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·
All applications and supporting
documents must be in six (6) copies and have cover sheets
·
Documents signed abroad must be
authenticated by the Philippine Embassy or Consulate in the country where
signed.
·
All audited Financial Statements and
special audit reports must be certified by an independent Certified Public
Accountant (CPA), with Statement of Representation filed with the SEC. Said
Statement must indicate the CPA Cert. No., PRC/BOA No. and the PTR No. of the
CPA.
·
All applications must indicate the
Tax Identification Number (TIN) of the signatories.
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Basic Requirements
1. Name Verification
Slip (secure online or from SEC Name Verification Unit )
2. Articles of
Incorporation and By-laws
3. Treasurer’s Affidavit
4. Affidavit of
incorporator or director undertaking to change corporate name (not required if
Articles of Incorporation has provision on this commitment )
Additional Requirements
6. Indorsement/clearance
from other government agencies, if applicable.
7. For corporations
with foreign equity: Proof of remittance by non-resident aliens and
foreign corporate subscribers who want to register their investment
with the Bangko Sentral ng Pilipinas ( BSP )
8. For corporations with
more than 40% foreign equity: SEC Form No. F- 100
9. For corporations with
Philippine Economic Zone Authority (PEZA), Subic Bay Metropolitan
Authority (SBMA) or other economic zones application: Certificate of
Authority or indorsement from said government agencies
10. Additional
requirements based on kind of payment of subscription indicated hereunder
a. Cash
1. Bank Certificate of
deposit of paid up capital notarized in place where signed
2. For corporations with
foreign subscribers who want to register their investments with the BSP:
Proof of inward remittance or bank certificate
b. Land and/ Building/Condominium
Unit
1. Detailed schedule of
the property showing its registered owner, location, area, TCT No., tax
declaration number and the basis of the transfer value (market value/assessed
value/ zonal value or appraised value )
2. Copy of TCT/CCT and
tax declaration sheet, certified by the Register of Deeds and the Assessor’s
Office, respectively
3. If transfer value is
based on zonal value: Latest zonal valuation certified by the Bureau of
Internal Revenue (BIR)
4. If transfer value is
based on appraised value: Appraisal report by a
licensed real estate appraiser (not more than six [6] months old)
5. Deed of assignment
with primary entry by the Register of Deeds
6. If property is
mortgaged: Mortgagee/creditor’s certification on the outstanding loan
balance and his consent to the transfer of property
7. For assignment of a
building where the assignor is not the owner of the land: Lease contract
on the land and consent of the land owner to the transfer
8. Affidavit of the
transferor that the building/condominium unit is existing and in good condition
9. Affidavit of
undertaking by any incorporator or director to submit the proof of transfer of
the property within the prescribed period
c. Inventories
/Furniture/Personal Properties
1. Detailed schedule of
the property showing its description and the basis of transfer
value (market value or book value )
2. Special audit report
by an independent CPA on the verification and valuation of the property
3. Deed of assignment of
the property to the corporation
4. Affidavit of the
transferor that the inventories/ furniture/personal properties are existing and
in good condition
d. Heavy Equipment and
Machinery
1. Detailed schedule of
the property showing its description and the basis of transfer value
(book value or appraised value)
2. Appraisal report by a
licensed mechanical engineer (not more than six [6] months old). If the
property is imported, submit valuation report by the BSP instead
3. Deed of assignment of
the property to the corporation
4. Affidavit of the
transferor that the heavy equipment/machinery is existing and in good condition
e. Shares of Stock
1. Detailed schedule of
the shares of stock indicating the stockholder, stock certificate number,
number of shares and the basis of transfer value (market value or book value)
2. Audited financial
statements of the investee company as of the last fiscal year, stamped received
by the SEC and the BIR
3. Deed of assignment of
the shares of stock to the corporation
4. Certification by the
corporate secretary of the investee company that the shares are outstanding in
the name of the assignor
5. Photocopy of the
stock certificates (present original for verification)
6. If shares of stock
are listed in the stock exchange: Latest market quotation in the
newspaper or certification from the stock exchange/broker on the latest market
price of the shares of stock.
