How to Register a Corporation with the Philippine SEC

Direct answer

Start with the business structure, owners and intended activities. Choose the current SEC filing route, then plan the separate BIR, local, sector and continuing corporate requirements.

Choose the structure and identify restrictions

Incorporation creates a separate entity; it does not authorize every regulated activity. I suggest defining the business, ownership, nationality limits, licenses, capital and governance before preparing the application. An OPC has different eligibility and officer requirements from an ordinary stock corporation.

Under Section 10 of the Revised Corporation Code, incorporators may include persons, partnerships, associations and corporations, subject to the Code and applicable restrictions. The old blanket natural-person-only rule is not current. The board of an ordinary stock corporation may have up to 15 directors; the Code does not impose the old general minimum of five.

Capital must follow the actual business

Section 12 provides no general minimum capital stock unless a special law requires it. The old general rule requiring subscription of 25% of authorized capital and payment of 25% of the subscription should not be carried forward as a universal incorporation test.

The absence of a general minimum does not mean nominal capital will suit every company. Check sector rules, foreign-investment requirements, licenses and the actual business. Record subscriptions and payments accurately.

Use the current SEC application route

Use the SEC’s eSPARC application portal and the instructions for the chosen entity and route, including eSECURE/eSAP where required. Validate the name, keep ownership and officer details consistent, complete the documents, pay the assessed fees and retain the certificate and filed articles.

The processing period depends on the route, completeness, review and any endorsement required. Do not treat a portal estimate as a guaranteed approval date. A technology company does not automatically need generic DICT clearance.

Plan the obligations after incorporation

A missed corporate filing can have consequences, but automatic personal liability for every corporate debt is not the consequence of every bylaw or reporting defect. Review the particular statutory duty and conduct.

Prepare a usable instruction file

For an initial assessment, identify the owners and ultimate controllers, activities, office, capital plan, directors, officers and foreign participation. Explain any plans to hire, import, lease or seek incentives. Use the SEC’s actual assessment and applicable fee schedule rather than an unsupported flat-fee estimate.

Related assistance

For the next step, see corporate counsel, OPC eligibility, beneficial-ownership reporting. Engagement depends on conflict checking and an agreed scope.

Sources and further reading

• Revised Corporation Code, Sections 10–13 and 116 onward
• SEC eSPARC
• EOPT removal of annual registration fee

Important

This article provides general information, not advice on a particular matter. The applicable law, documents, procedural events and facts must be checked. Reading it does not create an attorney-client relationship.