A practical legal guide to checking whether a business is real, properly registered, and in good standing—before you pay, contract, invest, or hire.

1) Why “registration status” matters in Philippine transactions

In the Philippines, a business can look legitimate (office, social media, invoices, even a “certificate” PDF) yet still be unregistered, registered under a different name, registered but not allowed to operate, or registered but not in good standing. Verifying status protects you from:

Fraud and identity misrepresentation (fake entities, impersonated corporations)
Invalid contracts / unenforceable claims against a non-existent or misidentified party
Payment risk (no collectible assets, no legal personality, difficulty suing)
Regulatory exposure (dealing with an unlicensed entity in regulated sectors)
Operational risk (vendor shutdown, permit closure, tax noncompliance)

In Philippine practice, “registered” is rarely a single yes/no question. It is a stack: entity registration + tax registration + local permits + sector licenses (if applicable).

2) Know what you are verifying: the Philippine business “registration stack”

A Philippine business commonly needs several registrations depending on its legal form and operations:

A. Primary entity registration (legal existence / authority to do business)

This depends on the entity type:

Corporation / Partnership – generally registered with the Securities and Exchange Commission (SEC).
Sole Proprietorship – business name registered with the Department of Trade and Industry (DTI) (note: a DTI-registered sole prop is not a separate legal person from the owner).
Cooperative – registered with the Cooperative Development Authority (CDA).
Foreign corporation doing business in the Philippines – must generally obtain an SEC license to do business (and register locally for tax and permits).

What this layer tells you: whether the entity exists (or has authority) and its basic identity data.

B. Tax registration (ability to issue official receipts/invoices and pay taxes)

Bureau of Internal Revenue (BIR) registration, typically evidenced by a Certificate of Registration (COR) and taxpayer registration details.

What this layer tells you: whether the business is registered for Philippine taxes and can comply with invoicing/VAT/withholding (as applicable).

C. Local government permits (legal authority to operate at a location)

Mayor’s/Business Permit (city/municipality)
Often supported by Barangay Clearance, zoning/location clearances, and other LGU requirements.

What this layer tells you: whether the business is allowed to operate at a specific address and for declared activities.

D. Employment-related registrations (if the business has employees)

SSS, PhilHealth, Pag-IBIG employer registration
Compliance with labor standards (DOLE-related requirements may apply, depending on circumstances)

What this layer tells you: readiness to lawfully employ and remit mandatory contributions.

E. Industry/sector licenses (only if regulated)

Examples: financial services, lending, insurance, recruitment, healthcare facilities, food/drug, telecommunications, energy, real estate brokerage, and others—each may require additional licenses/registrations from the appropriate regulator.

What this layer tells you: whether they are legally permitted to conduct that specific regulated activity.

3) “Registered” does not always mean “in good standing”

Even if an entity is registered, its current status may be problematic:

Common status issues for corporations/partnerships/cooperatives

Delinquent (often due to failure to file required reports such as General Information Sheets and/or financial statements, as required by regulation)
Suspended (authority to operate or corporate powers restricted/suspended due to compliance issues)
Revoked (registration revoked; corporate existence/authority may be terminated depending on the legal process)
Dissolved (voluntary/involuntary; may be in winding up)
Expired term (for entities with limited corporate term, if applicable under their governing documents)
Under rehabilitation / insolvency proceedings (affects ability to perform contracts and pay)

Practical point: A counterparty may still be doing business on the ground even when its registration is delinquent or revoked—creating serious collection and enforceability issues.

4) Step-by-step: how to verify registration status (Philippine due diligence workflow)

Step 1: Identify the entity type and exact legal name

Ask for:

Full legal name exactly as registered (including “Inc.”, “Corp.”, “Company”, “Ltd.”, “LLP”, etc.)
SEC registration number (for corporations/partnerships) or DTI business name registration details (for sole props) or CDA registration number (for cooperatives)
TIN (tax identification number) and BIR COR
Registered office / principal place of business
For corporations: names of directors/officers and authorized signatory

Why: Many verification failures come from checking a trade name/brand instead of the legal entity.

Step 2: Verify primary registration with the correct agency

If it’s a corporation or partnership (SEC)

Verify:

Existence of the entity in SEC records
Exact registered name and registration number
Current company status (active, delinquent, dissolved, revoked, etc.)
Registered address and key officers (as reflected in filings)

Best practice evidence (strongest):

Certified true copies from the SEC of foundational documents and current filings where relevant (e.g., certificate of incorporation/registration, articles/by-laws for corporations, partnership documents, and the latest GIS where applicable).

If it’s a sole proprietorship (DTI)

Verify:

Business name registration details (name, scope/territory, validity/renewal)
Owner identity (because liability is personal)

Important: DTI registration is not incorporation. Your contract is effectively with the owner operating under the business name.

If it’s a cooperative (CDA)

Verify:

CDA registration and current status
Authority and signatories (board resolutions can matter)

Step 3: Verify BIR registration and invoicing capacity

Request:

BIR Certificate of Registration (COR)
Proof of authority to print/issue invoices/receipts (as applicable)
VAT status (if relevant to your transaction)
Official billing name and address matching the registered entity

Red flags:

Invoices issued under a different entity name
“Acknowledgement receipts” presented as official receipts/invoices without proper registration basis
Requests to pay to a personal account inconsistent with the contracting entity (not always illegal, but high risk)

Step 4: Verify LGU permits for the specific site and activity

Ask for:

Mayor’s/Business Permit for the current year
Barangay clearance (often supporting)
Confirm address matches where operations actually occur
Confirm nature of business/activity matches what they are doing for you

Why it matters: A business can be SEC-registered but still subject to closure if local permits are lacking.

