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DOCUMENTARY REQUIREMENTS FOR REGISTRATION
OF
CORPORATIONS AND PARTNERSHIPS( as of November 30, 2012 )
All applications and supporting documents must be in four (4)
copies and havecover sheets.
Documents signed abroad must be authenticated by the Philippine
Embassy orConsulate in the country where signed.
All audited Financial Statements and special audit reports must
be certified by an Iindependent Certified Public Accountant (CPA),
with Statement of Representationfiled 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 theincorporators, stockholders/members for corporations,
and partners forpartnerships.
I. REGISTRATION OF CORPORATIONS
A. STOCK CORPORATION
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; and
4. Joint affidavit of two incorporators undertaking to change
corporate name, asprovided in its Articles of Incorporation or as
amended thereafter,immediately upon receipt of notice or directive
from the Securities and ExchangeCommission that another
corporation, partnership, or person has acquired a priorright to
the use of that name or that name has been declared
misleading,deceptive, confusingly similar to a registered name, or
contrary to public morals,good customs or public policy. (not
required if the Articles of Incorporation have aprovision on this
commitment ).
Additional Requirements
5. Endorsement/clearance from other government agencies, if
applicable.
6. For corporations with foreign equity: Proof of remittance by
non-resident aliensand foreign corporate subscribers to register
their investment with the Bangko
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Sentral ng Pilipinas ( BSP ) or an affidavit that they will not
register theirinvestment with the BSP
7. For corporations with more than 40% foreign equity:
application form required bythe Foreign Investments Act of 1991
(R.A. 7042, as amended)
8. For corporations with applications with the Philippine
Economic Zone Authority(PEZA), Subic Bay Metropolitan Authority
(SBMA), Clark DevelopmentCorporation (CDC), Cagayan Economic Zone
Authority (CEZA) or othereconomic zones: Certificate of Authority
or endorsement from said governmentagencies
9. Additional requirements based on kind of payment of
subscription indicatedhereunder
a. Cash
1. For corporations with foreign. subscribers who want to
register their investmentswith the BSP: BSP standard bank
certificate of inward remittance.
b. Land and/ Building/Condominium Unit
1. Description of the property showing the name of 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 ), signed by thetreasurer of the
corporation;
2. Copy of TCT/CCT and tax declaration sheet, as certified by
the Register ofDeeds and the Assessor's Office, respectively;
3. If transfer value is based on zonal value: Latest zonal
valuation certified by theBureau of Internal Revenue (BIR);
4. If transfer value is based on appraised value: Appraisal
report by a licensedreal estate appraiser (not more than six [6]
months old);
5. Deed of assignment;
6. If property is mortgaged: Mortgagee/creditor's certification
on the outstandingloan 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 ingood condition; and
9. Affidavit of undertaking by any incorporator or director to
submit the proof oftransfer of the property within the prescribed
period.
C. Untitled Land
If the property/ies involved are untitled lands classified by
the Bureau of Landsand the Department of Environment and Natural
Resources (DENR) as alienable anddisposable lands and are not
covered by the Comprehensive Agrarian Reform Law of1988 ( R.A. 6657
), the following documents should, in addition, be submitted:
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1. Duplicate original or certified true copies, insofar as may
be applicable, or:
(i) Proof of possession or that the subject land had been in the
possessor'sopen, peaceful, continuous and uninterrupted exclusive
possession in the conceptof an owner for a least thirty (30) years
and that the possessor had introducedimprovements thereon, if any,
(submit a certification of the authorized officer of thebarangay
where the property is located, and at least two (2) adjoining
propertyowners or possessors, attesting to the transferor's
possession of the property orclaimants of the property; and payment
of corresponding local real estate taxes);
(ii) Duplicate original or certified true copies of the tax
declaration, tax receiptsand local real estate tax clearance;
(iii) Affidavit executed by the transferor attesting that;
(a) His adverse, continuous and open possession of the untitled
propertymay ripen into ownership by virtue of acquisitive
prescription;
(b) The subject property is not tenanted (submit Affidavit of
Non-Tenancy);
(iv) Duplicate original or certified true copies of any deed,
conveyance,mortgage, lease, or other voluntary instrument affecting
the untitled property dulyrecorded in the office of the Register of
Deeds for the province or city where theland is situated, pursuant
to Sections 3 and 113 of PO No. 1529;
(v) Affidavit executed by the transferor attesting to the:
(a) Existence ( or non-existence ) of easements over the
untitledproperty;
(b) Kind or description of the easemenVs and its location;
and
(c) Whether the transferor is the dominant estate or the
servient estateby virtue of such easemenVs
(vi) Undertaking (under oath) of the transferor/subscriber to
answer for anyliability that the corporation might incur by virtue
of the acceptance of saidproperty as paid-up capital;
2. Clearance or certification from the Department of Agrarian
Reform attesting to thefollowing:
(i) there is no other application or claimant to the untitled
land;(ii) it has not issued any Certificate of Land Ownership Award
(CLOA) over the
property to any other party; or(iii) the land is exempted from
the coverage of the Comprehensive Agrarian
Program of the government;
3. Blue Print Survey of the Plan, as approved by the Bureau of
Lands, showing theinclusion of such lands.
