Identify Revenue Opportunities Amid the ECQ with this Free Webinar

Taking off from the introductory webinar discussion last Friday, UNAWA’s second webinar offering will focus on what could be the threshold challenge for entrepreneurs during this period of enhanced community quarantine (ECQ): how to keep cash flowing into business while most economic activity is at a halt. On Friday, April 24, 5PM-6PM, UNAWA and guest panelists for this free webinar, “Navigating the New Normal: Revenue Generating Trends,” will focus on guiding MSME owners in keeping their company’s financials afloat during lockdown and providing tips on finding new ways to generate revenue as we transition out of ECQ. Interested participants can register through https://bit.ly/Unawa_SecondWebinar.

“Being entrepreneurs ourselves, our team at UNAWA understands the importance of knowing how cash goes in and out of your business,” said Atty. Mona Dimalanta, CEO of UNAWA. “As such, we felt it necessary to dedicate a webinar that focused specifically on financial matters at the time of COVID-19, such as finding new revenue generation opportunities and managing cash flow.”

Finding Opportunities in the Crisis

While MSMEs will have differing business models and operating contests, all entrepreneurs with limited resources have a common goal in these times: have enough cash to survive until the lockdown ends. As such, the panelists for this webinar will share their own experiences on how they have managed to find new revenue verticals in their respective businesses.

Returning as panelists from UNAWA’s introductory webinar, “Unlocking the Lockdown: Startup and SME Challenges Amid the Pandemic,” are Reese Fernandez-Ruiz, President of social enterprise Rags2Riches, CFO of UNAWA, and CFO of enterprise venture builder Talino Venture Labs, who will be discussing basic cash flow principles and how they relate to revenue generation; and Rommel Ng, founder of informational platform The Resto Coach and co-owner of restaurant chain Buffalo’s Wings N’ Things, who will share how restaurants and other businesses in the food industry are finding new revenue opportunities amid the ECQ. 

Completing this webinar’s panel are Bong Pacia, Independent Senior Business and Management Consultant and Indonesia Country Head of market intelligence firm Mintel, who will be discussing revenue-generating trends amid the lockdown across various industries; and Anya Lim, co-founder of social enterprise and fashion e-commerce platform ANTHILL Fabric Gallery, who will discuss how players in the fashion industry have found alternative ways to boost sales while demand for lifestyle products is low.

Helping MSMEs through the New Normal

This Friday’s “Revenue Generating Trends” will kickstart UNAWA’s series of free webinars called Navigating the New Normal, referring to how the COVID-19 pandemic is redefining the way we work, communicate, and live. 

“We all know that MSMEs comprise over 99% of the Philippine economy, and it is one of the sectors directly and adversely affected by the lockdown. We know this from our experience in UNAWA and we aim to help our fellow startups and SMEs by tackling relevant concerns that entrepreneurs have amid the crisis,” explained Dimalanta. “From designing new work arrangements to strategically availing of the different forms of government assistance for SMEs, we hope business owners learn something new from each of our webinars that will help them find their way in this new normal.”

For business owners who are looking to learn about more topics beyond cash flow management, UNAWA has also revealed its tentative lineup for May:

Topic

Schedule

Employee Welfare and Remote Work Management

May 1, 5 PM

Lifeline for SMEs: COVID-19 Government Assistance

May 8, 5 PM

Data Privacy and Cybersecurity

May 15, 5PM

From Unemployment to Entrepreneurship (tentative)

May 22, 5PM

Reimagining Travel, Hospitality & Leisure (Sector Focus, tentative)

May 29, 5PM

To get more fresh updates and event registration links, follow the UNAWA Facebook page at https://www.facebook.com/unawa.asia/.


Turn the Lockdown Around

UNAWA recently concluded its first free webinar geared towards helping entrepreneurs navigate the new normal brought about by the enhanced community quarantine (ECQ). Called “Unlocking the Lockdown: Startup and SME Opportunities Amid the Pandemic,” the webinar saw three entrepreneurs from different industries share their experiences, insights, and advice on dealing with the effects of the lockdown from their unique perspectives. UNAWA’s resident legal and business experts also weighed in to add more enriching information to the discussion.

The panel raised several helpful insights that entrepreneurs can apply to their own businesses. Here, we highlight three that stood out:

1. Pivot your business to seize relevant opportunities

When Darwin Mariano founded Ticket2Me in 2017, it functioned mainly as a ticketing platform for concerts, conventions, and other large events. However, Mariano revealed that, even as early as then, some small groups were already using Ticket2Me to raise funds, whether it was a family affair or an alumni association hosting a charity event.

When the pandemic hit, this enabled Mariano and his team to quickly shift Ticket2Me into a crowdfunding platform, turning the tickets sold into donations for requirements of medical personnel. It has paid off for the company, as across the various major campaigns that the website currently hosts, Ticket2Me has processed over Php18 million in donations so far. Among its most successful campaigns was a donation drive for COVID-19 frontliners organized in cooperation with the Office of the Vice President of the Philippines. 

For Mariano, being able to pivot immediately from an events management platform to a crowdfunding and donation drive aggregator was only possible because their team was willing to make a massive shift from the platform’s original idea. He advised fellow entrepreneurs to try to find similar opportunities within their business model; a massive pivot, while daunting, can be just what your business needs to stay relevant amid the crisis.

