I. Introduction
Non-profit organizations play a major role in Philippine social development—running schools, hospitals, charities, churches’ auxiliaries, community organizations, and advocacy groups. In most cases, if they are organized as corporations, they must be registered with the Securities and Exchange Commission (SEC) to acquire juridical personality and to operate lawfully as a non-stock, non-profit corporation or foundation.
Whether you are a donor, partner, regulator, employee, or beneficiary, it is crucial to know how to verify the SEC status of a non-profit. This does not only mean checking if it is “registered,” but also whether its registration is valid, active, compliant, and appropriate to its activities.
This article explains, in the Philippine legal context:
- The legal framework for SEC registration of non-profits
- What “SEC status” really covers (registered, active, revoked, etc.)
- Key documents that prove SEC registration and compliance
- Practical methods for verifying SEC status
- Red flags and common issues
- Special situations (foundations, foreign NGOs, religious bodies, etc.)
Important note: This is general information only and not a substitute for tailored legal advice. Laws, regulations, and SEC practices evolve, so always verify with the latest issuances or consult counsel when in doubt.
II. Legal and Regulatory Framework
1. SEC and Juridical Personality
Under Philippine law, corporations—including non-stock, non-profit corporations and foundations—derive their juridical personality from the Securities and Exchange Commission.
Key points:
- The Revised Corporation Code of the Philippines (RCC, Republic Act No. 11232) is the primary law governing corporations.
- A non-profit formed as a non-stock corporation acquires a separate legal personality only upon issuance of its SEC Certificate of Incorporation.
- Before registration, the group is at best an unregistered association; after registration, it becomes a juridical person that can own property, enter into contracts, sue and be sued.
2. Types of Non-Profits Under SEC
Most non-profits dealing with SEC fall under:
Non-stock, non-profit corporations (NSNP)
- No part of its income is distributable as dividends to members, trustees, or officers.
- Income is used for the furtherance of its purposes (charity, education, religious, scientific, cultural, civic, etc.).
Foundations
- A special type of non-stock, non-profit corporation.
- Typically required to have a minimum capital or contribution (commonly at least ₱1,000,000 in cash and/or property at the time of incorporation or as required by SEC regulations).
- Organized to provide assistance or support (e.g., grants, scholarships, charitable projects) on a sustained basis.
Non-profit corporations that also engage in regulated activities
- Some non-profits run schools, hospitals, microfinance, or other activities that require registration/accreditation with other agencies (CHED, DepEd, PhilHealth, DOH, DSWD, etc.).
- SEC registration does not replace those sectoral licenses but is often a prerequisite.
3. Entities Not Under SEC (But Often Confused as Non-Profits Under It)
When verifying “SEC status,” you must first confirm whether the entity is even supposed to be under SEC:
- Cooperatives – registered with the Cooperative Development Authority (CDA), not SEC.
- Homeowners’ associations and some housing-related associations – may fall under housing regulators rather than SEC.
- Unregistered associations or faith-based communities – may simply be informal or organized under a different legal form.
If an entity is actually a cooperative or another type of body, it will not have SEC registration—and that, by itself, does not mean it is illegal; it may simply be under a different regulator.
III. What “SEC Status” Actually Means
“Is this non-profit SEC-registered?” often really means:
- Is it registered with the SEC as a corporation?
- Is the registration still valid and not revoked or dissolved?
- Is it compliant with SEC reportorial requirements (GIS, financial statements, etc.)?
- Is it properly registered as the type of entity it claims to be (e.g., a foundation vs. an ordinary NSNP)?
The main status categories to understand are:
1. Registered / Active
- The corporation has been issued a Certificate of Incorporation with an SEC registration number.
- It has not been revoked or dissolved.
- It is up-to-date or at least reasonably compliant with reportorial requirements.
- This is the minimum status donors and partners should look for.
2. Delinquent or Non-Compliant
Under the RCC and SEC rules, a corporation may be placed under delinquent status or be subject to penalties if:
- It fails to submit General Information Sheets (GIS) for several consecutive years.
- It fails to submit Annual Financial Statements (AFS) when due.
- It fails to commence operations within the period prescribed or becomes inoperative for an extended time.
While the corporation may still be legally existing, a delinquent or non-compliant status is a serious red flag, especially for grantors and government partners.
