In order to set up a corporation in the Philippines, the incorporation process is lodged with the Securities & Exchange Commission (SEC).
Thus, the following documents must be submitted with the SEC:
1. Name Reservation/Verification Slip
2. Cover Sheet
3. Articles of Incorporation
4. Corporate By-laws
5. Registration Data Sheet
6. Registration Data Sheet (CAPITAL STOCK / INCORPORATORS /DIRECTORS / OFFICERS INFORMATION)
7. Affidavit of Undertaking to Change Corporate Name
8. Treasurer’s Affidavit stating the amount of the shares of stock subscribed and the amount of the subscription price which has been paid-in to him as Treasurer-in-Trust of the proposed corporation. He should likewise certify that at least twenty-five percent (25%) of the authorized capital stock has been subscribed, and at least twenty-five percent (25%) of the amount subscribed has been paid-in to him for the benefit and to the credit of the corporation.
9. Bank Certificate
Basically, the documents spelled out in Items 1 to 8 can be procured from the SEC. On the other hand, the Bank Certificate will come from the bank where the corporate funds are deposited.
Anent the documents, the following information must be supplied to adequately fill out the necessary documents for submission with the SEC:
1. Corporate Name (The last part must end with Inc., Incorporated, Corporation or Corp.)
2. Purpose of the Corporation
3. Address of the Corporation
4. Telephone Number
5. Value of each share (This is usually P100.00 for 1 share)
6. Authorized capital (Total number of shares of the Corporation)
7. Subscribed capital (Number of shares to be subscribed by the incorporators. This cannot be less than 25% of the authorized capital)
8. Paid-up capital (Number of shares paid by the incorporators. This cannot be less than 25% of the paid-up capital)
9. Name and Branch of Bank where the paid-up capital amount will be deposited
10. Incorporators (Name, nationality, address, birthday, Tax Identification Number, Community Tax Certificate Number or Passport Number)
11. Shares of the Incorporators (number of subscribed shares, number of shares paid and percentage of ownership)
12. Number of Directors and their names (Must be an incorporator. Not less than 5 and not more than 15 directors)
13. Name of the Chairman of the Board
14. Name of President
15. Name of Corporate Secretary (must be Filipino)
16. Name of Treasurer (must be Filipino)
17. Term of the Corporation (50 years is recommended since this is the maximum period)
18. Date of annual meeting of the corporation (Usual date is April 30)
19. Accounting Year (Calendar Year or Fiscal Year. Calendar Year is recommended since this is used by most government agencies)
The government fees for the incorporation of a domestic corporation are as follows:
a. Basic Filing Fee for the Articles of Incorporation – 1/5 of 1% of the authorized capital stock or the subscription price of the subscribed capital stock, but not less than P1,000.00
b. Legal Research– 1% of the filing fee
c. Examining and Filing Fee for the By-Laws – P500.00
The first step would be to reserve your corporate name either online or personally with the SEC. Once the name is reserved, you may proceed to SEC to submit the documents listed above.
A faster way to procure the listed documents is to buy the “Green Lane Forms” from the SEC. Said forms cost Five Hundred Pesos (P500.00) and takes one to two days to process.
For those who did not submit the Green Lane Forms, processing usually takes around three days to one week. A Certificate of Incorporation will be issued by the SEC evidencing formation of the corporation.
If you need help in starting a company or incorporating a corporation in the Philippines, you may e-mail us at [email protected].
Nicolas & De Vega Law Offices is a full service law firm in the Philippines. You may visit us at the 16th Flr., Suite 1607 AIC Burgundy Empire Tower, ADB Ave., Ortigas Center, 1605 Pasig City, Metro Manila, Philippines. You may also call us at +632 4706126, +632 4706130, +632 4016392.