“If we were too in love with our original business idea, I doubt we would have pivoted as quickly,” said Mariano. “You have to be able to step back, assess the situation, and think of how your business can serve in some other way.”

2. Don’t wait for the ECQ to end before making your move

As the ECQ progressed from days to weeks, you might have noticed some of your favorite restaurant chains populating social media with posts on how to transact with them while on lockdown. While some restaurants are focusing on making their menu available through delivery or take-out, others have resorted to selling their raw materials and ready-to-cook items so that their customers can enjoy their meals in the safety of their own homes.

According to Rommel Ng, co-owner of restaurant chain Buffalo’s Wings N’ Things, these are only a few of the strategies restaurateurs are applying to make sure cash keeps flowing into their businesses. With the lockdown forcing restaurants to temporarily close all of their physical branches, Ng recommends that his fellow restaurant owners find creative ways to deal with the financial impact of the ECQ.

“As a leader, you have to think of the future,” said Ng. “You have to think of business continuity.”

He further expands on this point by sharing an insight he himself has given to his followers in The Resto Coach, an online informational platform for restaurateurs. As business owners themselves, restaurateurs need to act during the ECQ so that their businesses do not play catch-up after the crisis is over. Whether it is about finding revenue opportunities or making a pivot, restaurateurs should not wait until after  the lockdown to take the next steps.

“Whatever is available at your disposal that the customers need, you have to adjust and pivot right now. Hindi ka pwedeng huminto (You cannot pause),” said Ng. “When the recovery stage comes in, you will realize [that] you have equipped yourself because hindi ka huminto nung ECQ (you did not pause during the ECQ).”

3. Build trust within your network and uphold your company’s values

It is no secret that the current lockdown has brought with it a huge amount of pressure for everyone, most especially business owners. Many of them have to face critical decisions regarding their companies that will undoubtedly affect the lives of their customers and their employees. 

Reese Fernandez-Ruiz, president of social enterprise Rags2Riches, urged her fellow business owners in the webinar that one of the most important things entrepreneurs should do during these trying times is to build trust. While cash flow and reserves are very tight for most businesses, she reminded entrepreneurs that the number one priority they should have is helping other people, whether it is their own employees, their partners, or even their customers.

“When you prioritize your cash allocations, always [put] people first,” said Fernandez-Ruiz. “Our team knows na mauuna pa ‘kong mawalan ng sweldo (I will be the first to have my salary cut) than everybody else. When your people understand that, then trust is being built.”

This is part of Fernandez-Ruiz’s point of upholding your company’s values during times of crisis. With everyone feeling the brunt of the impact of the lockdown, employers should make sure to show their employees that they are here for them, and that they will do everything they can to see this through with no one being left behind.

“It’s very important to show your values right now, not just to your employees but also to your customers,” said Fernandez-Ruiz. “Madali (It’s easy) to live our values if times are easy, but living your values during the crisis is actually where values are most critical.”

Extraordinary times call for extraordinary measures—and extraordinary doses of creativity and inspiration. While the audience asked so many more questions that the webinar could not cover, UNAWA hopes that this is only the beginning of deeper, more honest conversations and tighter collaboration between and among sectors. To learn more about UNAWA’s weekly webinar series entitled “Navigating the New Normal”, like or follow the UNAWA Facebook page.


We hope this article was helpful. If you have any further questions, click here to chat with UNA, and check out the other articles of UNAWA Explainer for more tips on how your business can navigate the new normal.


COVID-19 MSME Incentives

While the COVID-19 pandemic has affected every aspect of our day-to-day lives, one of the most impacted sectors includes micro, small, and medium-sized enterprises (MSMEs). With a substantial part of the country on enhanced community quarantine (ECQ), majority of MSMEs will have most, if not all, of their businesses halted, leaving them to depend on their savings and emergency funds. But even those run the risk of drying up before the lockdown ends.

Fortunately, the Philippine government is rolling out several funds, projects, and incentives that are specifically designed to help MSMEs weather the storm of the lockdown. These range from financial aid programs specifically budgeted from the government’s disaster response fund to directives from different government agencies that enable the community to soften the impact of the pandemic to the MSMEs.

This article will focus on three examples of the latter: first, the Department of Trade and Industry’s (DTI’s) rules on residential and commercial rents during the ECQ; second, the Bangko Sentral ng Pilipinas’ (BSP’s) relaxed rules on bank loans; and third, the waived fees on importations applied by various agencies.

Concession on Rents

Even if their physical stores are closed, most entrepreneurs are still using a building, office space, and/or land that they are renting from a lessor. This means that many SMEs will have to pay their rental fees for the months of ECQ out of their savings or emergency funds, as they won’t have the cash flow from normal operations to cover this expense.

This is what the DTI hopes to alleviate with Memorandum Circular 2020-12, titled “Guidelines on the Concessions of Residential Rents; Commercial Rents for MSMEs.” This law requires lessors and landlords of MSMEs to impose a grace period of at least 30 days for any rents that are due within the ECQ period, giving business owners more time to settle their payments while cash flow is severely reduced. 