d. Inventories /Furniture/Personal Properties
I.. Description of the property and the basis of transfer value
(market value or bookvalue) signed by the treasurer of the
corporation;
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2. Special audit report by an independent CPA on the
verification and valuation ofthe Property, or appraisal report by
an accredited appraisal company, which isnot more Six (6) months
old, on the valuation of the property;
3. Deed of assignment of the property to the corporation;
and
4. Affidavit of the transferor that the inventories/
furniture/personal properties areexisting and in good
condition.
e. Heavy Equipment and Machinery
1. Description of the heavy equipment or property and the basis
of transfer value(book value or appraised value) signed by the
treasurer of the corporation;
2. Appraisal report by a licensed mechanical engineer (not more
thail six [6] monthsold). If the property is imported, the
valuation report of the 8SP shall besubmitted;
3. Deed of assignment of the heavy equipment or property to the
corporation; and
4. Affidavit of the transferor that the heavy
equipment/machinery is existing and ingood condition.
f. Shares of Stock
1. Description of the shares of stock showing the name of
stockholder, stockcertificate number, number of shares and the
basis of transfer value (marketvalue or book value) signed by
treasurer of the corporation:
2. Audited financial statements of the investee company as of
the last fiscal year,stamped received by the SEC and SIR;
3. Deed of assignment of the shares of stock to the
corporation;
4. Certification by the corporate secretary of the invEstee
company that the sharesare in the name of the assignor:
5. Photocopy of the stock certificates (the original copy should
be presented forverification) ;
6. If shares of stock are listed in the stock exchange: Latest
market quotation in thenewspaper or certification from the stock
exchanr:e/broker on the latest marketprice of the shares of stock;
and
7. Affidavit of undertaking by any incorporator or director to
submit the proof oftransfer within the prescribed period.
g. Motor Vehicles
1. Description of the motor vehicles showing the name of the
registered owner,make/model, plate number, chassis number, motor
number, certificate ofregistration number, and market value, signed
by the treasurer of the corporation;
2. Photocopy of the Certificate of Registration and official
receipt of annualregistration fee (the original copy should be
presented for verification);
3. Appraisal report by a licensed automotive engineer (not more
than six [6] monthsold);
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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;and
6. Affidavit of undertaking by any incorporator or director to
submit the proof oftransfer within the prescribed period.
h. Sea Vessel/Aircraft
1. Description of the vessel/aircraft showing the name of the
registered owner,registry number, technical description, and
appraised value signed by thetreasurer of the corporation;
2. Certified true copy of the certificate of ownership;
3. Certificate of seaworthiness/airworthiness issued by the
appropriate governmentagency;
4. Appraisal report by a licensed maritime or aeronautical
engineer (not more thansix [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 goodcondition;
7. Affidavit of undertaking by any incorporator/director to
submit the proof of transferwithin the prescribed period.
i. Intangibles
1. Photocopy of the certificate of registration of intellectual
property rights or miningpermit (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.
j. Net Assets (by way of conversion of single
proprietorship/partnership intocorporation or by way of
spin-off)
1. Articles of Dissolution of Partnership;
2. Audited financial statements of the single proprietorship or
partnership or divisionof a corporation (for spin offs) 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 the land with primary
entry by the Register ofDeeds
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"6. List of creditors, with the amount due to each creditor
certified by the auditor orcertified under oath by the company
accountant and the written consent of eachcreditor;
7. Description of the properties with certificate of
registration/titles and their respectivebook values; and
8. Photocopy of the Certificate of Registration of the motor
vehicle (the original copyshould be presented for
verification);
9. Photocopy of the TCT/CCT and tax declaration sheet, as
certified by the Registerof Deeds and the Assessor's Office,
respectively; and
10. For single proprietorships: Department of Trade and Industry
(DTI) Certificate ofRegistration.
Notes:
1. Items 5 to 10 shall be complied with only if applicable
2. The corporation should use the name of the partnership, drop
the word"company" and add either the word "corporation" or
"incorporated", or itsabbreviation
3. The filing of the Articles of Dissolution and Articles of
Incorporation orIncrease of Authorized Capital Stock should be
simultaneous.
