Questions and Answers About Registering a DTI Business

Here are 25 questions and answers about registering a business with the Securities and Exchange Commission (SEC) in the Philippines, especially for corporations and partnerships:

GENERAL QUESTIONS

What is the SEC?

The Securities and Exchange Commission (SEC) is the government agency responsible for regulating corporations, partnerships, and the securities market in the Philippines.

Who needs to register with the SEC?

All stock and non-stock corporations, partnerships, foreign corporations, and foundations must register with the SEC before operating in the Philippines.

Can a sole proprietorship register with the SEC?

No. Sole proprietorships are registered with the Department of Trade and Industry (DTI), not the SEC.

Why do I need to register with the SEC?

Registration provides legal personality, allows the business to open bank accounts, obtain permits, and ensures compliance with Philippine corporate laws.

DOCUMENTARY REQUIREMENTS

What are the basic requirements for registering a domestic stock corporation?

Name reservation

Articles of Incorporation and By-laws

Treasurer's Affidavit

Proof of deposit of paid-up capital (bank certificate)

Notarized application forms

Do I need to notarize the documents?

Yes. Most SEC forms, including the Articles of Incorporation and Treasurer’s Affidavit, must be notarized.

What is the minimum number of incorporators?

At least 2 but not more than 15 natural persons.

What is the minimum capital requirement?

It depends on the business. Generally, ₱5,000 paid-up capital is required for domestic corporations unless higher capital is mandated by law or industry regulations.

What is a Treasurer-in-Trust?

A Treasurer-in-Trust is a person authorized to temporarily hold the corporation's capital during the registration process.

Do I need a corporate name reservation?

Yes. You must reserve a unique name through the SEC’s online system (CRS or eFAST) before registering.

TYPES OF BUSINESS ENTITIES

What types of entities can register with the SEC?

Stock Corporation

Non-stock Corporation

One Person Corporation (OPC)

Partnership

Foreign Corporation (Branch or Representative Office)

Foundation

What is a One Person Corporation (OPC)?

An OPC is a corporation with only one stockholder who acts as the sole incorporator, director, and president.

Can a foreigner register a corporation in the Philippines?

Yes, subject to restrictions in the Foreign Investment Negative List and minimum capital requirements (usually USD 200,000, depending on the industry).

PROCESS AND FEES

How do I start the registration process?

Begin by reserving your company name via the SEC Company Registration System (CRS) or eFAST portal.

Is the registration process available online?

Yes. Most of the process can be done through the SEC eFAST system (https://fast.sec.gov.ph).

How much are the SEC registration fees?

Fees vary, but for a domestic corporation, it's usually around ₱2,000 to ₱4,000, depending on capital stock and other documents.

How long does SEC registration take?

If documents are complete and correct, 3–7 working days after submission and payment.

Where do I pay SEC registration fees?

Payments can be made online via GCash, PayMaya, or LandBank, or over the counter at accredited banks.

AFTER REGISTRATION

What’s next after SEC registration?

You must:

Obtain a Barangay Clearance

Register with the BIR (Bureau of Internal Revenue)

Apply for a Mayor’s Permit

Register with SSS, PhilHealth, and Pag-IBIG if hiring employees

Do I need to submit annual reports to the SEC?

Yes. Corporations must submit:

General Information Sheet (GIS) annually

Audited Financial Statements (AFS)

What is the General Information Sheet (GIS)?

A report containing details of a corporation’s directors, officers, and stockholders. It's filed yearly.

What is the deadline for filing the AFS and GIS?

Usually, within 30 days after the annual stockholders’ meeting or 120 days after fiscal year-end, depending on the document.

OTHER QUESTIONS

Can I amend my Articles of Incorporation later?

Yes. You need SEC approval and must file an Amended Articles of Incorporation.

What happens if I fail to register with the SEC?

Your business has no legal personality and may be subject to fines, penalties, and closure by authorities.

Where can I get help or legal advice?

Consult a lawyer, a Certified Public Accountant (CPA), or a business registration service provider. You may also visit the SEC Helpdesk or their website at https://www.sec.gov.ph.