I. Introduction: Why Company Name Matters
A company name is the entity’s registered identity. It is used in SEC registration records, incorporation documents, and formal transactions that reference the entity as a juridical person.
In the Philippines, a proposed company name is evaluated for compliance with SEC naming rules. The review is generally focused on:
- whether the name reflects the correct legal form;
- whether the name is distinguishable from existing or reserved names; and
- whether the name contains restricted terms or falls under disallowed categories.
Why This Matters
If a proposed name does not comply with SEC naming requirements, the SEC may require a revised name as a condition for proceeding with the application, which may result in additional processing time, including a new name reservation and corresponding updates to company documents.
II. Governing Rules / Regulations for Company Names in the Philippines
Company name registration for corporations and partnerships is handled by the Securities and Exchange Commission (SEC).
The naming framework operates under:
- the Revised Corporation Code of the Philippines (R.A. No. 11232) and its implementing rules; and
- SEC Memorandum Circular No. 13, Series of 2019 — Amended Guidelines and Procedures on the Use of Corporate and Partnership Names.
III. Naming Requirements & Restrictions
A. Required suffixes (Entity-type identifiers)
The SEC requires that each company name clearly indicate its legal form:
Note: The SEC-registered name must follow the formal naming structure, even if the market brand uses a shorter or stylized version.
B. Descriptive terms must align with stated purposes
The proposed corporate name should preferably include a term that describes the business activity and the descriptive term(s) should align with the corporation’s stated purposes in its incorporation documents:
- the first descriptive term should correspond to the primary purpose; and
- if two descriptive terms are used, the second should correspond to the secondary purpose.
Example:
“NINOY OUTSOURCING INC.” for a company whose primary purpose is to provide outsourcing services.
C. The name must be unique/distinguishable
A proposed company name must be distinguishable from existing or reserved names.
The SEC does not consider the following as valid differentiators:
- changes in punctuation or capitalization
- spacing or symbols (e.g., hyphens, dots)
- minor character or formatting variations
Names that differ only by these elements may be treated as confusingly similar and may be rejected.
Example:
“NINOY OUTSOURCING INC.” and “NINØY OUTSOURCING INC.” are not treated as distinct names.
Consent in similarity cases:
Where a proposed name is similar to the name of an existing entity, the SEC may allow registration subject to the applicant securing written consent from the existing corporation. Consent is typically evidenced by a Board Resolution or a Secretary’s Certificate authorizing use of the similar name, and remains subject to SEC evaluation and compliance with applicable naming rules.
D. Restricted and disallowed names (screening categories)
SEC name screening applies restrictions across multiple categories, including offensive terms, vague terms, prior registrations/reservations, globally known identifiers, trade name and acronym conflicts, and industry- or entity-type controlled terms.
Restricted and Disallowed Names (Rule Table)
Additional rejection grounds stated in SEC naming standards: Names that are obscene, misleading, or contrary to law, public morals, or public policy may be rejected.
IV. Best Practices & Practical Tips for Choosing a Name
The following considerations align with common issues addressed by SEC screening categories:
- Use wording that is distinctive by meaning, not formatting.
Punctuation, spacing, and symbols are not treated as meaningful differentiators. - Avoid generic or overly vague terms.
Terms that are subject to differing definitions are commonly flagged. A clearer descriptive element improves distinguishability. - Avoid globally known brand or company identifiers.
Names associated with internationally known brands or foreign corporations are commonly restricted due to confusion and rights concerns. - Confirm that the name is not temporarily reserved at the time of filing.
Availability is time-sensitive; eSPARC reflects the current reservation status. - Limit acronyms unless clearly distinct and not already used.
Acronyms and acronym definitions are screened for conflicts similar to full names. - Maintain alternate names.
Common practice is to maintain at least two alternative names that already comply with suffix, distinguishability, and restricted word screening.
V. Summary / Naming Checklist
Before submitting a name reservation, confirm the following:
- Correct suffix included (Corp./Inc.; OPC; Co./Ltd. as applicable)
- Distinguishable wording (not based on punctuation, spacing, symbols, capitalization, or minor formatting)
- Not identical or confusingly similar to a reserved or registered name
- No restricted terms based on industry type and company type (including terms exclusive to licensed sectors unless properly authorized)
- No globally known brand or company identifier conflicts
- Geographic names not used as standalone identifiers (if used, paired with a distinctive word element)
- Trade name and acronym definition conflicts screened (including reserved and registered forms)
- Alternate names prepared (at least two)
If a name is rejected or opposed:
- The SEC may require a revised name and updated documents before processing continues.
- In rights-based conflicts, the SEC may require an affidavit undertaking to change the name or other corrective actions under applicable procedures.
Early reservation is commonly used to reduce revisions at the document preparation stage, provided the reserved name is used consistently across filings.
VI. Conclusion
Naming is a foundational step in Philippine incorporation. A compliant company name follows SEC format requirements, is distinguishable from reserved or registered names, and avoids restricted categories under SEC guidance.
In incorporation filings, the company name is a required filing input that must remain consistent across name reservation, incorporation documents, and submission records. korp.ph provides a centralized incorporation platform designed for locally compliant filings, helping maintain this consistency from name selection through submission.
This article is general information and is not legal advice. Foreign investors and businesses operating in regulated industries commonly require legal or corporate-secretarial review before finalizing a company name.
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