7. Affidavit of
undertaking by any incorporator or director to submit the proof of transfer
within the prescribed period
f. Motor Vehicles
1. Detailed inventory of
the motor vehicles showing the registered owner, make/model, plate number,
chassis number, motor number, certificate of registration number, and market
value
2. Photocopy of the
Certificate of Registration and official receipt of annual registration fee
(present original for verification)
3. Appraisal report by a
licensed mechanical engineer (not more than six [6] months old)
4. Deed of assignment of
the motor vehicle to the corporation
5. Affidavit of the
transferor that the motor vehicle is existing and in good condition
6. Affidavit of
undertaking by any incorporator or director to submit the proof of transfer
within the prescribed period
g. Sea Vessel/Aircraft
1. Detailed inventory of
the vessel/aircraft showing the registered owner, registry
number, technical description, and appraised value
2. Certified true copy
of the certificate of ownership
3. Certificate of
seaworthiness/airworthiness issued by the appropriate government agency
4. Appraisal report by a
licensed mechanical engineer (not more than six [6] months old)
5. Deed of assignment of
the vessel/aircraft to the corporation
6. Affidavit of the
transferor that the sea vessel/aircraft is existing and in good condition
7. Affidavit of
undertaking by any incorporator/director to submit the proof of transfer within
the prescribed period
h. Intangibles
1. Photocopy of the Certificate
of Registration of Intellectual Property rights, mining permit (for mining
claims/rights)
2. Appraisal
report by an accredited appraisal company (not more than six [6] months
old)
3. Deed of assignment of
intangibles to the corporation
i. Net Assets (by way of
conversion of single proprietorship/partnership into corporation or by way of
spin-off)
1. Articles of
Dissolution of Partnership
2. Audited financial
statements of the single proprietorship/partnership/division of a corporation
(for spin off) as of the last fiscal year
3. Long-form audit
report of item 2
4. Deed of assignment of
the assets and liabilities to the corporation
5. Separate deed of the
assignment for land with primary entry by the Register of Deeds
6. List of
creditors, with the amount due to each creditor and the consent of each
creditor, certified by the company accountant
7. Detailed schedule of
the properties with certificate of registration/titles and their respective
book values
8. Photocopy of the
Certificate of Registration of the motor vehicle (present original for
verification)
9. Photocopy of the
TCT/CCT and tax declaration sheet, certified by the Register of Deeds and the
Assessor’s Office, respectively
10. For single
proprietorships: Department of Trade and Industry (DTI) Certificate of
Registration
Notes :
1. Items 5 to 10 shall
be complied with only if applicable
2. The corporation
should use the name of the partnership dropping only the word
“company” and adding either the word “corporation” or “incorporated”, or its
abbreviation
3. The filing of the Articles
of Dissolution and Articles of Incorporation or Increase of Authorized
Capital Stock should be simultaneous
Basic Requirements
1.
Name verification slip
2.
Articles of Incorporation and
By-laws
3.
Affidavit of an incorporator or director
undertaking to change corporate name
4.
List of members, certified by the
Corporate Secretary
5.
List of contributors and amount
contributed certified by the treasurer
Note: Items
3, 4, and 5 need not be submitted if already stated in the Articles of Incorporation
Additional Requirements
6.
For Foundations: Notarized
Certificate of Bank Deposit of the contribution of not less than P1,000,000.00;
and Statement of willingness to allow the Commission to conduct an audit
7.
For religious corporations: Refer
to Sections 109-116 of the Corporation Code of the Philippines, and add an
affidavit of affirmation or verification by the chief priest, rabbi, minister
or presiding elder
8.
For federations: Certified list
of member-associations by corporate secretary or president
9.
For condominium
corporations/associations: Master Deed with primary entry of the Register of
Deeds and certification that there is no other existing similar condominium
association within the condominium project
10.
For neighborhood associations:
Certification from the Housing and Land Use Regulatory Board (HLURB) that there
is no other existing homeowners’ or similar association in the community where
the association is to be established
(no info)
III.