B. NON-STOCK CORPORATION
Basic Requirements
1. Name Verification Slip;
2. Articles of Incorporation and By-laws;
3. Joint affidavit of two incorporators undertaking to change
corporate name, asprovided in its Articles of Incorporation or as
amended thereafter,immediately upon receipt of notice or directive
from the Securities andExchange Commission that another
corporation, partnership, or personhas acquired a prior right to
the use of that name or that name has beendeclared misleading,
deceptive, confusingly similar to a registered name,or contrary to
public morals, good customs or public policy. (not required ifthe
Articles of Incorporation have a provision on this commitment
).
4. List of members, as certified by the corporate secretary,
unless already stated inthe Articles of Incorporation; and
5. List of names of contributors or donors and the amounts
contributed or donated,as certified by the treasurer. There shall
be no fixed amount of contributionrequired but only such reasonable
amount as the incorporators and trusteesmay deem sufficient to
enable the corporation to start operation, except inthe case of
foundations which must have a minimum contribution of at leastOne
Million Pesos (P1 ,000,000.00).
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Additional requirements
1. For Foundations: Notarized certificate of bank deposit of the
contribution of notless than P1,000,000.00: and statement of
willingness to allow the SEC toconduct an audit
2. For religious corporations: Refer to Sections 109-116 of the
Code, and anaffidavit of affirmation or verification by the chief
priest, rabbi, minister orpresiding elder
3. For federations: Certified list of member-associations by
corporate secretary orpresident
4. For condominium corporations/associations: Master Deed with
primary entry ofthe Register of Deeds and certification that there
is no other existing similarcondominium association within the
condominium project
II. LICENSING OF FOREIGN CORPORATIONS
A. BRANCH OFFICE and REPRESENTATIVE OFFICE
1. Application Form
a) SEC Form No. F-103 - for Branch Officeb) SEC Form No. F-104 -
for Representative Officec) SEC Form No. F-108 - for Non-stock
corporations
2. Name Verification Slip;
3. Authenticated copy of the board resolution that (a)
authorizes the establishmentof branch or representative office in
the Philippines; (b) designates the residentagent to whom summons
and other legal processes may be served to the foreigncorporation;
and (c) states that in the absence of such agent or upon cessation
ofits operation in the Philippines, any summons or legal processes
may be servedto SEC as if the same is made upon the corporation at
its home office;
4. Financial Statements as of a date not exceeding one (1) year
immediately priorto the application, certified by an independent
CPA of the home country andauthenticated before the Philippine
Consulate/Embassy;
5. Authenticated copy of the Articles of Incorporation with an
English translation if inforeign language other than English;
6. Proof of Inward Remittance, such as bank certificate;
7. Resident Agent's acceptance of appointment (not required if
the resident agent isthe signatory in the application form);
and
8. For Representative Office and Branch Office of non-stock
corporations: Affidavitsigned by the resident agent stating that
the applicant is solvent and in soundfinancial condition.
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"B. REGIONAL OR AREA HEADQUARTERS andREGIONAL OPERATING
HEADQUARTERS
1. Application Form;
2. Name Verification Slip;
3. A certification from the Philippine Consulate/Embassy or the
PhilippineCommercial Office or from the equivalent office of the
Philippine DTI in theapplicant's home country that said foreign
firm is an entity engaged ininternational trade with affiliates,
subsidiaries or branch offices in the Asia Pacificand other foreign
markets; in case the certification is issued by the
equivalentoffice of the Philippine DTI, the same shall be
authenticated by the PhilippineConsulate/Embassy;
4. A certification from the principal officer of the foreign
entity that the said foreignentity has been authorized by its board
of directors or governing body toestablish its regional or area
headquarters or regional operating headquarters inthe Philippines;
and
5. Endorsement of the Board of Investments (BOI).
Notes: Within 30 days from receipt of license, the following
shall be submitted:
a. For Regional or Area Headquarters: proof of remittance of at
leastUS$50,000
b. For Regional Operating Headquarters: proof of remittance of
at leastUS$200,000 if not submitted with the application
papers.
III. REGISTRATIONI RECORDING OF PARTNERSHIPS
Basic Requirements
1. Name Verification Slip;
2. Articles of Partnership; and
3. Joint affidavit of two partners undertaking to change
partnership name , asprovided in its Articles of Partnership or as
amended thereafter,immediately upon receipt of notice or directive
from the Securities andExchange Commission that another
corporation, partnership, or personhas acquired a prior right to
the use of that name or that name has beendeclared misleading,
deceptive, confusingly similar to a registered name,or contrary to
public morals, good customs or public policy. (not required ifthe
Articles of Partnership has provision on this commitment).
