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

January 31, 2022 by

​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.

January 31, 2022
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