REGISTRATION
/ RECORDING OF PARTNERSHIPS
Basic
Requirements
1.
Name Verification Slip
2.
Articles of Partnership
3.
Affidavit of a partner
undertaking to change partnership name (not required if Articles
of Partnership has provision on this commitment)
Additional requirements
5.
Endorsement/clearance from other
government agencies, if applicable
6.
For partnership with
foreign partners
b.
Bank certificate on the capital
contribution of the partners
c.
For foreign partners who
want to register their investments with the BSP: Proof of
remittance
Note:
If it is a limited partnership, the
word “Limited” or “Ltd” should be added to the partnership name. Articles
of Partnership of limited partnerships should be under oath only (Jurat) and
not acknowledged before a notary public.
I.Amended Articles of Incorporation (for stock and
non-stock corporations)
1. Amended Articles of
Incorporation
2. Directors’/Trustees’
Certificate – a notarized document signed by a majority of the
directors/trustees and the corporate secretary, certifying the amendment of the
Articles of Incorporation, indicating the amended provisions, the vote of the
directors/trustees and stockholders/members, the date and place of the
stockholders’ or members’ meeting; the TIN of the signatories should be
indicated below their names
3. Company Data
Maintenance Form
Additional Requirements
4. Indorsement/clearance
from other government agencies, if applicable
If the provision to be amended is the
corporate name
5. Name Verification
Slip
6. Affidavit of a
director/trustee or officer undertaking to change corporate name
II.Amended By-Laws (for stock and non-stock
corporations)
1. Amended By-laws
2. Directors’/Trustees’
Certificate – a notarized document signed by a majority of the
directors/trustees and the corporate secretary, certifying the amendment of the
By-laws, indicating the amended provisions, the vote of the directors/trustees
and stockholders/ members, the date and place of the stockholders’ or members’
meeting
3. Company Data
Maintenance Form
III.Increase of Authorized Capital Stock
Basic Requirements:
1. Certificate of
Increase of Capital Stock
2. Treasurer’s Affidavit
certifying the increase of capital stock, the amount subscribed and the
amount received as payment
3. List of stockholders
as of the date of the meeting approving the increase, indicating
the nationalities of the subscribers and their respective subscribed and
paid-up capital on the present authorized capital stock, certified by the
corporate secretary
4. Amended Articles of
Incorporation
5. Directors’
Certificate – a notarized document signed by a majority of the directors and
the corporate secretary, certifying the amendment of the Articles of
Incorporation increasing the authorized capital stock, the votes of the
directors and the stockholders, and the date and place of the stockholders’
meeting
6. Company Data
Maintenance Form
7. Audited financial
statements as of the last fiscal year, stamped received by the SEC and the BIR
Additional requirements depending
on the kind of payment on subscription
a. Cash
1. A report rendered by
an independent CPA on the verification of the cash payment on subscription to
the increase
2. Copy of the official
receipt, deposit slip, bank statement/passbook
3. Trial balance as of
the end of the month immediately preceding the submission of the requirements,
which includes the additional capital infusion, certified by the company
accountant
4. Written waiver of
pre-emptive rights by non-subscribing stockholders
Note: Disregard
item 1 if payment on subscription is already reflected in the audited financial
statements (item 7 of the basic requirements), and said additional capital
infusion is reflected in the Cash Flow Statement
b. Conversion of
advances/liabilities to equity
1. A report rendered by
an independent CPA on the verification of the advances to be converted to
equity
2. Detailed schedule of
the liabilities to be offset, as of the date of trial balance, certified by the
company accountant
3. Trial balance as of
the end of the month immediately preceding the submission of the requirements,
which includes the subject advances/liabilities, certified by the company
accountant
4. Deed of Assignment
signed by the creditor/subscriber assigning the advances as payment on his
subscription
Note: If subject
advances are reflected in the audited financial statements (item 7 of the basic
