In the Philippines, the legitimacy of a business is fundamentally tied to its proper registration with either the Department of Trade and Industry (DTI) or the Securities and Exchange Commission (SEC), depending on its legal structure. Verifying such registration is a critical due diligence step for creditors, investors, suppliers, employees, and even customers. Dealing with an unregistered entity exposes parties to risks ranging from unenforceable contracts to joint and several personal liability of supposed owners.
This article comprehensively discusses the legal framework, the distinction between DTI and SEC registration, the step-by-step verification processes, interpretation of results, and the legal consequences of transacting with unregistered or falsely registered businesses.
I. Legal Distinction Between DTI and SEC Registration
DTI Registration (Business Name Registration)
Governed by Republic Act No. 3883 (Business Name Law), as amended, and implemented through DTI Administrative Orders.
Required for:- Sole proprietorships
- One Person Corporations (OPC) may optionally register a trade name with DTI, but their primary registration is with SEC
Scope of registration: Territorial (national, regional, provincial, city/municipal)
What it proves: Exclusive right to use the registered business name/trade name in the chosen territory for five (5) years, renewable.
What it does NOT prove: It does not create a juridical personality separate from the owner. The owner and the business are one and the same person in law.
SEC Registration (Primary Registration for Juridical Entities)
Governed by the Revised Corporation Code (Republic Act No. 11232) for corporations and One Person Corporations, and partly by the Civil Code for partnerships.
Required for:- Stock corporations
- Non-stock corporations
- One Person Corporations (OPC)
- Domestic partnerships (general and limited)
- Foreign corporations (branch, representative office, regional headquarters/area headquarters)
What it proves: Creation of a juridical personality separate from its stockholders/incorporators/partners, with authority to operate under the registered corporate/partnership name nationwide.
Summary Table:
| Business Form | Primary Registration | Business Name (Trade Name) Registration | Separate Juridical Personality |
|---|---|---|---|
| Sole Proprietorship | DTI only | Required (DTI) | No |
| One Person Corporation | SEC | Optional (DTI) | Yes |
| Partnership (General/Limited) | SEC | Optional (DTI) | Yes (for limited partnerships); No (ordinary partnerships under Civil Code) |
| Domestic Corporation | SEC | Optional (DTI) | Yes |
| Branch/Rep Office of Foreign Corp | SEC | Optional (DTI) | Yes (branch has separate personality in some respects) |
II. How to Verify DTI Business Name Registration
The DTI provides a free, real-time online verification system.
- Go to https://bnrs.dti.gov.ph/verification
- Select search type:
- Business Name
- Owner Name
- Registration Number
- Enter the exact or partial name and select scope (National, Region, Province, City/Municipality).
- Results will show:
- Registration Number
- Business Name
- Owner’s Full Name
- Registration Date
- Expiry Date
- Scope/Territory
- Status (Active, Expired, Cancelled)
Important Notes:
- An “Active” status means the business name is currently protected.
- Multiple businesses can use similar names in different territories (e.g., “Jollibee Store” in Manila and in Davao can be owned by different persons).
- Expired registration means the owner no longer has exclusive right to the name; anyone can register it anew.
- DTI does not issue certified true copies online. For court or bank purposes requiring certified copies, the owner must request it at the DTI regional office where registered.
III. How to Verify SEC Registration
The SEC offers several verification layers, from free basic search to paid certified documents.
A. Free Online Verification (SEC eSPARC / Company Registration and Monitoring Portal)
Visit https://crms.sec.gov.ph/
or direct search link: https://search.sec.gov.ph/Search by:
- Company Name (full or partial)
- SEC Registration Number (e.g., CS201913681)
- TIN (Tax Identification Number)
Results display:
- SEC Registration/Issuance Number
- Company Name
- Registration Date
- Status (Active, Suspended, Revoked, Expired)
- Company Type
- SEC i-View link (for paid detailed report)
B. SEC i-View (Paid Electronic Certified True Copy – ₱150–₱300 per document)
Through the SEC eSPARC platform, any person can order and instantly download certified electronic copies of:
- Certificate of Incorporation
- Articles of Incorporation
- By-Laws
- Latest General Information Sheet (GIS) – this is the most important verification document because it shows current directors, officers, stockholders (for stock corporations), and principal office address
- Latest Audited Financial Statements (for stock corporations with capital ≥₱50,000 or assets ≥₱100,000)
C. SEC Certification (Manual or Online Request – ₱400–₱1,000+)
For formal certification that a company is:
- “Registered and in good standing”
- “No record on file”
- “Name is available for registration”
- Certificate of No Derogatory Information
These are often required by banks for account opening or by foreign embassies for visa purposes.
D. Verification of Foreign Corporations
Foreign entities must secure an SEC License to do business. Verify via the same portals above. A foreign company without SEC license cannot sue in Philippine courts (except for isolated transactions) and its contracts may be unenforceable.
IV. Red Flags and Common Fraudulent Practices
- A sole proprietorship presenting an SEC Certificate – this is impossible unless it is an OPC or corporation.
- A corporation presenting only a DTI certificate as proof of registration – insufficient; primary registration must be SEC.
- SEC number format anomalies:
- Pre-2019: CS + year + 6 digits (e.g., CS200912345)
- 2019 onward: numbers starting with “20” or “19” followed by 10 digits (e.g., 202013456789)
- Companies claiming to be “registered with SEC” but the online search shows “No record found” or “Revoked.”
- Use of the word “Corporation” or “Inc.” by an entity that is only DTI-registered – this is illegal under Section 18 of the Revised Corporation Code (punishable by fine of ₱10,000–₱200,000).
- One Person Corporations without “OPC” suffix in their name – violation of law.
V. Legal Consequences of Dealing with Unregistered Entities
Sole proprietorship without DTI registration
- Owner has no exclusive right to the name
- Contracts are still valid (because the owner has capacity to act)
- But the owner can be sued for unfair competition under RA 8293 if using a famous mark.
Corporation operating without SEC registration
- Considered a de facto partnership among the “incorporators”
- Incorporators are jointly and severally liable for all debts
- Cannot invoke limited liability
- Contracts may be unenforceable against third parties under the doctrine in Pioneer Surety v. CA (1988)
Partnership without SEC registration (if required)
- Treated as ordinary partnership under Civil Code Articles 1768 and 1772
- Partners personally liable
Criminal liability
- Use of “Corporation” or “Inc.” without SEC authority: violation of Sec. 18, Revised Corporation Code
- Syndicated estafa cases often involve fake SEC certificates
VI. Best Practices for Due Diligence
- Always require both SEC registration (for corporations/partnerships) and latest GIS.
- Cross-check the signatory’s authority in the latest GIS or Board Resolution/Secretary’s Certificate.
- Verify TIN via BIR Form 2303 if possible, or at least check consistency with SEC records.
- For large transactions, secure an SEC Certification of Good Standing and/or a legal opinion.
- Use the SEC’s online systems regularly; they are updated in real time.
Proper verification of DTI and SEC registration is not merely good business practice—it is a legal shield that protects parties from fraud and personal liability. In an environment where business scams remain prevalent, thorough verification remains the most effective preventive measure.