SEC incorporation is the second stage of setting up a Philippine company, after choosing the registered address, and the step most people search for as SEC registration. The filing itself is online and short. The time goes into five decisions: the name, the purposes, the capital, the people and the address. Each one is written into the articles of incorporation.
through korp.ph, when every shareholder is an individual
4–6 wks
with a company as shareholder
01 · Decision 1
The name
The SEC verifies the company name before anything else is filed, and reserves it in the incorporators’ favor. The reservation expires on the date eSPARC shows, so the rest of the application has to be submitted before then.
The articles of incorporation also carry an undertaking to change the name if the SEC later finds it conflicts with another. See how to choose an SEC-compliant company name.
02 · Decision 2
The purposes
The articles state what the company will do: a primary purpose, and any secondary purposes. The primary purpose should describe the business the company will actually run, because it decides two things.
Who can own the company
The activity is what the Foreign Investment Negative List is checked against.
Which other regulators are involved
Some activities need an endorsement from the Bangko Sentral ng Pilipinas or the Insurance Commission before the SEC will register the company.
Check the activity against the Negative List before the purposes are drafted, not after. If the company will export at least 60% of its output, write the purposes to match: export status is what removes the minimum capital.
The most the company may issue without amending its articles.
Subscribed capital
The shares the founders agree to take.
Paid-up capital
What they actually pay for those shares at the start.
The Revised Corporation Code sets no minimum capital for a stock corporation, except where a special law provides one. The old rule that 25% of the authorized capital must be subscribed and 25% of that paid now applies only when a company later increases its capital.
Capital still drives cost. The SEC filing fee is 1/5 of 1% of the authorized capital, with a ₱2,000 minimum, plus small fees for the by-laws and legal research. The shares issued also carry documentary stamp tax of 0.75% of their par value. Authorized capital is the figure to watch: it is the most the company can issue, and the basis of the SEC fee. korp.ph’s incorporation packages include the SEC registration fees where authorized and subscribed capital are up to ₱1 million. Above that, the client pays the fee on the excess.
For foreign founders
Above 40% foreign ownership, a company that sells in the Philippines needs at least US$200,000 of paid-in capital, or US$100,000 under conditions, and the application includes the SEC’s Form F-100. That figure is paid in, not just authorized. An exporter needs no minimum.
An ordinary stock corporation is formed by at least two and at most fifteen incorporators. A single founder can form a One Person Corporation instead, open only to an individual, a trust or an estate, with a nominee and an alternate named in the articles.
Directors
2+ individuals
At least two, each an individual who owns at least one share.
One person can hold two compatible offices, but not president and secretary, or president and treasurer, at the same time.
What the SEC needs from each. The articles list each incorporator’s, director’s and stockholder’s TIN; a foreigner may give a passport number instead. Every incorporator and signatory also needs an eSECURE account to sign the filing. At incorporation the company declares, in the SEC’s HARBOR registry, every individual who holds 20% or more of its shares or voting rights or otherwise controls it.
For foreign founders
A foreign company can be an incorporator, but not the only one, and it files a board resolution authorizing the investment and naming its signatory, apostilled or authenticated by a Philippine embassy. A wholly owned subsidiary still needs two individual directors holding one nominal share each. With a corporate shareholder, allow 4 to 6 weeks to the certificate, most of it for the apostille.
The articles must state a specific principal office in the Philippines, down to the street, barangay and city. A virtual office address meets the SEC requirement; the business permit is decided by the city. The choice of address, korp.ph’s virtual office and moving later are covered in Registered address.
06 · The filing
The filing
Once the five decisions are made, the filing runs online through the SEC’s eSPARC portal. Each incorporator creates a verified eSECURE account; the name is reserved; the articles, by-laws and any supporting documents are uploaded; everyone signs electronically, with no notarization; the fees are paid online; and the SEC issues a digital certificate of incorporation.
A treasurer’s affidavit is not on the SEC’s current checklist for a new corporation. The treasurer’s certification of the capital received sits in the articles instead.
How long it takes: through korp.ph, incorporation takes about 10 working days when every shareholder is an individual, and 4 to 6 weeks with a company as a shareholder.
07 · After the certificate
After the certificate
The company is enrolled in the SEC’s eFAST portal automatically, which is where its annual reports will be filed. The company then registers with the BIR through ORUS, and gets its employer numbers once it has its TIN. BIR registration is due within 30 days of the certificate, or before the first sale if that comes sooner.
✕A purpose that is vague or doesn’t match the PSIC classification, which brings SEC comments and another round.
✕A name that differs from an existing one only by punctuation or a symbol, with no alternatives ready.
✕A corporate secretary who isn’t a Filipino citizen living in the Philippines, or no resident treasurer.
✕A virtual office address the city won’t accept for the business permit.
✕Confusing authorized capital with paid-in capital, or leaving no headroom to grow.
09 · FAQ
Frequently asked questions
How long does SEC incorporation take?
Through korp.ph, about 10 working days when every shareholder is an individual, and 4 to 6 weeks with a corporate shareholder, mostly for the apostille on the parent’s documents.
How much are the SEC fees?
The filing fee is 1/5 of 1% of the authorized capital, with a ₱2,000 minimum, plus small fees for the by-laws and legal research. The shares issued also carry documentary stamp tax of 0.75% of par.
Can I use a virtual office as the registered address?
For the SEC, yes, as long as the address is specific. The business permit depends on the city; the Registered address page covers the options.
Can one person incorporate a company?
Only as a One Person Corporation, which must be formed by an individual, a trust or an estate. An ordinary corporation needs at least two incorporators, and a company cannot form a One Person Corporation.
korp.ph prepares your articles and by-laws, files them with the SEC, and can carry the company through BIR registration, the business permit and employer registration, for companies registered at its Makati or Daet virtual office, or with their own registered office in Metro Manila or Cebu.