requirements), submit a certification from the auditor identifying the
creditors and the amount owed to each, in lieu of item 1
c. Stock dividends
1. Long form audit
report on the audited financial statements (item 7 of the basic requirements),
which includes an analysis of the retained earnings account for the last five
(5) years
2. List of stockholders
entitled to the stock dividend with their respective outstanding shares and the
allocation of the stock dividend, certified by the corporate secretary
3. Certification by the
corporate secretary as to the treatment of the resulting fractional shares, if
any
d. For other forms of
property as payment, submit the additional requirements enumerated for
registration of stock corporations
IV.Decrease of Authorized Capital Stock
1. Certificate of
Decrease of Authorized Capital Stock
2. Audited financial
statements as of last fiscal year, stamped received by the SEC and the BIR
3. If involving return
of capital: Long form audit report and list of creditors with the consent
of each creditor, certified by company accountant
4. List of stockholders
before and after the decrease, certified by the corporate secretary
5. Amended Articles of
Incorporation
6. Directors’
Certificate – a notarized document signed by a majority of the directors
and the corporate secretary, certifying the amendment of the
Articles of Incorporation to decrease the authorized capital stock, the votes
of the directors and the stockholders, and the date and place of the
stockholders’ meeting
7. Publisher’s affidavit
of the publication of the decrease of capital (once in a newspaper of general
circulation)
8. Company Data
Maintenance Form
V.Reclassification/Declassification/Conversion of
Shares
1. Directors’
Certificate – a notarized document signed by a majority of the directors and
the corporate secretary, certifying the amendment of the articles of
incorporation classifying the shares of stock, the votes of the directors and
the stockholders, and the date and place of the stockholders’ meeting
2. Amended Articles of
Incorporation
3. List of
stockholders showing the names, nationalities and stockholdings before
and after the reclassification/declassification/conversion, certified by the
corporate secretary
4. Audited financial
statements as of the last fiscal year, stamped received by the SEC and the BIR
VI.Merger/Consolidation
1. Articles of
Merger/Consolidation
2. Plan of Merger
3. List of stockholders
of the constituent corporations before the merger/consolidation, and list
of stockholders of record of the surviving corporation after the
merger/consolidation, certified by the corporate secretary
4. Certification, under
oath, by the corporate secretary, on the meetings of the directors and
stockholders of the constituent corporations approving the merger/consolidation
5. Audited financial
statements of the constituent corporations as of a date not earlier than 120
days prior to the date of filing of the application in accordance with PFRS
3 ( Accounting Standard on Business Combination)
6. For absorbed
corporations: Long-form audit report of item 5
7. List of creditors, if
any
8. Where both or all the
constituent corporations are solvent: Certification, under oath, by the
president, chief finance officer or treasurer, that creditors have been
properly notified of the proposed merger/consolidation
9. Where at least one of
the constituent corporations is insolvent: Affidavit of publication in a
newspaper of general circulation of the proposed merger/consolidation
10. Company Data Maintenance
Form
Notes: 1. If the
surviving corporation will not issue shares of stock or create additional
paid-in Capital: Disregard item 6
2. If the merger will
be effected via increase of capital stock: Submit also the
requirements for Increase of Authorized Capital Stock
3. For
consolidation: Submit also the requirements for the registration of a
stock corporation
VII.Increase of Foreign Equity (
for corporations registered under the Foreign Investments Act )
Mode of payment:
a.
Assignment of Filipino stockholdings to non-Philippine nationals
1. SEC Form No. F-101 or F-102
2. Original copy of the Deed of Assignment
b.
Issuance of new stocks from the unsubscribed capital stock
1. SEC Form No. F-101 or F-102
2. Form 10-1
c.
Increase or Decrease of authorized capital stock
1. SEC Form No. F-101 or F-102
2. Requirements for Increase/Decrease of Capital Stock
d.