Additional requirements
1. Endorsement/clearance from other government agencies, if
applicable
2. For partnership with foreign partners
a) SEC Form No. F- 105
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"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 thepartnership name. Articles of
Partnership of limited partnerships should be under oathonly
(Jurat) and not acknowledged before a notary public.
IV. OTHER APPLICATIONS
A. FOR CORPORATIONS
I. AMENDED ARTICLES OF INCORPORATION(for stock and non-stock
domestic corporations)
1. Amended Articles of Incorporation; and
2. Directors' or Trustees' Certificate - a notarized document
signed by a majority ofthe directors or trustees and the corporate
secretary, certifying (i) theamendment of the Articles of
Incorporation and indicating the amendedprovisions, (ii) the vote
of the directors or trustees and stockholders ormembers, (iii) the
date and place of the stockholders' or members' meeting; and(iv)
the tax identification number of the signatories which shall be
placed belowtheir names.
Additional Requirements
3. Endorsement/clearance from other government agencies, if
applicable
If the provision to be amended is the corporate name, submit the
following
a) Name Verification Slip
b) Affidavit of a director, trustee or officer undertaking to
change corporatename in the event another person, entity or firm
has acquired a prior right tothe use of the same name or one
similar to it.
II. AMENDED BY-LAWS(for stock and non-stock domestic
corporations)
1. Amended By-laws; and
2. Directors' or Trustees' Certificate - a notarized document
signed by a majority ofthe directors or trustees and the corporate
secretary, certifying to (i) theamendment of the By-laws,
indicating the amended provisions, (ii) the vote of thedirectors or
trustees and stockholders or members, (iii) the date and place of
thestockholders' or members' meeting, and (iv) the tax
identification number of thesignatories which shall be placed below
their names.
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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 amountsubscribed 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 subscribedand paid-up capital on the existing
authorized capital stock, as certified by thecorporate
secretary;
4. Amended Articles of Incorporation;
5. Notarized directors' certificate certifying (a) the amendment
of the Articles ofIncorporation increasing the authorized capital.
stock, (b) the votes of thedirectors and the stockholders, and (c)
the date and place of the stockholders'meeting, which shall be
signed by a majority of the directors and the corporatesecretary;
and
Additional requirements depending on the kind of payment on
subscription
A. Cash EXCEPT --i. listed companiesii. public companies defined
in the Securities Regulation Codeiii. companies that offer or sell
securities to the publiciv. where the payment to the subscription
to the increase is
more than P10M
1. Subscription Contract.
2. Written waiver of pre-emptive rights by non-subscribing
stockholders.
3. Endorsement/clearance from other government agencies. if
applicable.
B. Cash in cases covered by i to iv above.
1. Audited financial statements as of the preceding fiscal year,
stampedreceived by the SEC and the BIR.
2. A report by an independent CPA on the verification of the
cash payment onsubscription to the increase in accordance with the
Guidelines on On-siteVerification provided for in SEC Memorandum
Circular NO.6, series of 2008;
3. Copy of the official receipt, deposit slip, bank statement or
passbook and, forforeign Equity, Certificate of Inward
Remittance;
4. Trial balance as of the end of the month immediately
preceding the submissionof the requirements, which shall include
the additional capital infusion, ascertified by the company
accountant; and
5. Written waiver of pre-emptive rights by non-subscribing
stockholders.6. In case of Rural Banks:
a) Notarized bank certification to be signed by majority of the
bank's boardof directors in accordance with the Form required by
BSP.
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"b) List of stockholders of record with their respective
subscribed and paid-up before and after the increase and list of
subscribers to the increasewith their respective subscription and
payment as presented to andapproved by the SSP.
Note: Item 2 need not be submitted if payment on subscription is
alreadyreflected in the audited financial statements, and the
additional capitalinfusion is reflected in the cash flow
statement
C. Conversion of advanceslliabilities to equity
1, A report by an independent CPA on the verification of the
advances to beconverted to equity in accordance with the Guidelines
on On-site Verificationas provided for in SEC Memorandum Circular
NO.6, series of 2008;
2. Detailed schedule of the liabilities to be offset, as of the
date of trial balance, ascertified by the company accountant;
3. Trial balance as of the end of the month immediately
preceding the submissionof the requirements, which shall include
the subject advances or liabilities, ascertified by the company
accountant; and
4. Deed of Assignment signed by the creditor or subscriber
assigning theadvances as payment for his subscription.
Note: If the advances are reflected in the audited financial
statements (item 6 ofthe basic requirements), submit a
certification from the auditor identifying thecreditors and the
amount owed to each, in lieu of item 1
D. Stock dividends
1. List of stockholders entitled to the stock dividend with
their respectiveoutstanding shares and the allocation of the stock
dividends, as certifiedby the corporate secretary: and
2. Certification by the corporate secretary on the treatment of
the resultingfractional shares, if any.
