How to Register a Corporation with the Philippine SEC

Direct answer

Philippine incorporation starts with structure, ownership and activity checks. Use the current SEC route and plan BIR, local, sector and continuing corporate obligations separately.

Choose the structure and identify restrictions

A domestic corporation is a separate legal entity, but incorporation does not itself authorize every regulated activity. Define the business, ownership, nationality restrictions, licenses, capitalization and governance before completing the SEC application. An OPC has a different eligibility and officer structure 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.

This does not mean every company can operate with nominal capital. Sector rules, foreign-investment requirements, licensing conditions and the proposed business may require a different amount. Subscription commitments and proof of payment must be accurate.

Use the current SEC application route

Start with the SEC’s eSPARC application portal and its entity-specific instructions, including eSECURE/eSAP features where the selected route requires them. Reserve and validate the name, enter consistent ownership and officer information, prepare the required documents, pay the assessed fees and retain the certificate and filed articles.

Processing time depends on the route, completeness, review and any required endorsement. Do not treat an indicative portal workflow as a guaranteed approval date. Generic DICT clearance is not a universal requirement for every technology company.

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

Before requesting incorporation assistance, identify the owners and ultimate controllers, intended activities, principal office, capital plan, directors/officers and any foreign participation. Explain whether the company will hire, import, lease premises or seek incentives. Registration fees should follow the SEC’s actual assessment and applicable schedule, rather than an unsupported flat-fee table.

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.