3. Suspended, Revoked, or Dissolved
- Suspension – SEC may suspend the corporation’s registration or its right to do business for serious violations.
- Revocation – SEC may revoke the Certificate of Incorporation due to non-compliance or violations (e.g., persistent reportorial delinquency, fraud, misuse of non-profit status, unlawful activities).
- Dissolution – The corporation may voluntarily dissolve or be ordered dissolved (e.g., inquo warranto, penals, etc.).
An organization whose SEC registration has been revoked or dissolved should not hold itself out as an existing SEC-registered non-profit. Continuing to do so may mislead the public, donors, or regulators.
IV. Key Documents for Verifying SEC Status
When verifying the SEC status of a non-profit in the Philippines, the first step is to look for the core documents issued or stamped by the SEC.
1. SEC Certificate of Incorporation / Registration
This is the primary proof of SEC registration. Key elements:
- Corporate name (must match the organization’s name as used publicly).
- SEC registration number (e.g., “CNxxxxxxx” format or similar).
- Date of registration.
- Statement that the entity is organized as a non-stock corporation; for foundations, this is usually specified.
- Authorized signatory (typically a Commissioner or authorized officer).
- Security features (watermark, seal, QR code or bar code in newer versions).
Verification tip:
- Check that the exact corporate name and registration number appear consistently on other official documents (by-laws, AFS, GIS, BIR registration).
- Beware of blurred certificates, missing seals, or altered details.
2. Articles of Incorporation and By-Laws
These documents define the purpose, structure, governance, and operations of the non-profit.
Key things to look for:
- Purpose clause – should clearly indicate non-profit objectives (charitable, educational, religious, social welfare, etc.).
- Non-distribution constraint – no dividends or distribution of profits to members, trustees, or officers, except reasonable compensation.
- Board of Trustees – minimum of 5 trustees; majority are residents of the Philippines.
- Membership structure – whether it is member-based or trustee-based only.
- Provisions on dissolution – assets usually must go to another non-stock, non-profit entity, not to private individuals.
If an entity claims to be a foundation, the Articles should reflect foundation-specific requirements and purposes.
3. General Information Sheet (GIS)
The GIS is a snapshot of the corporation’s structure and basic info, which must be filed annually. It includes:
- Principal office address
- Names, addresses, citizenship of trustees and officers
- Corporate secretary, compliance officer (if applicable)
- Other details such as type of corporation, capital structure, etc.
For non-stock corporations, the GIS helps verify:
- Whether the organization is actually operating (i.e., trustees are being elected, officers updated).
- The identity of the current board (useful for conflict-of-interest checks and due diligence).
- Changes of name or address over time.
4. Audited Financial Statements (AFS)
Non-stock, non-profit corporations are generally required to submit annual audited financial statements, often:
- Signed by the treasurer and authorized officer.
- Certified by an independent CPA with valid accreditation.
- Bearing the SEC receiving stamp or electronic equivalent.
These are critical for checking:
- Whether the organization is active and handling funds as claimed.
- Whether its finances are roughly consistent with the scale of its public activities.
5. Secondary Licenses or Accreditations (If Applicable)
Some non-profits may also need:
- Secondary SEC licenses (e.g., if they issue, deal in, or sell securities, or operate investment-related schemes, which is rare but not impossible for non-profits).
- Sectoral accreditation (e.g., DSWD accreditation for social welfare agencies; DepEd/CHED for educational institutions; PCNC for donee institution status; BIR rulings for tax-exempt status).
These are not strictly part of SEC status, but are often checked together when donors and regulators conduct due diligence.
V. Practical Methods to Verify SEC Status
Here is a practical, step-by-step approach you can follow.
Step 1 – Identify the Legal Form
Clarify:
- Is the entity claiming to be a corporation (association, center, foundation, institute, etc.)?
- Is it possibly a cooperative (then you must look at CDA, not SEC)?
- Is it an unincorporated association (then it will not have SEC registration)?
If it claims to be a corporation or foundation, SEC registration is expected.
Step 2 – Ask the Organization for Their SEC Documents
Request copies of:
- SEC Certificate of Incorporation
- Articles of Incorporation and By-Laws
- Latest GIS
- Latest AFS with SEC stamp
If the organization cannot or will not provide these basic documents, that is a major red flag.