3. Reconciliation of retained earnings available for dividend
declaration,certified by an independent auditor as provided for in
SEC MemorandumCircular No. 11, series of 2008.
E. For other forms of property as payment, submit the
additionalrequirements 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 SECand the SIR;
3. If it involves a return of capital: Long form audit report
and list of creditors withthe amount due to each certified by the
auditor or certified under oath bycompany accountant and written
consent of each creditor;
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4. List of stockholders before and after the decrease, as
certified by the corporatesecretary;
5. Amended Articles of Incorporation;
6. Notarized directors' certificate certifying (i) the amendment
of the Articles ofIncorporation to decrease the authorized capital
stock, (ii) the votes of thedirectors and the stockholders, and
(iii) the date and place of the stockholders'meeting, which shall
be signed by a majority of the directors and the
corporatesecretary; and
7. Publisher's affidavit of the publication (once only) of the
decrease of capital in anewspaper of general circulation.
V. RECLASSIFICATION/DECLASSIFICATION/CONVERSION OF SHARES
1. Notarized directors' certificate certifying (i) the amendment
of the articles ofincorporation classifying the shares of stock,
(ii) the votes of the directors andthe stockholders, and (iii) the
date and place of the stockholders' meeting, whichshall be signed
by a majority of the directors and the corporate secretary;
2. Amended Articles of Incorporation;
3. List of stockholders showing the names, nationalities and
stockholdings beforeand after the
reclassification/declassification/conversion, as certified by
thecorporate secretary; and
4. Audited financial statements as of the last fiscal year,
stamped received by theSEC and the BIR.
VI. MERGER/CONSOLIDATION
1. Articles of Merger/Consolidation;
2. Plan of Merger/consolidation;
3. List of stockholders of the constituent corporations before
themerger/consolidation, and list of stockholders of record of the
survivingcorporation after the merger/consolidation, as certified
by the corporatesecretary;
4. Certification, under oath, by the corporate secretary, on the
meetings of thedirectors and stockholders of the constituent
corporations approving themerger/consolidation;
5. Audited financial statements of the constituent corporations
as of a date notearlier than 120 days prior to the date of filing
of the application in accordancewith PFRS 3 ( Accounting Standard
on Business Combination);
6. For absorbed corporations: Long-form audit report of item
5;
7. Certification, under oath, by the president, chief finance
officer or treasurer of theconstituent corporations that all
creditors (state cut-off date) have been properlynotified of the
proposed merger/consolidation;
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"8. If at least one of the constituent corporations is
insolvent: Affidavit of publicationin a newspaper of general
circulation of the proposed merger/consolidation.
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 therequirements for Increase of Authorized Capital
Stock
3. For consolidation: Submit also the requirements for the
registration of a stock ornon-stock corporation
VII. INCREASE OF FOREIGN EQUITY (for corporations registered
under the ForeignInvestments Act)
Mode of payment:
a. Assignment of Filipino stockholdings to non-Philippine
nationals1. SEC Form No. F-101 or F-1022. Original copy of the Deed
of Assignment
b. Issuance of new stocks from the unsubscribed capital stock1.
SEC Form No. F-101 or F-1022. Form F-10-1
c. Increase or Decrease of authorized capital stock1. SEC Form
No. F-101 or F-1022. Requirements for IncreaselDecrease of Capital
Stock
d. Merger or Consolidation1. SEC Form No. F-101 or F-1022.
Requirements for merger or consolidation
VIII, DISSOLUTION (by shortening corporate term)
1. Amended Articles of Incorporation
2. Notarized directors' certificate certifying (i) the amendment
of the Articles ofIncorporation shortening the corporate term, (ii)
the votes of the directors/trusteesand stockholders/members, and
(iii) the date and place of thestockholders'/members' meeting which
shall be signed by the majority ofdirectors and corporate
secretary;
3. List of creditors and the amount due to each, if any,
certified by the auditor orcertified under oath by the company
accountant and the written consent of eachcreditor, or
certification as to non-existence of creditors; .
