FAQs

1. Detailed schedule of the property showing the registered owner, location area, TCT/CC No., tax declaration No., and the basis of transfer value (appraised/market value/assessed value/zonal value) certified by the treasurer

2. Copy of TCT/CCT and tax declaration sheet certified by Register of Deeds and Assessor’s Office, respectively

3. Latest zonal value certfied by BIR, if transfer value is based on zonal value

4. Appraisal report by authorized appraiser, if transfer value is bases on appraised value (not more than 6 month old)

5. Deed of assignment

6. If property is mortgaged, submit mortgagee/credits certification on the outstanding loan balance and written consent to the transfer of property

7. For assignment of building where assignsor is nor owner of the land, submit lease contract on land and consent of landowner to the transfer

8. Affidavit of Undertaking by an incorporator of the corporation to submit the proof of transfer to the corporation within the prescribed period

1. Certification of the Barangay Chairman where the property is located, and at least two (2) adjoinining property owners or possessors, attesting that the subject land had been in the possessor’s open, peaceful, continuous and uninterrupted exclusive possession in the concept of an owner for at least thirty (30) years and the possessor had been introduced improvements thereof, if any

2. Duplicate original or certified true copies of the tax declaration sheets

3. Latest realty tax receipts

4. Affidavit by the transferor attesting continuous and open possession of the property and that the property is not tenanted

5. Affidavit of Non-Tenancy executed by Barangay Chairman of place where the property is located

6. Duplicate original or certified true copies of any deed, conveyance, mortgage, lease or other voluntary instrument affecting the property recorded in the Register of Deeds for the province or city where the land is situated

7. Affidavit executed by the transferor attesting to the:
a. Existence (or non-existence) of easements over the untitled property
b. Kind/description of the easement and its location
c. Whether the transferor is the dominant estate or the servient estate, by virtue of such easements

8. Under oath undertaking of the tranferor/subscriber to answer for any liability that the corporation might incur by virtue of the acceptance of said property as paid-up capital

9. Clearance or certification from the Department of Agrarian Reform (DAR) attesting the following:
a. There is no other claimant to the untitled land
b. It has not issued any Certificate of Land Ownership Award (CLOA) over the property to any other party or
c. The land is exempt from the coverage of the Comprehensive Agrarian Reform Program (CARP)

10. Blue print Survey of the Plan as approved by the Bureau of Lands

11. Detailed schedule of the property showing its registered owner, location, area, tax declaration number and the basis of tranfers value (market value/assessed value/zonal value or appraised value)

12. Latest zonal valuation certified by BIR, if transfer value is based on zonal value

13. Appraisal report by authorized appraiser, if transfer value is based on appraised value (not more than 6 month old)

14. Deed of assignment

15. Affidavit of undertaking to submit certified true copy of the original certificate of title in the name of tranferee-corporation within one (1) year from the date of receipt of the approval of the application

c.Inventories/Furniture/Personal Properties
1. Detailed schedule of the properties showing the description and the transfer value certified by the treasurer

2. Deed of assignment

d.Heavy Equipment and Machinery

1. Detailed schedule of the property showing the description and transfer value certified by the treasurer

2. Appraisal report by authorized appraiser (not more than 6 month old). If the property is imported, valuation-report with description of the property by the Bangko Sentral ng Pilipinas.

3. Deed of assignment

e.Shares of Stock

1. Detailed schedule of the shares of stock showing the name of stockholder, stock certificate number, number of shares and the basis of transfer value whether market or book value certified by the treasurer

2. Audited financial statements of the investee company as of the last fiscal year stamped received by BIR and SEC

3. Deed of Assignment

4. Certification by the Corporate Secretary of the investee company that the shares of stock are outstanding in the name of assignor

5. Photocopy of the stock certificate (present original for verification)

6. Latest market quotation in newspaper or certification from stock exchange/broker as to latest market price of the shares of stock (if listed in the Stock Exchange)

7. Affidavit of Undertaking by an incorporator of the corporation to submit the required proof of the transfer within the prescribed period

1. Detailed schedule of the motor vehicle showing the registered owner, make/model, plate number, chassis number, motor number, certificate of registration number and market value certified by the treasurer

2. Photocopy of the Certificate of Registration and latest Official Receipt of Registration (present the original for verification)

3. Appraisal report by authorized appraiser (not more than six month old)

4. Deed of assignment

5. Affidavit of undertaking by an incorporator of the corporation to submit the required proof of transfer within the prescribed period

1. Detailed schedule of the vessel/aircraft showing registered owner, registry number, technical description, and appraised value certified by the treasurer

2. Certified true copy of the certificate of ownership

3. Appraisal report by authorized appraiser (not more than 6 month old)

4. Certificate of seaworthiness/airworthiness issued by appropriate government agency

5. Deed of assignment

6. Affidavit of Undertaking by an incorporator of the corporation to submit the required proof of transfer within the prescribed period

1. Photocopy of the System Purchase Agreement or any documents as proof of ownership (for a software)

2. Copy of certificate of Registration of Intellectual Property Rights, mining permit for mining claims or rights

3. Appraisal report by an accredited appraisal company or licensed Filipino mining engineer for mining rights/claims (not more than 6 month old)

4. Deed of Assignment

i.Net Assets (by way of conversion of single proprietorship/partnership into corporation or by spin-off)

