Name of the Organization : Securities and Exchange Commission (sec.gov.ph)
Type of Facility : SEC REGISTRATION REQUIREMENTS
Location : Mandaluyong
Website : https://www.sec.gov.ph/
Related : Securities & Exchange Commission i-VIEW Documents Online Philippines : www.statusin.org/7111.html
Sec Registration Requirements :
DOCUMENTARY REQUIREMENTS FOR REGISTRATION OF CORPORATIONS AND PARTNERSHIPS : ( as of June 30, 2013 )
** All applications and supporting documents must be in four (4) 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 incorporators, stockholders/members for corporations, and partners for partnerships.
** For foreign incorporator, subscriber or director, indicate passport number for purposes of incorporation and Tax Identification Number for amendment of the Articles of Incorporation.
I. REGISTRATION OF CORPORATIONS :
A. STOCK CORPORATION :
Basic Requirements :
** Name Verification Slip (secure online or from SEC Name Verification Unit );
** Articles of Incorporation and By-laws;
** Treasurer’s Affidavit; and
** Joint affidavit of two incorporators undertaking to change corporate name, as provided in its Articles of Incorporation or as amended thereafter, immediately upon receipt of notice or directive from the Securities and Exchange Commission that another corporation, partnership, or person has acquired a prior right 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 a provision on this commitment ).
Additional Requirements :
** Endorsement/clearance from other government agencies, if applicable.
** For corporations with foreign equity Proof of remittance by non-resident aliens and foreign corporate subscribers to register their investment with the Bangko Sentral ng Pilipinas ( BSP ) or an affidavit that they will not register their investment with the BSP
** For corporations with more than 40% foreign equity: application form required by the Foreign Investments Act of 1991 (R.A. 7042, as amended)
** For corporations with applications with the Philippine Economic Zone Authority (PEZA), Subic Bay Metropolitan Authority (SBMA), Clark Development Corporation (CDC), Cagayan Economic Zone Authority (CEZA) or other economic zones: Certificate of Authority or endorsement from said government agencies
** Additional requirements based on kind of payment of subscription indicated hereunder
a. Cash :
** For corporations with foreign subscribers who want to register their investments with 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 the treasurer of the corporation;
2. Copy of TCT/CCT and tax declaration sheet, as 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;
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; and
9. Affidavit of undertaking by any incorporator or director to submit the proof of transfer of the property within the prescribed period.
c. Untitled Land :
If the property/ies involved are untitled lands classified by the Bureau of Lands and the Department of Environment and Natural Resources (DENR) as alienable and disposable lands and are not covered by the Comprehensive Agrarian Reform Law of 1988 ( R.A. 6657 ), the following documents should, in addition, be submitted
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’s open, peaceful, continuous and uninterrupted exclusive possession in the concept of an owner for a least thirty (30) years and that the possessor had introduced improvements thereon, if any, (submit a certification of the authorized officer of the barangay where the property is located, and at least two (2) adjoining property owners or possessors, attesting to the transferor’s possession of the property or claimants of the property; and payment of corresponding local real estate taxes);
(ii) Duplicate original or certified true copies of the tax declaration, tax receipts and local real estate tax clearance;
(iii) Affidavit executed by the transferor attesting that;
(a) His adverse, continuous and open possession of the untitled property may 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 duly recorded in the office of the Register of Deeds for the province or city where the land is situated, pursuant to Sections 3 and 113 of PD No. 1529;
(v) Affidavit executed by the transferor attesting to the:
(a) Existence ( or non-existence ) of easements over the untitled property;
(b) Kind or description of the easement/s and its location; and
(c) Whether the transferor is the dominant estate or the servient estate by virtue of such easement/s
(vi) Undertaking (under oath) of the transferor/subscriber to answer for any liability that the corporation might incur by virtue of the acceptance of said property as paid-up capital;
2. Clearance or certification from the Department of Agrarian Reform attesting to the following:
(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 the inclusion of such lands.
Contact us :
HEAD OFFICE
SEC Building, EDSA, Greenhills, Mandaluyong City