You may also ask:
- If they have any SEC certificates of amendment (for name changes, change of principal office, changes in trustees, etc.).
- If they have been issued show-cause orders, sanctions, or notices by the SEC (rarely volunteered but you can ask directly).
Step 3 – Check Consistency and Basic Details
Examine the documents you receive:
- Name – must be consistent across all documents and public materials (website, proposals, receipts).
- SEC registration number – must be the same on all SEC-stamped documents.
- Type of corporation – should state non-stock and, if applicable, “foundation”.
- Principal office address – check if consistent and corresponds to actual physical address.
- Trustees and officers – verify if the people you deal with are actually named in the latest GIS.
Inconsistent information may suggest:
- Use of old records
- Use of documents from another corporation
- Misrepresentation
Step 4 – Verify with the SEC (Name/Status Search and Certified Copies)
Even if the organization provides documents, it is wise to verify at the SEC level. Common ways include:
- Name search / status inquiry – using SEC’s public facilities (physical or online), you can check whether the organization is registered, its corporate name, and often its current status (e.g., registered, revoked, dissolved).
- Request for Certified True Copies (CTC) – you may request certified copies of Articles of Incorporation, By-Laws, or other corporate filings. Any discrepancies between the CTC and the copies the organization provided must be reconciled.
- Status certification – you may request a formal certification of corporate existence and good standing (may be subject to SEC procedures and fees).
This step allows you to confirm:
- That the SEC certificate is genuine.
- That the corporation is not revoked or dissolved.
- That its official records match what the organization is presenting.
Step 5 – Check Reportorial Compliance
Upon obtaining CTCs or inspecting available records, verify:
- Whether GIS and AFS have been filed consistently in recent years.
- Whether there are indications of penalties, delinquent status, or show-cause orders.
An entity that consistently files its GIS and AFS is more likely to be active and compliant. Persistent non-filing can lead to:
- Monetary penalties
- Delinquent status
- Ultimate revocation of SEC registration
Step 6 – Compare with Other Registrations and Accreditations
For robust due diligence, cross-check SEC status with:
- BIR Registration – look for a BIR Certificate of Registration (Form 2303), tax identification number (TIN), and, if applicable, confirmation of non-profit or tax-exempt status.
- DSWD / DepEd / CHED / DOH / LGU accreditations – if the non-profit is operating in regulated sectors, it should have corresponding licenses or accreditations.
- PCNC accreditation (for NGOs seeking donee institution status).
If the organization is claiming certain benefits (e.g., tax-deductible donations, government-mandated programs), but cannot show sectoral accreditations, its representations may be overstated.
VI. Understanding and Checking Compliance Obligations
Verifying SEC status isn’t just a one-time act at incorporation; you must also look at whether the corporation is maintaining its status through compliance.
1. Annual General Information Sheet (GIS)
- Filed annually, usually within a prescribed period after the election of trustees or annual members’ meeting.
- Non-submission for consecutive years can lead to penalties and possible revocation.
Practical check:
- Confirm that a recent GIS (e.g., for the last 1–2 years) exists with SEC receiving stamps.
2. Annual Financial Statements (AFS)
- Filed annually, often within a specific time after the end of the fiscal year.
- Must be audited by an independent CPA.
- Larger entities may have additional audit and accreditation requirements.
Practical check:
- Ensure AFS is recent, audited, and SEC-stamped.
- Check if financials are plausible (e.g., no obviously fabricated numbers, wild inconsistencies).
3. Internal Governance and Board Compliance
From Articles, By-Laws, and GIS, verify:
- Number of trustees – at least 5, as typically required for non-stock corporations.
- Quorum rules and whether there is evidence of regular board meetings.
- Conflict-of-interest policies, if available.
While SEC registration can be confirmed from documents, understanding internal governance is part of a deeper due diligence.
VII. Red Flags and Common Issues
When verifying SEC status, be alert to these warning signs:
- No SEC registration number provided or unwillingness to share basic documents.
- Certificate of Incorporation appears heavily altered, lacks seal, or does not resemble official format.
- Inconsistent names across key documents (e.g., proposals show one name, SEC certificate shows another, with no amendment documents).
- Old or stale SEC filings – last GIS or AFS filed years ago, with no explanation.
