changes (name, address, ownership, product lines).
Version control. Label files with retrieval dates; note validity periods (e.g., mayor’s permits usually reset annually).
Incident handling. If a discrepancy appears, escalate, seek CTCs or regulator confirmation, and consider contractual conditions precedent (e.g., “No material adverse regulatory change” and termination or suspension rights).

XVI. Contract clauses that help (samples – adapt to context)

Condition Precedent: “Effectiveness is conditioned upon delivery of documentary proof that the Counterparty is duly registered with [SEC/DTI/CDA], BIR, and the relevant LGUs, each in full force and effect as of Closing.”
Continuing Warranty: “Counterparty warrants continued good standing and shall promptly notify the Company of any suspension, revocation, material violation, or adverse regulatory action.”
Information Undertaking: “Counterparty shall provide updated GIS/BN renewal, permits, and secondary licenses within five (5) business days of issuance or renewal.”
Termination Right: “Material breach includes failure to maintain permits or accuracy of registration status.”
Data Privacy: “Each party shall process personal data solely for verification, in compliance with RA 10173 and its IRR.”

XVII. Bottom line

To verify a Philippine business:

Anchor on the right primary registrar (SEC/DTI/CDA) and obtain official, current documents.
Corroborate tax and local permits (BIR + LGU).
Confirm signatory authority and beneficial ownership (GIS/board authority or proprietor identity).
Verify sector-specific licenses when the activity is regulated.
Keep dated evidence and refresh periodically.

When in doubt, insist on certified true copies, reconcile every identifier across documents, and build protective language into your contracts.