Merger or consolidation
1. SEC Form No. F-101 or F-102
2. Requirements for merger or consolidation
VIII.Dissolution ( by shortening corporate term )
1. Directors’ Certificate
– a notarized document signed by a majority of the directors/trustees and the
corporate secretary, certifying the amendment of the Articles of Incorporation
shortening the corporate term, the votes of the directors/trustees and
stockholders/members, and the date and place of the stockholders’/members’
meeting
2. Amended Articles of
Incorporation
3. Audited financial
statements as of date of the stockholders’ meeting approving the dissolution or
any date thereafter but not earlier than 60 days prior to the date of filing of
the application
4. List of creditors, if
any, and the consent of the creditors, or certification as to non- existence of
creditors
5. BIR tax clearance
6. Publisher’s affidavit
of the publication of the notice of dissolution of the corporation (once a week
for three [3] consecutive weeks)
7. Indorsement/clearance
from other government agencies, if applicable
Note: In cases
where there are creditors and the consent of the creditors was not secured, the
application should be in the form of a petition to be filed with Office of
General Counsel of the SEC.
IX.Quasi-Reorganization
1. Letter requesting
approval to undergo quasi-reorganization
2. Certification, under
oath, by the corporate secretary, on the board resolution approving the
quasi-reorganization
3. Appraisal report of
the fixed assets (real properties, permanently installed fixed assets and
machineries and equipment directly needed and actually used in the business)
4. Schedules showing the
details of the appraised properties
5. Latest audited
financial statements of the corporation, stamped received by the SEC and
the BIR
6. Analysis of the
revaluation increment
7. Projected financial
statements for the next five (5) years
X.Equity Restructuring
1. Letter requesting
approval to undergo equity restructuring
2. Certification, under
oath, by the corporate secretary, on the board resolution approving the equity
restructuring plan
3. Audited financial
statements as of the last fiscal year, stamped received by the SEC and the BIR
XI.Creation of Additional Paid in Capital
1. Letter requesting
approval for the creation of the additional paid in capital
2. Certification, under
oath, by the corporate secretary, on the board resolution approving the
creation of the additional paid-in capital
3. Audited financial
statements as of the last fiscal year, stamped received by the SEC and
the BIR
Note: For additional
requirements: Refer to the additional requirements for Increase of
the Authorized Capital Stock depending on the kind of payment on subscription
XII.Cash Dividend Declaration
1. Certification, under
oath, by the corporate secretary, on the board resolution declaring the cash
dividends
2. Audited financial
statements as of the last fiscal year, stamped received by the SEC and the BIR
3. Audited financial
statements used as the basis for such declaration stamped received by the SEC
and the BIR (to be submitted also if the basis is other than item 2 )
XIII.Stock Dividend Declaration
1. Certification, under
oath, by the corporate secretary, on the declaration of stock dividends
by majority of the directors and the stockholders representing at least
2/3 of the outstanding capital stock
2. Audited financial
statements as of the last fiscal year, stamped received by the SEC and the BIR
3. Audited financial
statements used as the basis for such declaration, stamped received by the SEC
and the BIR ( to be submitted also if the basis is other than item 2 )
4. List of stockholders
as of the date of meeting approving the declaration, with the respective
subscribed capital stock of each stockholder and with the allocation of the
stock dividend, certified by the corporate secretary
5. Analysis of Capital
Structure, signed by the treasurer, under oath
6. Company Data
Maintenance Form
XIV.Property Dividend
Declaration
1. Certification, under
oath, by the corporate secretary, on the board resolution declaring the
property dividends
2. List of stockholders
and the allocation of the property dividend, certified by the corporate
secretary
3. Audited financial
statements as of the last fiscal year, stamped received by the SEC and the BIR
4. Detailed schedule of
the property account appearing in the audited financial statements
5. Certification by the
president that the property is no longer needed in the operation of the company
XV.Certification of Paid-up Capital/Capital Structure
1. Request for certification
2. Audited financial
statements as of the last fiscal year, stamped received by the SEC and
the BIR
3. List of stockholders,