4. Certification signed by the President and the Treasurer
certifying that-i. The dissolution is not prejudicial to the
interest of the creditors; andii.There is no opposition from any
creditor from the time of the lastpublication of the notice of
dissolution up to the filing of the applicationfor dissolution with
the Commission;
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5. SIR tax clearance;
6. Affidavit of publication once a week for three [3]
consecutive weeks in anewspaper published in the province or city
where the principal office of thecorporation is located, or if no
newspaper is published in such place, in thebusiness section of a
national newspaper of general circulation in the Philippinesof the
notice of time, place and object of the meeting where the
dissolution of thecorporation was approved, and
7. Endorsement/clearance from other government agencies, if
applicable
Additional requirements
i. Where the applicant has ceased operations for at least one
(1) year, itshall submit-a) Audited Financial Statements as of last
fiscal year of operation;
andb) Affidavit of non-operation certified under oath by the
President and
Treasurer
ii. Where the applicant has no operation since incorporation, it
shallsubmit-a) Balance Sheet certified under oath by Treasurer and
President;b) Affidavit of non-operation certified under oath by the
President and
Treasurer; andc) Certificate of non-registration issued by the
BIR.
iii. Where the applicant is a stock corporation with paid
up-capital of lessthan P50,OOO.00,it shall submit its Balance Sheet
as of last precedingfiscal year certified under oath by the
President and Treasurer
iv. Where the applicant is a non-stock corporation with gross
receipts ofless than P100,OOOor total assets less than P500,000, it
shall submitits Balance Sheet as of last preceding fiscal year
certified under oathby the President and Treasurer
v. For cases not covered by I to IV above, it shall submit its
AuditedFinancial Statements as of last fiscal year of
operation.
Note: In cases where there are creditors and the consent of the
creditors was notsecured, the application should be in the form of
a petition to be filed with Office ofGeneral 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 resolutionapproving the quasi-reorganization;
3. Appraisal report of the fixed assets (real properties,
permanently installed fixedassets and machineries and equipment
directly needed and actually used in thebusiness);
4. Schedules showing the details of the appraised
properties;
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5. Latest audited financial statements of the corporation,
stamped received by theSEC and the BIR;
6. Analysis of the revaluation increment; and
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 resolutionapproving the equity restructuring plan; and
3. Audited financial statements as of the last fiscal year,
stamped received by theSEC 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 resolutionapproving the creation of the additional paid-in
capital; and
3. Audited financial statements as of the last fiscal year,
stamped received by theSEC and the BIR.
Note: For additional requirements: Refer to the additional
requirements for Increaseof the Authorized Capital Stock depending
on the kind of payment onsubscription
XII. CASH DIVIDEND DECLARATION
1. Certification, under oath, by the corporate secretary, of the
board resolutiondeclaring the cash dividends;
2. Audited financial statements as of the last fiscal year,
stamped received by theSEC and the BIR; and
3. Interim audited financial statements used as the basis for
such declaration (to besubmitted also if the basis is other than
item 2 );
4. Project income statement for the remaining period certified
by the companyaccountant;
5. Reconciliation of retained earnings available for dividend
declaration certified byan independent auditor as provided for in
SEC Memorandum Circular No. 11,Series of 2008
XIII. STOCK DIVIDEND DECLARATION
1. Certification, under oath, by the corporate secretary, of the
declaration of stockdividends by majority of the directors and the
stockholders representing at least2/3 of the outstanding capital
stock;
15
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"2. Audited financial statements as of the last fiscal year,
stamped received by theSEC and the SIR;
3. Interim audited financial statements used as the basis for
such declaration ( to besubmitted also if the basis is other than
item 2 );
4. Projected income statement for the remaining period;
5 Reconciliation of retained earnings available for dividend
declaration certified byan independent auditor as provided for in
SEC Memorandum Circular No. 11,.Series of 2008
6. Analysis of Capital Structure, signed under oath by the
treasurer.
XIV. PROPERTY DIVIDEND DECLARATION
1. Certification, under oath, by the corporate secretary, on the
board resolutiondeclaring the property dividends;
2. List of stockholders and the allocation of the property
dividend, as certified by thecorporate secretary;
3. Audited financial statements as of the last fiscal year,
stamped received by theSEC and the SIR;
4. Detailed schedule of the property account appearing in the
audited financialstatements;
5. Certification by the president that the property is no longer
needed in theoperation of the company.
XV. CERTIFICATION OF PAID-UP CAPITAUCAPITAL STRUCTURE
1. Request for certification;
2. Audited financial statements as of the last fiscal year,
stamped received by theSEC and the SIR; and
3. List of stockholders, showing the names and the subscribed
and paid-up capitalof each stockholder, certified by the corporate
secretary.
Note: For additional requirements in case the payment to
subscription came in afterthe balance sheet date: Refer to the
additional requirements for Increase ofAuthorized 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 andpaid-up capital of each stockholder, certified
by corporate secretary;
3. Audited financial statements as of the last fiscal year,
stamped received by theSEC and the SIR; and
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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 theSEC and the BIR;
3. If item 2 is more than six (6) months old: Unaudited
financial statements for thecurrent year period, certified by the
company accountant
4. List of the company's properties, with the book, appraised or
bondable values ofthe properties which will be used to secure the
projected bond issues, certifiedby the company accountant or
comptroller;
5. Projected financial statements, showing the utilization of
the proceeds of thebonds and the redemption of the bond issues,
signed by the companyaccountant or comptroller;
6. Trust indenture, signed by the corporation and the trustee;
and
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 resolutionapproving the additional issuance of shares of
stock;
3. Audited financial statements as of the last fiscal year,
stamped received by theSEC and the BIR; and
4. List of stockholders, with the nationalities, amount
subscribed and paid up, andthe subscribers to the new shares,
signed under oath by the corporate secretary.
