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.