showing the names and the subscribed and paid-up capital of each stockholder,
certified by the corporate secretary
Note: For
additional requirements in case the payment to subscription came in after
the balance sheet date: Refer to the additional requirements
for Increase of Authorized Capital Stock depending on the kind of payment on
subscription
XVI.Certification of
Percentage of Ownership
1. Request for
certification
2. List of stockholders,
showing the names, nationalities, amount subscribed and paid-up capital of each
stockholder, certified by corporate secretary
3. Audited financial
statements as of the last fiscal year, stamped received by the SEC and
the BIR
4. Stock and transfer
book of the corporation (to be presented for verification)
XVII.Creation of Bonded
Indebtedness
1. Certificate of
creation of bonded indebtedness
2. Audited financial
statements as of the last fiscal year, stamped received by the SEC and the BIR
3. If item 2 is more
than six (6) months old: Unaudited financial statements for the current
year period, certified by the company accountant
4. List of the company’s
properties, with the book, appraised or bondable values of the properties which
will be used to secure the projected bond issues, certified by the
company accountant or comptroller
5. Projected financial
statements, showing the utilization of the proceeds of the bonds and the
redemption of the bond issues, signed by the company accountant or
comptroller
6. Trust indenture,
signed by the corporation and the trustee
7. Sample form of the
mortgaged bond certificate to be issued
XVIII.Confirmation of
Valuation
1. SEC Form 10-1/letter
request confirming the valuation
2. Certification, under
oath, by the corporate secretary, on the board resolution approving the
additional issuance of shares of stock
3. Audited financial
statements as of the last fiscal year, stamped received by the SEC
and the BIR
4. List of stockholders,
with the nationalities, amount subscribed and paid up, and the subscribers to
the new shares, signed by the corporate secretary, under oath
Note: For
additional requirements: Refer to the additional requirements for
Increase of Authorized Capital Stock depending on kind of payment
XIX.Voting Trust
Agreements
1. Voting Trust
Agreement
2. Certification on the
number of shares of trustees, signed by the corporate secretary
I.Amended Articles of Partnership (to change
partnership name)
1.
Name Verification Slip
2.
Amended Articles of Partnership
3.
Affidavit of a partner undertaking to change partnership name
4.
Indorsement/clearance from other government agencies, if applicable
5.
Company Data Maintenance Form
II.Amended Articles of Partnership (to
change partners)
Submit the Amended Articles of Partnership and a separate Deed of
Assignment of partnership interest, letter of withdrawal of partner or
affidavit of death of partner, and Registration Data Sheet
III.For Other Amendments
1.
Amended Articles of Partnership
2.
Company Data Maintenance Form
IV.Dissolution of Partnership
1.
Articles of Dissolution
2.
BIR tax clearance
C.
For Foreign Corporations
I.Deposit or Substitution of Deposited Securities of
Branch Office
1.
Cover letter requesting acceptance of the securities deposit
2.
Photocopy of the confirmation of sale or original copy of the government
bonds
3.
Letter request for earmarking of treasury bills for SEC deposit, stamped
received by the Bureau of Treasury
4.
Audited financial statements as of the last fiscal year, stamped
received by the SEC and the BIR
II.Withdrawal of License of a Foreign Corporation
1.
Petition for withdrawal of license
2.
Authenticated copy of the board resolution approving the withdrawal
3.
Audited financial statements as of the last fiscal year, stamped
received by the SEC and the BIR
4.
List of creditors, if any, and consent of each creditor, or
certification as to non-existence of creditors
5.
Original license issued by the SEC
6.
Publisher’s affidavit evidencing the publication of the notice of
withdrawal ( once a week for three [3] consecutive weeks )
7.
BIR tax clearance
III.Withdrawal of License of Area or Regional
Headquarters and Regional Operating Headquarters
1.
Petition for withdrawal of license
2.
Authenticated copy of the board resolution approving the withdrawal
3.
Original license issued by the SEC
4.
Indorsement by the BOI
IV.Amendment of License of Foreign Corporations
Basic Requirements
1.
Petition for amendment of license
2.
Board resolution approving the amendments
Additional requirements:
a.
Amendment of corporate/partnership name
a.1. Name Verification Slip
a.2. Affidavit of Director/Partner undertaking to
change company name
b.
Change/appointment of resident agent
b.1. Board Resolution or letter of appointment
b.2. Acceptance of the resident agent