Note: For additional requirements: Refer to the additional
requirements for Increase ofAuthorized Capital Stock depending on
kind of payment
XIX. VOTING TRUSTS
1. Voting Trust Agreement; and
2. Certification on the number of shares of trustors, signed by
the corporatesecretary
B. FOR PARTNERSHIPS
I. AMENDED ARTICLES OF PARTNERSHIP (to change partnership
name)
1. Name Verification Slip;
17
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2. Amended Articles of Partnership;
3. Affidavit of a partner undertaking to change partnership
name; snf
4. EndorsemenUclearance from other government agencies, if
applicable
II. AMENDED ARTICLES OF PARTNERSHIP (to change partners)
1. Amended Articles of Partnership; and
2. Deed of Assignment of partnership interesUletter of
withdrawal of partner/ oraffidavit of death of partner
III. FOR OTHER AMENDMENTS
1. Amended Articles of Partnership
IV. DISSOLUTION OF PARTNERSHIP
1. Articles of Dissolution; and
2. BIR Tax Clearance
C. FOR FOREIGN CORPORATIONS
I. DEPOSIT OR SUBSTITUTION OF SECURITIES DEPOSITED BY THEBRANCH
OFFICE
1. Cover letter requesting acceptance of the securities
deposit;
2. Photocopy of the confirmation of sale or original copy of the
gove~nment bonds;
3. Letter request for earmarking of treasury bills for SEC
deposit, stamped receivedby the Bureau of Treasury; and
4. Audited financial statements as of the last fiscal year,
stamped received by theSEC and the BIR.
II. AMENDMENT OF LICENSE OF FOREIGN CORPORATIONS
Basic Requirements
1. Petition for amendment of license; and
2. Board resolution approving the amendments
Additional requirements
a. Amendment of corporate/partnership name
a. 1. Name Verification Slipa.2. Affidavit of a director/partner
undertaking to change company name
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b. Change/appointment of resident agent
b.1. Board resolution or letter of appointmentb.2. Acceptance by
the resident agent
III. WITHDRAWAL OF LICENSE OF FOREIGN CORPORATIONS
1. Petition for withdrawal of license;
2. Authenticated copy of the board resolution approving the
withdrawal of license;
3. Audited financial statements as of the last fiscal year,
stamped received by theSEC 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 ( oncea weekfor three [3] consecutive weeks );
and
7. BIR Tax Clearance.
IV. AMENDMENT OF LICENSE OF REGIONAL OR AREA HEADQUARTERSand
REGIONAL OPERATING HEADQUARTERS
Basic Requirements
1. Petition for amendment of license; and2. Board Resolution
approving the amendments.
Additional Requirements
a) Amendment of corporate/partnership name
a.1. Name Verification Slipa.2. Affidavit of a director/partner
undertaking to change company name
b) Conversion of Area Headquarters to Regional Operating
Headquarters
c) Bank Certificate or Proof that the headquarters has
US$200,OOOor more
V. WITHDRAWAL OF LICENSE OF REGIONAL OR AREA HEADQUARTERSor
REGIONAL OPERATING HEADQUARTERS
Basic Requirements
1. Petition for withdrawal of license;
2. Authenticated copy of the board resolution approving the
withdrawal;
3. Original license issued by the SEC; and
19
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'.