These rents fall under two categories. Residential rents refer to any rental payments made for units such as bedspaces, rooms, dormitories, apartments, houses, and buildings, as long as it is primarily used for housing and residential purposes. Commercial rents refer to any rental payments made for spaces such as shops, facilities, offices, buildings, and land that is used for business and commercial activity.

This 30-day grace period will cover the 30 calendar days after the due date of the rent, provided that the due date falls within the duration of the ECQ. (For example: If a lessee’s due date is on April 15, 2020, the payment will not be due until May 14, 2020.) 

Aside from the grace period, the DTI also recommends lessors to apply other considerations that can help MSMEs weather the challenges faced amid the pandemic. These efforts can include: renegotiating the payment terms with the tenant, relaxing the rental fee requirements for payments immediately after the ECQ, and even waiving the rental fees during the ECQ entirely.

Relaxed Requirements for Bank Loans and Funds

The concession on rents was one of the provisions implemented as a result of Republic Act 11469, or more popularly known as the Bayanihan to Heal as One Act. Signed into law on March 25, 2020, this act details all of the measures that the government will take to minimize the impact of the pandemic for the entire country.

One other provision included in the Bayanihan to Heal as One Act that proves to be beneficial to MSMEs is the relaxed requirements on loans from BSP-supervised financial institutions that have payments due within the ECQ period. The law states that just like residential and commercial rents, any loan that is due to be settled during the ECQ will be granted a 30-day grace period.

This means that if an entrepreneur took out a business loan prior to the ECQ and has a principal or interest that is due within the ECQ period, the entrepreneur may settle the payment within 30 days after the due date without applying any additional interest, fees, or charges. This applies to any loan availed from a bank or financial institution regulated by the BSP. 

Moreover, the BSP has also relaxed the requirements needed to access their funds within a bank. Specifically, the bank will no longer require the entrepreneur to present a valid ID for the transaction, as long as they provide any proof on why they do not have an ID. Transactions falling under these relaxed requirements cannot exceed Php50,000 per day.

For more information on these relaxed requirements on loans and funds, check out the Implementing Rules and Regulations of this specific provision within the Bayanihan to Heal as One Act.

Waiving of Importation Fees

Another industry heavily impacted by the global pandemic is manufacturing. The distribution and movement of products around the world have severely slowed down due to the closure of businesses and various lockdowns around the world, which in turn are negatively impacting our ability to meet daily healthcare needs. 

However, for businesses that provide and import various products that address these shortages, the Department of Finance (DOF) and the DTI have released Joint Memorandum Circular 2020-02, which lists certain products whose importation fees have been waived for the duration of the ECQ. Among the fees waived are import duties, taxes, and fees, as well as the attached fees imposed by the Bureau of Customs (BOC), Food and Drug Administration (FDA), and other related agencies.

A complete list can be found in the joint circular linked above, but among the most notable types of products that fall under this importation fee exemption are:

  • Medicine and medical supplies
  • Personal protective equipment (PPE) 
  • Medical, surgical, laboratory and other types of relevant healthcare equipment
  • Raw materials needed to maintain and support the above products

However, not every MSME that imports these products will be able to avail themselves of the waived fees. For the most part, the DOF and the DTI are limiting these exceptions to the businesses that are integral to maintaining the supply chain of these products. 

If your business falls under that limitation, you will need to do the following to avail of the waived fees:

  • Apply for an accreditation certificate from the Board of Investments (BOI)
  • Apply for a Tax Exemption Indorsement with the DOF
  • File a provisional Import Entry Declaration with the BOC

Keeping MSMEs Afloat

The COVID-19 pandemic will be a difficult time for MSMEs, and it’s guaranteed that only a few businesses will come out of the ECQ unscathed. As such, regulations like the concession of rental payments, the waiving of importation fees, are the government’s way of lending business owners a hand as the latter figure out their financial plan in these trying times.

These two regulations are only some of the various programs that the Philippine government has rolled out to meet the needs of MSME owners. Many officials and agencies have committed to implementing more policies in the future, as the country adjusts to the new realities brought about by the pandemic. 

In the meantime, we at UNAWA will continue to provide resources for business owners who need guidance in these trying times. Join our Telegram Group to connect with other entrepreneurs and to get relevant updates on opportunities that MSMEs can grab while the country continues to deal with the pandemic.


Free Webinar Helps SME Owners Navigate COVID-19 Challenges

Regtech startup UNAWA will integrate legal and business expertise to help SMEs identify ways to move forward beyond the lockdown

To help entrepreneurs and startup founders cope with uncertainties stemming from the COVID-19 crisis, rising regulatory technology startup UNAWA will host a free webinar on Friday, April 17, 5 PM to 6 PM. Called, “Unlocking the Lockdown: Startup and SME Challenges and Opportunities Amid the Pandemic”, it will feature a panel of industry experts and business leaders who will talk about different measures that businesses can take during the enhanced community quarantine (ECQ).

