(updated as of 29 October 2020)
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. Treasurer’s Affidavit
6. Registration Data Sheet
7. Registration Data Sheet (CAPITAL STOCK / INCORPORATORS /DIRECTORS / OFFICERS INFORMATION)
Anent the documents, the following information must be supplied to adequately fill out the necessary documents for submission with the SEC:
- Corporate Name (must end in Inc., Corporation or OPC);
- Purpose of the Corporation;
- Address/Telephone Number/E-mail of the Corporation;
- Term of existence of the Corporation (default term is perpetual existence);
- Names, nationalities, and residences of the incorporators (can be a person, partnership or corporation) not exceeding fifteen (15) in number;
- Number of directors, which should not be more than 15;
- Names, nationalities and residences of the persons who shall acts as directors until the first regular directors are duly elected and qualified in accordance with the Corporation Code;
- The amount of the authorized capital stock of the Corporation, which must be stated in Philippine Pesos, and the number of shares into which it is divided, In case the shares are par value shares, the par value of said shares (usually P100.00 per share);
- Names, nationalities and residences of the original subscribers, and the amount subscribed and paid by each on his subscription;
- Taxpayer’s Identification Numbers (TIN) of the incorporators;
- For incorporators who are non-residents of the Philippines, the Passport Number of each incorporators, and the date and place of issuance thereof;
- Birthdays of the incorporators;
- Preferred date of Annual Stockholders’ Meeting, e.g. any day in May of each calendar year; and
- Accounting year of the Corporation (fiscal or calendar year)
The Corporation Code requires that the incorporators be not more than fifteen (15). In addition, the incorporators must own or be a subscriber of at least one (1) share of the capital stock of the corporation. Please note that the Treasurer must be a resident of the Philippines while the Corporate Secretary must both be a resident and citizen of the Philippines. Furthermore, the President CANNOT serve concurrently as secretary or treasurer.
SEC FILING FEES
The SEC filing fees for the incorporation of a domestic corporation are as follows:
- 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 P2,000.00
- Legal Research– 1% of the filing fee
- Examining and Filing Fee for the By-Laws – P1,010.00
- Cost and registration of the Stock & Transfer Book – P470.00
It would approximately take 2 – 3 weeks for the SEC to examine the documents and correspondingly issue a Certificate of Incorporation.
As for reportorial requirements with the SEC, the General Information Sheet of the Corporation must be filed within thirty (30) days after the date of the annual meeting of the stockholders of the Corporation and its Audited Financial Statements, duly stamped received by the BIR, within one hundred twenty (120) days after the end of the fiscal year of the Corporation as specified in its By-Laws.
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.