Step 5: Verify authority of signatories (often overlooked, frequently litigated)

For corporations and cooperatives:

Ask for a board resolution or secretary’s certificate authorizing:
- the contract,
- the signatory,
- key terms (especially loans, long-term supply, exclusive arrangements, asset sales).

For sole proprietorships:

Ensure the owner personally signs, or a duly authorized representative with clear authority (and you verify owner identity).

Why: In disputes, lack of authority is a common defense.

Step 6: Check for “status-altering” legal events and practical risk indicators

Depending on deal size, you may also check:

Ongoing litigation (relevant court searches or disclosures)
Insolvency/rehabilitation indicators (public notices, disclosures)
Changes in corporate structure and ownership (for control risk)
Outstanding liens/encumbrances for asset-backed deals (e.g., chattel mortgage, real estate titles and annotations—transaction-specific)

This is where due diligence becomes deal-specific: e.g., a real estate lease needs title checks; a distributor agreement may need IP and regulatory checks.

5) Understanding common documents and what they prove

For SEC-registered corporations/partnerships

Certificate of Incorporation / Registration – proof the entity was formed/registered.
Articles of Incorporation / Partnership – core identity, purposes, capital, incorporators/partners.
By-laws (corporations) – internal governance.
General Information Sheet (GIS) – officers/directors and other disclosures (timeliness matters).
Audited Financial Statements (AFS) (where required) – financial posture; filing compliance.
Secretary’s Certificate / Board Resolution – authority evidence for transactions.

For DTI sole proprietorships

DTI Business Name Registration – proof of business name registration; does not create a separate legal person.

For BIR

Certificate of Registration (COR) – core evidence of tax registration.
Invoicing documents and registration details – evidence of lawful invoicing capacity.

For LGU

Mayor’s/Business Permit – authority to operate for a period (usually annual renewal).

6) Typical red flags (and what to do about them)

Red flags

Entity cannot provide a registration number or provides a certificate with inconsistent details.
Brand name used in contracts without the underlying legal entity identified.
The legal name on invoices differs from the legal name in the contract.
Counterparty avoids providing signatory authority documents.
Entity shows signs of being delinquent, suspended, revoked, or dissolved.
Payment instructions route to unrelated personal accounts with no explanation.
“Registered address” is a mailbox/virtual address with no operational footprint (not automatically fatal, but riskier).

Risk responses

Require certified copies from the registering agency for high-value deals.
Tighten contract protections: warranties, indemnities, termination rights, audit rights.
Use escrow, milestone payments, or performance security.
Verify beneficial ownership and related-party payments in sensitive transactions.
For regulated industries: require regulator-issued licenses and confirm scope/validity.

7) Special scenarios that often confuse counterparties

A. Trade names vs. legal entity names

A business may market under a brand while the legal contract must name the registered entity. Always require the legal name and registration details.

B. Branches and “doing business” issues

A corporation may have branches; permits and BIR registrations can be branch-specific.
A foreign corporation “doing business” generally needs an SEC license and local registrations. A “representative office” or similar arrangement has limits; verify what they’re authorized to do.

C. One-person corporation (OPC)

An OPC is still a corporation with separate juridical personality. Verification focuses on SEC registration and the authority of the single stockholder/director (often documented in corporate records).

D. Cooperatives

Cooperatives have unique governance and membership structures. Verify CDA status and board authority carefully.

8) Legal consequences of misrepresentation or lack of registration (high-level)

Misrepresentation/fraud can expose individuals to civil liability and potentially criminal exposure depending on facts.
Contract enforceability and collection can be severely impaired if the wrong party is named or if the entity lacks legal personality/authority.
In regulated activities, transacting with an unlicensed provider can create operational and reputational risk and may have regulatory implications depending on the sector.

(Exact consequences are fact-specific and depend on the nature of the transaction, the parties’ knowledge, and the applicable regulatory framework.)

9) Practical checklist you can reuse (counterparty verification packet)

Ask the counterparty to provide:

Primary registration proof (SEC/DTI/CDA) with registration number
Current status evidence (ideally agency-issued or certified copies for higher risk)
BIR COR + invoicing details
Mayor’s/Business Permit (current year) + barangay clearance if relevant
Authorized signatory proof (board resolution/secretary’s certificate; or owner signature for sole props)
IDs of signatory and basic corporate profile (address, contacts)
For regulated sectors: specific license and scope/validity
Banking details consistent with entity identity (and explanation if not)

10) Contract drafting tip: bake verification into your agreement

For meaningful protection, include:

Representations and warranties that the entity is duly registered, validly existing, and in good standing; and that the signatory is authorized.
A requirement to maintain registrations and permits during the contract term.
A right to terminate for loss of permits, regulatory action, or adverse status changes.
Indemnity for losses due to misrepresentation of registration, authority, or licensing.

11) Bottom line

In the Philippines, verifying company registration status is best treated as layered due diligence:

confirm the right legal entity exists (SEC/DTI/CDA),
confirm it is in good standing / not impaired,
confirm it can lawfully invoice and pay taxes (BIR),
confirm it can lawfully operate at its location (LGU), and
confirm the person signing has real authority.

If you tell me the type of counterparty (corporation vs sole prop vs cooperative) and what the deal is (supplier contract, lease, investment, loan, employment), I can tailor a deal-specific verification checklist and the exact contract clauses to reduce your risk.