- Claims of SEC registration but entity structure suggests it should be under another regulator (e.g., calls itself a “cooperative” but insists it’s SEC-registered).
- Engagement in activities that usually require specialized regulatory approval (e.g., selling investment products, high-yield “donation” schemes) without clear secondary licenses or disclosures.
- SEC advisories – if the SEC has issued advisories warning the public against the entity (e.g., for unauthorized investment-taking), that is a major red flag, even if the basic corporate registration still exists.
VIII. Due Diligence Checklists
A. For Individual Donors
Before making a significant donation, you may:
Ask for:
- SEC Certificate of Incorporation
- Articles of Incorporation & By-Laws
- Latest SEC-stamped AFS and GIS
Confirm the names of trustees and officers and check if they are credible or known in the community.
If possible, verify the SEC registration details through official channels (even just a basic status check).
Look for a track record of actual projects, with documentation and beneficiaries who can confirm.
B. For Corporate CSR Programs
Corporate donors often require more structured verification:
- Conduct a formal SEC status check and obtain certified copies of key documents.
- Analyze 3–5 years of AFS for consistency and stability.
- Confirm that no SEC sanctions or adverse advisories exist.
- Check tax and sectoral accreditations (BIR rulings, PCNC, DSWD, etc., as applicable).
- Use the organization’s SEC records to run conflict-of-interest checks on trustees and officers.
C. For Government Agencies and LGUs
Public bodies partnering with non-profits should:
- Require certified copies of SEC documents and recent filings.
- Ensure the organization has the relevant sectoral or service accreditation.
- Confirm that the organization is not under SEC sanctions and is in good standing.
- Include in MOAs or contracts a warranty of valid and subsisting SEC registration, with a requirement to immediately inform the agency if any adverse change occurs.
IX. Special Situations
1. Religious Organizations
Religious groups may:
- Operate as SEC-registered non-stock, non-profit corporations (e.g., church-based schools or charities).
- Or exist as unregistered religious congregations while having separate SEC-registered arms (e.g., a foundation or social arm).
When verifying SEC status, be clear:
- Are you checking the church itself or its separate corporate arm (e.g., “[X] Foundation, Inc.”)?
- SEC status pertains to the corporate entity, not necessarily the entire faith community.
2. Foreign NGOs
Foreign non-profits wishing to operate in the Philippines typically must:
- Register as a foreign corporation with the SEC to do business or establish a branch/representative office, or
- Partner with a local SEC-registered non-profit.
Verification steps include:
- Checking SEC records for registration of the foreign entity’s Philippine branch.
- Confirming the SEC status of the local partner, if activities are conducted through that entity.
3. Non-Profits Involved in Fundraising and Investment-Like Activities
Some entities present themselves as “foundations” or “charitable organizations” but in reality:
- Collect “donations” that function like investments promising returns;
- Engage in multi-level marketing disguised as charity; or
- Operate schemes that look like deposit-taking or securities offerings.
In such cases:
- SEC status as a non-stock, non-profit corporation does not legalize investment-like schemes.
- They may need secondary licenses (e.g., to issue securities or operate investment programs).
- SEC may issue advisories or cease-and-desist orders, regardless of basic registration.
When you see a non-profit soliciting money with promised financial returns, treat this as a major red flag and conduct deeper verification.
X. Conclusion
Verifying the SEC status of a non-profit organization in the Philippines is not limited to simply asking, “Are you SEC-registered?” A proper verification process should cover:
- Existence – Is there a valid SEC Certificate of Incorporation as a non-stock, non-profit corporation or foundation?
- Authenticity – Are SEC documents genuine and consistent across records, with matching name and registration number?
- Status – Is the registration active, not revoked or dissolved, and is the corporation free from serious SEC sanctions?
- Compliance – Is the non-profit up-to-date with GIS and AFS filings and other SEC requirements?
- Appropriateness – Is SEC the correct regulator for this entity, or should it be under CDA or another agency?
- Conduct – Are the organization’s activities consistent with its non-profit purposes and Philippine laws (especially in fundraising and financial activities)?
For donors, government agencies, corporate partners, and beneficiaries, understanding these checks can help ensure that support goes to legitimate, compliant, and trustworthy non-profit organizations, and that public trust in the non-profit sector is upheld.