4. Endorsement by the Board of Investments.
Additional Requirements for Regional Operating Headquarters
a. Audited financial statements as of the last fiscal year,
stamped received bythe SEC and the BIR;
b. List of creditors, if any, and consent of each creditor, or
certification as to thethe non-existence of creditors;
c. Publisher's affidavit evidencing the publication of the
notice of withdrawal once aweek for three (3) consecutive weeks;
and
d. BIR Tax Clearance
MINIMUM PAID-UP CAPITAL REQUIREMENT
BASED ON INDUSTRY:
P 2,500,000.00
250,000.00~,0Q9,Q9o.Q6
10,000,00Q.00
Break Bulk AgentCargo ConsolidatorFina_ncingCompallY _
Metro Manila and other 1Sl class citiesOther Classes of cities
-Municipalities
Freight ForwardersDomesticInternational
Health Maintenance OrganizationInsurance -
Insurance BrokerReinsurance Broker- - - - -Insurance Broker and
Reinsurance BrokerLjfe Insurance QQmRany=_Non-l:.ife Insurance
-9ompanyReinsurance Company__
Investment Adviser/ManagerInveStrrient Compa"l.Y~-
I Investment _House~Lending InvestorLocal Manpower Contracting
and
I Subcontractingi MiningI * Required Authorized Capital StockI
(P10,OOO,OOO.OO)I Non-Vess~ Operati!,g Common CarrierPawnshop
_Pre-Need Plan IssuerPre-Need Plan AgentReal Estate Investm~nt
Trust (RE1T)Recruitment - Dom~stic - Corporation
PartnershipRecruitment for Overseas Em 10 mentRetail Trade with
Foreign Equity
20
P 250,000.0~P _ _4QO,QOO.00
P 1O,OOO,QOO.O~P 5,000,QOO.00P 2,500,000.00_
I ~I P
IP 2Q,OQO,000.0~P ~Q,OOQ,OOQ.OO_I-P 5Q,000,000-:-0Q.._P
1,OjlQ,00Q,OjlO.00_P _1,OOO,OOO,OO~OOP 2,000,000,QOO.00P 10,900,
QQ0,--00P _ ~Q,9Q9,000.00P 30Q,OQO,QO~00P 1,000,000.00P
3,000,000.00
P 4,00Q,000.90P 100,000.00P 100,000,0_00.00P 5,000,00Cl:00 IP
300,000,000.OQ_P 500,000.09P 200,000.QO.P 2,Q9Q,000.00US$
2,500,000.00
-
..
____ IP 1,000,000.00 IP 2,500,000.00P ~ _5,000,000.00
P ~ 500,QOO.Q9P 100,000,000.00
P 30,000,000.00
P 500000000, ,(Non-SRO-Member)
Special Purpose Vehicle P 31,250,000.00Special Purpose
Corporation P 5,000,000.00Secondary Mortgage Institution (SMI) P
2,000,000,000.00
Servicer for special purpose corporation*Required Authorized
Capital Stock(P10, 000, 000.00)
I School (for stock corporations)Pre-elementa /Elementa
EducationElementary & Seconda EducationEI~mentary, Seconilary,
TertiaryPost/Graduate Education- -
Security _AgencySecurities BrokerlDealer(New/SRO-Member)
I Securities Broker/Dealer(Existing/SRO-Member)Securities
BrokerlDealer in Proprietary Shares
I PI Transfer Agent 1,QOO,QQO.OQIBASED ON FOREIGN EQUITY:
Domestic Corporations with more than 40%foreign ~quity
- po.r:nestic Market Enterprise- Export MarkeL~nterprise
Foreign Branch Office- Domestic market enterprise- EXf)ort
market en!erprise
Partnership with foreign partner- Domestic market enterprise-
Export market enterprise
Foreign_Ref)resentative Office~ _Regional Area Headquarters
(RHQ)R~gionaLO~er~ing -l:ieadCluarters.(ROHQ)
US$ 200,000.OQP 5,000.00
US$ 200,000.00P 5,QOO.00
US.$ 200,000.00..p 3,900.00US$ 30,000.00.I1S$__ 50,000.0Q.US.$
200,000.00
BUSINESSES REQUIRING ENDORSEMENTS FROM OTHER GOVERNMENT AGENCIES
*
: a. Air TransportI b. Banks, Pawnshops or other Financial
Intermediaries with Quasi-BankingFunctions
c. Charitable Institutions Department of Social Welfare
andDevelof)ment
Department of EducationCommission on Higher EducationTechnical
Education Skills and -Dev~lo~ment Authority ..Department of
Energy
Educational Institutions:(stoc~& non-stock) _ _
Elementary to High schoolConeg~, Tertiary Course -Technical
Vocational Course
. d.II
r
III
~f. Electric Power Plants/Trading of PetroleumProducts
21
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I-1
I
- I-~
--=1
Department of Health
Insurance CommissionProfessional Regulation CommissionNational
TelecommunicationsCommissionPhilippine Overseas
EmploymentAdministration
IPhilippi!"!;National PoliceNational Tobacco Administration
j Bureau of Fire ProtectionMaritime Industry Authority
g. Hospitals/HealthMaintenance Or anizations
h. InsuranceI j. Professional AssociationsI k. Radio, TV,
TelephoneII I. Recruitment for Overseas Employment
i m. Security Agency/ Anti-CrimeTask ForceI n. Tobacco Related
Businessi n. Volunteer Fire Brigadeo. Water
TransporUShipbuilding/Ship Repair
*Endorsements, if applicable, shall form part of the
registration papers
Company Registration and Monitoring DepartmentSECURITIES AND
EXCHANGE COMMISSION
22
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