To help entrepreneurs and startup founders cope with uncertainties stemming from the COVID-19 crisis, rising regulatory technology startup UNAWA will host a free webinar on Friday, April 17, 5 PM to 6 PM. Called, “Unlocking the Lockdown: Startup and SME Challenges and Opportunities Amid the Pandemic”, it will feature a panel of industry experts and business leaders who will talk about different measures that businesses can take during the enhanced community quarantine (ECQ).

Almost a month has passed since the Philippine government implemented the ECQ across Luzon and many parts of the Philippines, halting many business operations and putting severe stress over small and medium-sized enterprises (SMEs) around the country. However, the effects of the pandemic could last for much longer than the ECQ itself, leaving SME owners with many hard decisions to keep their companies afloat.

“We have seen the importance of a community helping each other out in times of crises, and UNAWA is dedicated to helping its fellow startups and SMEs emerge from the pandemic successfully. This free webinar is part of our efforts to create a community of entrepreneurs that support each other and remind each other that they are not alone in facing these problems,” said Atty. Mona Dimalanta, CEO of UNAWA.

Insights from legal experts and seasoned entrepreneurs

To ensure rich insights from various perspectives, UNAWA has put together an interactive panel that will exchange expert ideas while entertaining questions from the audience.

Panelists include: Reese Fernandez-Ruiz, president of eco-ethical fashion house Rags2Riches and founder of e-commerce platform Things That Matter PH; Darwin Mariano, founder of ticketing platform and crowdfunding project facilitator Ticket2Me; and Rommel Ng, founder of informational platform The Resto Coach and co-owner of restaurant chain Buffalo’s Wings N’ Things. 

Rounding out the panel are Atty. Regina Jacinto-Barrientos, CEO of Puyat, Jacinto, and Santos (PJS) Law; and Atty. Mona Dimalanta, CEO of UNAWA. The two will offer legal insights on how businesses can stay afloat while a significant part of the country is in lockdown.

“We at PJS Law are committed to helping SMEs with any of their legal concerns in these trying times,” said PJS Law’s Atty. Regina Jacinto-Barrientos. “Entrepreneurs have a lot on their plate in their efforts to sustain their business, so we are working with UNAWA to reach startup and SME communities and provide relevant legal and regulatory solutions.”

Interested participants can register for the webinar by filling out the form at https://bit.ly/Unawa-Webinar. Registrations will be open until Thursday, April 16, 5 PM.


Unawa Pioneers RegTech in the Philippines

The digital age has changed the way we communicate and, in many areas, the way we live. In business, start-ups and conglomerates alike are under constant pressure to grow their enterprises, while developing better ways to comply with evolving regulations for consumer protection. With the speed of technological innovation, this is proving to be a challenging task for companies, whether they are big names or novices. 

Enter Unawa, a pioneering startup in regulatory tech (“regtech”) that aims to help SMEs and large enterprises navigate the often-intimidating and yet always-critical compliance processes and requirements for doing business.

“Unawa aims to make regulatory compliance as pain-free as possible for enterprises and SMEs so they can focus on their core businesses and become real engines of economic growth. We all move closer to this goal with the combined power of technology and legal expertise at our fingertips,” said Atty. Monalisa Dimalanta, Chief Executive Officer of Unawa and Partner at PJS Law.

Unawa is a collaboration between Talino Venture Labs, the first inclusiontech venture builder in the Philippines, and PJS Law, a highly acclaimed firm with key expertise in infrastructure, energy, mergers and acquisitions, and banking and finance in the Asia Pacific. 

“With Unawa, we are demystifying the barriers in doing business here in the Philippines as we seek to make entrepreneurship an opportunity not just for the big names but for the small entrepreneur as well,” said Winston Damarillo, Talino Venture Labs Chief Executive Officer and Chief Strategy Officer of Unawa.

Unawa is the third in a string of inclusiontech startups that Talino launched in 2019, at the heels of Asenso (fintech, agritech, retailtech launched in August) and Saphron (insurtech launched in April).

 

Legally attuned to thrive in the digital age

The name Unawa is derived from the Filipino word for understanding or comprehension, and  enables the local business community to thrive amid the regulatory requirements of the country. The platform is set to leverage Talino’s expertise in artificial intelligence (AI) and machine learning, to make it easier for startups and enterprises alike to comply with laws and implementing rules and regulations—which often is a stumbling block for businesses to start or scale.

The founding team expects two flagship products to be online by the first quarter of 2020. 

Its main product, Unawa Privacy Guard, will aid companies to navigate the legalese behind Republic Act No. 10173, or the Data Privacy Act of 2012 (DPA) as they offer products and services for the digital consumer. 

Meanwhile, Unawa RapidStart will offer a true one-stop shop for entrepreneurs to start a business—from name filing all the way to local government permits. 

“We’re reducing the friction for companies to serve the urgent needs of a digital economy, so more and more companies can better serve their always-online customers while staying compliant with changing regulations. Digital is the new imperative, and both the private and public sectors are figuring out how to best navigate this world. Unawa will give them the capability to do that,” explained Damarillo.

 

The worldwide costs of compliance

Around the world, businesses spend an astounding $436 billion on compliance, not including some $26 billion in fines to financial institutions for failing anti-money laundering (AML) and know-your-customer (KYC) requirements. In Asia Pacific, regulators have already handed out 79 fines amounting to $609 million since 2011.

“There are inefficiencies inherent in paper-intensive and highly manual types of work, and the compliance costs arise mostly from these,” pointed out Unawa’s Dimalanta.  

“When we help companies deal with the legal complexities of operating in a more digital world, we enable them to focus on their core businesses, and unlock greater value for their companies,” concluded Dimalanta.


What You Need to Do After Registering With the SEC

If you haven’t registered your company with the Securities and Exchange Commission (SEC) yet, make sure to read this step-by-step guide first before doing any of the steps listed below. All of the following steps require a Certificate of Incorporation from the SEC, which you will only get after you’ve completed the registration process with them.

If you already have your Certificate of Incorporation, then congratulations! You’re one step closer to setting up your brand new business. While the SEC now recognizes your startup as a full-fledged company, you will need to register your business with other government agencies to ensure that you can operate properly, you can process transactions legally, and that you treat your employees fairly. 

In this article, we’ll list everything you have to do to register your company after incorporating with the SEC. 

1. Obtain Barangay Clearance from the Barangay Office

Time: At most 2 days

Fees: Varies per barangay, minimum of Php1,000

The first local government unit (LGU) you’ll need to visit after the SEC is the barangay office covering your business address, as you will need to get clearance to operate your company out of its location. When applying for barangay clearance, you will need to submit the following documents:

  • Certificate of Incorporation from the SEC
  • Proof that you own or are leasing the office space, such as a Land Title or a Lease Agreement
  • Other additional requirements based on your industry

With these documents, go to the barangay hall where your principal office is located and fill out an application form. After submitting this form and the above documents, you will be asked to pay a barangay clearance fee. This fee varies per barangay, and it can be a fixed fee dictated by the barangay or a customized fee depending on your office space. The process normally does not take more than two days to complete.

 

2. Get a Business Permit from the City Hall

Time: Varies per city, usually takes several weeks

Fees: Varies per city, may range from Php5,000 to Php25,000

After getting the barangay clearance for your business, you’ll need to go to the applicable city hall or mayor’s office of your company’s principal address to get a business permit. The requirements for this step are:

  • Certificate of Incorporation from the SEC
  • Proof that you own or are leasing the office space, such as a Land Title or a Lease Agreement
  • Barangay Clearance 
  • Community Tax Certificate
  • Other additional requirements as dictated by the LGU, such as photos of the office location or comprehensive general liability insurance
  • Other additional requirements based on your industry

After completing a form and submitting all the required documents, you will have to go to specific officers in the city hall to get other necessary permits that deem that your office is safe to operate. These permits are needed to get the business permit, which may include:

  • Locational clearance
  • Electrical inspection permit
  • Sanitary permit
  • Fire safety inspection permit

Each of the permits above, as well as the business permit itself, has a certain fee attached to them, which varies per city. Once you’ve submitted all the documents and gotten all the permits, you will receive your business permit after a couple of weeks.

 

3. Register Your Business with the BIR

Time: A few weeks

Fees: Minimum total of Php2,000 for the annual registration fee, fee for registering books of accounts, application fee for authority to print official receipts, and printing fee for official receipts

After receiving your Business Permit, or if you’ve already received a document claiming that your Business Permit is already being processed (i.e., you don’t have any pending submissions or requirements), then you can move on to the next step of registering your business with the Bureau of Internal Revenue (BIR). This will give your business the means to pay the taxes required by law.

Proceed to the Revenue District Office (RDO) that covers your business address, which you can search for in this directory from the BIR. You will need to submit the following documents:

  • Certificate of Incorporation from the SEC
  • Proof that you own or are leasing the office space, such as a Land Title or a Lease Agreement
  • Barangay Clearance 
  • Business Permit, or proof that your Business Permit is being processed
  • BIR Form 1903 
  • BIR Form 1906
  • Other documents as dictated by the RDO

Once you submit the above documents and pay all the necessary fees, the BIR will release your Certificate of Registration within a few weeks. Some RDOs will require you to attend a seminar detailing your tax responsibilities as a business owner before they release your certificate.

 

4. Register Your Business with the SSS

Time: A few days

Fees: None

There are three agencies you’ll need to register with in order to cover the rights given to your employees, and how much you’ll be dealing with all three of them will depend on your employee structure. First up is the Social Security System (SSS), the country’s social insurance program covering employees of private companies. 

To register with the SSS, you will need to submit the following documents to the SSS office closest to your principal address. All of the forms from the SSS will need to be signed by the company’s president or an authorized corporate officer:

Once your registration has been processed, which will take a couple of days, you will receive an SSS Registration Certificate, which you will need for the next steps.

 

5. Register Your Business with PhilHealth

Time: A few days

Fees: None

The next agency you’ll have to visit is the Philippine Health Insurance Corp., or PhilHealth. This agency provides health insurance for Filipinos, and is another mandatory right for company employees.

These are the documents you’ll need to submit to the nearest PhilHealth office of your principal address. Note that just like with the SSS, all of the PhilHealth forms here will need to be signed by the company’s president or an authorized corporate officer:

After submitting the documents, your registration will be processed after a couple of days. You will then receive your company’s PhilHealth Registration Certificate.

 

6. Register Your Business with PAG-IBIG

Time: A few days

Fees: None

The last agency you’ll have to register your company with is the Home Development Mutual Fund, or what’s more commonly known as the PAG-IBIG Fund. This fund allows employees to avail of various loans, such as housing loans and calamity loans.

The documents you’ll need to prepare for PAG-IBIG registration are:

The PAG-IBIG forms should be signed by your company’s president or an authorized corporate officer. Submit these documents to the PAG-IBIG office closest to your company’s principal address, and you will receive your PAG-IBIG Registration Certificate after a few days. 

Once you’ve accomplished all six of these steps, you’re now ready to do business as a fully registered corporation! Congratulations!

We hope this article was helpful. If you have any further questions, click here to chat with UNA, and check out the other articles of Unawa Explainer for more information on company incorporation.


Everything You Need to Know About Your Company’s Capital Structure

While filling out your company’s Articles of Incorporation, you’ll notice that Article 7 requires information about your company’s Authorized Capital Stock (ACS), while Article 8 requires you to further break this down to the amount of shares subscribed and paid by each shareholder. 

If this is your first time registering a business, you might find this confusing. What does Authorized Capital Stock mean? How is it different from the shares that are “subscribed” and “paid”? What are the values you should be putting in these blanks?

This article will answer all of those questions by taking a look at your company’s capital structure, and the differences between the three types of capital.

 

What is Authorized Capital Stock?

Authorized Capital Stock refers to the amount of shares your company is allowed to issue if the shares have par value and sell to investors for subscription. It is different from how many have already been issued or sold, as the ACS pertains to the maximum number of shares that the company is able to offer.

This means that the ACS is decided by the company itself, though it is by no means a random number. You’ll have to consider how much of your capital will be reserved for any potential investors where you can reach a favorable deal, so your capital must not be too low. However, a higher ACS means you’ll have much larger filing fees when registering with the SEC, so it must also not be too high.

 

What is Par Value?

You may have noticed that in filling out the details for ACS, you were asked about par value. This figure refers to the value of a single share of your company, which is determined by dividing the ACS by the number of shares your company offers. 

For example, Company X has an ACS of Php100 million distributed among one million shares. This means that the par value would be Php100 per share. 

Deciding on your company’s par value goes hand in hand with deciding on its ACS. However, most companies go with a par value of Php1 per share or Php100 per share, so that it’s easy to compute how much a certain number of shares is worth.

While the par value determines how much an investor has to pay in order to purchase or subscribe to one (1) share of the company, that same investor can choose to increase the price when they sell their shares to a third party or even the general public. In those cases, the par value will remain the same, and the selling price of the shares will be its market value. 

 

What is Subscribed Capital Stock?

While Authorized Capital Stock refers to the total amount of shares a company can sell, Subscribed Capital Stock refers to the shares that are issued to the company’s shareholders, which means that those shares already belong to them. Under the Revised Corporation Code, there is no more minimum requirement for Subscribed Capital Stock during incorporation. 

In the Articles of Incorporation, this is represented in Article 8 by the columns “Number of Shares Subscribed,” which varies depending on the shareholder, and “Amount Subscribed,” which refers to those shares multiplied by the par value. 

In the example above, if Company X has already issued 500,000 shares to their shareholders by the time they incorporate, this makes up the Subscribed Capital Stock of the company, which is worth Php50 million.

 

What is Paid-Up Capital Stock?

Just as Subscribed Capital Stock is a subset of Authorized Capital Stock, Paid-Up Capital Stock is a subset of Subscribed Capital Stock. As the name implies, this refers to the number of shares that have not only been issued to and sold to shareholders, but have also been paid for. If the company has already received the payment for shares that a certain investor has purchased, that will fall under Paid-Up Capital Stock.

In the Articles of Incorporation, this is represented in Article 8 by the column “Amount Paid,” which refers to how much each shareholder has paid for their shares. 

For Company X, if only half of the 500,000 shares have been paid for, then its Paid-Up Capital Stock would consist of 250,000 shares worth Php25 million. The founders of Company X will then have to disclose in their GIS that their Authorized Capital Stock is worth Php100 million, their Subscribed Capital Stock is worth Php50 million, and their Paid-Up Capital Stock is worth Php25 million.

 

A Footnote on Non-Stock Corporations

The different types of capital stock discussed above only apply to stock corporations, or companies that are designed to sell their shares. Non-stock corporations don’t have to break down their capital structure this way when registering with the SEC.

We hope this article was helpful. If you have any further questions, click here to chat with UNA, and check out the other articles of Unawa Explainer for more information on company incorporation.


Checklist of Requirements for Registering a Company With the SEC

Congratulations on taking the first step to building your startup! You have a long journey ahead of you, and it starts with getting your company registered with the Securities and Exchange Commission (SEC). 

The incorporation process of the Philippines involves a lot of documents and requirements, so we’d like to make it easier for you by creating a checklist of what you’ll need to prepare before you go to the SEC. We’ve also included the necessary links to formats of each requirement that you can fill up for your own company.

Here are the five documents you’ll need to prepare when incorporating with the SEC:

1. Articles of Incorporation

The Articles of Incorporation details everything there is to know about the company’s backbone. It contains basic information about the company, details about its founders and incorporators, as well as an overview of its shareholding structure. 

The format for the Articles of Incorporation can be found in Section 14 of the Revised Corporation Code. Your Articles of Incorporation must be notarized when submitted.

 

2. By-laws

A company’s by-laws detail the rules that govern the corporation, and are applied after the business has been incorporated. 

There is no specific format used to write the company’s by-laws, as these will depend on what type of company you’re incorporating. However, the SEC does list what the by-laws must contain in Section 46 of the Revised Corporation Code, which are:

  • The time, place and manner of calling and conducting regular or special meetings of the directors 
  • The time and manner of calling and conducting regular or special meetings and mode of notifying the stockholders thereof
  • The required quorum and the manner of voting in meetings of stockholders 
  • The modes by which a stockholder or director may attend meetings and cast their votes
  • The form for proxies of stockholders and the manner of voting them
  • The directors’ qualifications, duties and responsibilities, as well as the guidelines for setting the compensation of directors and officers
  • The time for holding the annual election of directors and the mode or manner of giving notice thereof
  • The manner of election or appointment and the term of office of all officers other than directors 
  • The penalties for violation of the by-laws
  • The manner of issuing stock certificates
  • Such other matters as may be necessary for the proper or convenient transaction of its corporate affairs for the promotion of good governance and anti-graft and corruption measures

 

3. Name Verification Slip

You’ll need to have a verified company name by the time you start the incorporation process. Unlike the rest of the requirements, this can be done online through the SEC’s Company Registration System, which uses an online verification tool. However, you’ll still need to validate your company name with the SEC’s Name Verification Unit after you complete the online process. 

There are several things you need to consider when choosing a name for your company. For a complete company naming guide, click here.

 

4. Treasurer’s Affidavit

The Treasurer’s Affidavit certifies that the company has met its capital requirements. More specifically, this document tells the SEC that the company’s paid-up capital has been paid to the Treasurer, who will oversee these funds for the company. Just like the Articles of Incorporation, this document must be notarized when submitted.

You can find a format for the treasurer’s affidavit by clicking here. Note that the formats in this document are no longer updated; for example, under the Revised Corporation Code, there is no longer a minimum subscription and paid-up capital during incorporation. So make sure to edit the format accordingly before having it notarized.

If you want to learn more about paid-up capital and the other types of capital that your company will deal with, check out our guide on capital structure.

 

5. Clearance from Other Government Agencies (for some companies)

Certain types of businesses require endorsements from other government agencies before they can register with the SEC. For example, medical clinics will need an endorsement from the Department of Health, while financial institutions will need to be certified by the Bangko Sentral ng Pilipinas. A full list of the types of businesses that need additional endorsements can be found in this document

In addition, some businesses will also need to retrieve clearances from other SEC departments. These businesses are also listed in the document linked above.

 

Ready to incorporate?

If you’ve completed, signed, and notarized all of the documents mentioned above, then you’re ready to move on to the next step, which is registering your company with the SEC! Check out this article for a step-by-step guide on what you need to do, how much you’ll need to pay, and how long the process will normally take.

We hope this article was helpful. If you have any further questions, click here to chat with UNA, and check out the other articles of Unawa Explainer for more information on company incorporation.


Step-by-step Guide to Incorporating a Company with the SEC

If you’re reading this article, chances are that you’re taking your first steps to turning your great idea into an actual company. Congratulations! Not a lot of people take the plunge, so we at Unawa are here to help you take care of your regulatory requirements so you can focus on growing your business.

The first real hurdle of every new startup’s journey is incorporating with the Securities and Exchange Commission (SEC). This involves a lot of time and effort, so we’ve laid out everything you need to know about registering your company in this article. Make sure to bookmark this while you’re going through the incorporation process!

Here’s how to incorporate your company with the SEC: 

1. Prepare all the documentary requirements

Time: As fast as 1 day, depending on how quickly you get the documents completely filled out, signed and notarized

Fees: Payment for notarization, varies depending on where it is notarized

Before actually going to the SEC office, there are several documents that you have to prepare that will be submitted for your application. These are:

  • Articles of Incorporation*
  • By-laws
  • Name Verification Slip
  • Treasurer’s Affidavit*
  • Clearance from Other Government Agencies (for certain companies)

*Need to be notarized when you submit to the SEC

The name verification process can partially be done online (for companies with five (5) incorporators), and the clearance from other government agencies will only apply for businesses in specific industries.

For more information on each of these requirements, check out this document checklist for SEC incorporation.

 

2. Get your company name validated and reserved 

Time: 2-3 days

Fees: Php100 reservation fee for 30 days

The Name Verification Slip listed above can only be obtained within an SEC office, which will be your next step for this process. You must go to the Name Reservation Unit at any SEC office to propose several business names, which will then be verified and validated by the agency. This will take around two to three days.

Once the SEC approves your company name, they will ask you to pay Php100 as a reservation fee. Your reservation is only valid for 30 days, which means that you will have to pay an additional fee should the entire company registration process take longer.

Want to make sure that your company name will be approved? Check out our company naming guide for more information on what the SEC considers when validating proposed company names.

 

3. Submit the documents and pay the necessary fees

Time: At least 2-3 weeks, depending on the examiner and the completeness of your documents

Fees: Minimum total of Php3,580, which includes the filing fee, by-laws fee, legal research fees, and the registration of the stock and transfer book

After getting your company’s name approved, you may now submit all of the documents listed in Step 1 to the SEC. The examiner who receives your documents will then have to review them prior to the issuance of the Certificate of Incorporation, which will take at least two to three weeks.

Once all of your documents have been approved, you will be asked to pay the necessary fees at the SEC cashier, which includes:

  • Registration Fee for By-laws, worth Php1,010
  • Filing Fee for Articles of Incorporation, which is worth ⅕ of 1% of the company’s authorized capital stock; however, this amount must not be less than Php2,000
  • Legal Research Fee, which is worth 1% of the Filing Fee outlined above

You will also be required to have a Stock and Transfer Book and have it registered with the SEC. This will require an additional fee of around Php550.

If you have the finalized value of your company’s authorized capital stock, you can compute for the total fees you will have to pay through the SEC’s registration calculator. Note that this calculator does not include the registration fee for the Stock and Transfer Book.

 

4. Obtain your Certificate of Incorporation

Time: 1 day

Fees: None

After your documents have been approved and paid for, and the SEC has approved your application for registration, you will be able to obtain your Certificate of Incorporation, which means that your startup is officially a registered company! This certificate contains your SEC Registration Number, which you will have to put in all of your future filings and disclosures.

You will also receive a Unified Registration Record, which contains all the important registration numbers you will be using when registering your business in other government agencies. Make sure to keep this in hand, as you will need this information in the near future.

 

5. Get the necessary requirements from other government agencies

Time: Varies

Fees: Varies

If you’ve reached this step, then congratulations, you have successfully registered your company with the SEC! However, there are several other steps you have to take before you can start operating as a legal entity, which involves paying the relevant tax on the original issuance of shares in the new corporation, going through several other government agencies and getting the necessary permits.

For a full step-by-step guide on what you have to do after registering with the SEC, click here.

We hope this article was helpful. If you have any further questions, click here to chat with UNA, and check out the other articles of Unawa Explainer for more information on company incorporation.


What’s in a (Company) Name?

As entrepreneurs, you’ve probably heard of the comparison that running a business is just like raising a baby. You have to put in a lot of time and effort to develop it and help it grow, until it becomes old enough to function with minimal supervision. 

Turns out, the comparison extends to the regulatory aspect. Just like a baby, the first thing you have to do to register your business is to think of its name.

To get the incorporation process started, the Securities and Exchange Commission (SEC) requires that you have a name for your business. Unfortunately, this doesn’t mean you can pick any name you want. There are several steps you have to take in order to ensure that your company name will be approved by the SEC, which we’ve outlined in this article.

 

Difference Between Corporate Name and Trade Name

Before we go through the step-by-step of securing your company’s name, we feel that it’s important to make the distinction between the two different names you’ll have to think for your company: its corporate name and its trade name.

The corporate name is what your company is officially called in the eyes of the SEC. If you see a company name that ends in “Inc.” or “Corp.”, it is most likely the corporate name, such as “Golden Arches Development Corp.” On the other hand, the trade name is what your company uses when it promotes and sells its offerings to the public. It’s what you’ll often see front-and-center in the company’s logo, storefront, or website, such as “McDonald’s.” 

In a sense, if your company were a baby, its corporate name is what’s written on the birth certificate, while its trade name functions as its nickname. For this article, we’ll focus on how to validate your company’s corporate name, as that is what the SEC requires for the incorporation process.

 

Which Company Names Are Allowed?

Just like other aspects of your startup, your company name also has to be approved by the SEC. All of the rules and regulations that the SEC follows in validating a company name are found in this Memorandum Circular, but we’ve outlined the most important points below:

  • It must not already be used by another company. Duplicate corporate names are not allowed.
  • It must not be similar to another existing corporate name. Similarity in this case would mean that a person can easily mistake one for the other when searching for either company.
  • It must not be used by a known international organization, or be similar to it, unless the company is a subsidiary of that organization.
  • It must not have any words that are only allowed for certain types of businesses. The word “bank”, for example, can only be used by businesses in the banking industry and under the governance of the Central Bank.

If you’re registering a company with at least five incorporators, you can use the SEC’s online Company Registration System (http://crs.sec.gov.ph/) to verify your name. Note that you will still have to validate your company name with an SEC officer even if you’ve accomplished this step.

 

Validating your name with the SEC

Once you’ve chosen your business name, you will have to go to an SEC office near you to have the name validated. You can have up to three business names validated at one time, so we suggest submitting three names to minimize your chances of having to go through the process again.

Validating your proposed business names will take around 2-3 days. If none of your proposed names get approved, you will have to go through the validation process again.

If the SEC validates your company name, you will then have to pay Php100 to reserve that name. The reservation only lasts for 30 days, so make sure you proceed to the next step of the incorporation process so you don’t have to renew your reservation. 

We hope this article was helpful. If you have any further questions, click here to chat with UNA, and check out the other articles of Unawa Explainer for more information on company incorporation.