1. Audited Financial Statements (AFS) of single proprietorship/partnership/division of a corporation for spin-off as of last fiscal year

2. Long-form audit report of item no. 1

3. Deed of Assignment of the assets and liabilities to the corporation

4. List of creditors showing the amount due to each creditor as of date of the AFS certified by the auditor or certified under oath by the company accountant and written consent of creditors

5. Detailed schedule of properties with certificate of registration/title and their respective book values certified by the company accountant

6. Photocopy of the certificate of registration of the motor vehicles (present original for verification)

7. Copy of TCT/CCT and tax declaration sheets certified by the Register of Deeds and Assessor’s Office, respectively

8. Photocopy of stock certificate (present original for verification)

9. DTI Certificate of Registration (for single proprietorship)

10. Affidavit of Undertaking by an incorporator of the corporation to submit the required proof of transfer within the prescribed period

Registration of a Partnership

Article 1767 of the Civil Code defines a partnership. Thus: “Article 1767. By the contract of partnership two or more persons bind themselves to contribute money or industry to a common fund, with the intention of dividing the profit among themselves.”

A partnership exists where two or more individuals’ combine their capital, property, skill or labor, or all of these, for the transaction of a lawful business for gain, upon an understanding that profits or losses shall be shared or borne by them in certain proportions.

In Creation : A partnership is created by mere agreement of the parties, being a consensual contract and governed by Articles 1767 to 1867 of the Civil Code of the Philippines

A corporation is created by operation of law, which is the Corporation Code of the Philippines. It is now created by the mere agreement of the incorporators. It is the State, which will authorize its incorporation to be recognized as a legal entity.

In number of persons :

Partnership may be formed by only two (2) persons.

A corporation requires at least five (5) incorporators for purposes of incorporation.

In the acquisition of juridical personality :

A partnership commences from the time of the execution of the Articles of Partnership or the contract, unless it is otherwise stipulated, and its recording with the Securities and Exchange Commission (SEC) is not necessary to give it juridical personality.

A corporation acquires juridical personality only from the date of issuance of the Certificate of Incorporation by the SEC.

In a partnership, each partner can act for the partnership. The general rule is that each partner is an agent of the partnership and his acts and contracts are binding thereon unless otherwise provided in the articles of partnership.

In a corporation, the management of corporate affairs is vested in a board of directors or trustees.

In liability of members :

In a partnership, the partners are personally liable for the full extent of the debts of the partnership. This is based on the rule that the acts and contracts of a partnership are those of the individual members thereof, except that the limited partners as such are not bound by the obligations of the partnership (Article 1843, Civil Code).

In a corporation, the stockholders cannot be made personally liable for the debts of a corporation beyond the amount of their subscriptions. This is based on the rule that the debts of a corporation are the debts of a legal entity and are not the debts of the individual stockholders.

A partnership may exist indefinitely under the articles of partnership, which is known as a “partnership at will”.

A corporation can exist only for fifty (50) years and extendable to more than fifty (50) years in any one instance.

In effect of death of a member :

In a partnership where there are only two (2) partners, the death of one partner automatically dissolves the partnership.

In a corporation, death of a stockholder does not dissolve a corporation because one of the attributes of a corporation is the right to succession.

In manner of dissolution :

A partnership can be dissolved at any time by the will of any or all of the partners.

In a corporation, a corporation may be dissolved only with the approval and consent of the State.

Two or more corporations may enter into a joint venture through a contract or agreement if the nature of the venture is in line with the business authorized by their charters, which contract/agreement need not be registered with the SEC, provided the joint venture will not result in the formation of a new partnership or corporation.

Thus, if the joint venture/consortium results in the formation of a corporation or partnership, the same has to be registered with the Commission.

The general rule is that a corporation cannot enter into a contract of partnership with an individual or another company. A corporation has no implied power to become partner with an individual or another corporation.

Otherwise the corporation would be bound by the acts of persons who are not its duly-appointed and authorized agents and officers, contrary to the rule that a corporation shall manage its own affairs through its board of directors.

However, if the Articles of Incorporation of a corporation expressly authorizes it to enter into a contract of partnership with an entity, this can be an exception to the general rule.

Merger and Consolidation

Merger is one where a corporation absorbs the other and remains in existence while others are dissolved. (Section 76, Corporation Code of the Philippines).

Merger is a union whereby one or more existing corporations are absorbed by another corporation which survives and continues the combined business. (PNB vs. Adrada Electronic & Engineering Co.)

Consolidation is one where a new corporation is created, and consolidating corporations are extinguished. (Section 76, Corporation Code of the Philippines)

Consolidation is the union of two or more existing corporations to form a new corporation called the Consolidated Corporation. (PNB vs. Andrada Electric & Engineering Co.)

In both merger and consolidation, two or more corporations are involved and merged or consolidated into one corporation. Their distinctions are as follows

• In Merger, all of the constituent corporations involved in the merger are dissolved except one, while in consolidation, all consolidated corporations are dissolved without exception;
• In merger, no new corporation is created while in consolidation, a single new corporation emerges;
• In merger, the surviving corporation acquires all the assets, liabilities and capital stock of all constituent corporations, while in consolidation, all assets, liabilities and capital stock of all consolidated corporations are transferred to the new corporation.

Licensing of Foreign Corporations

• Branch Office of a foreign company carries out the business activities of the head office and derives income from the host country; (IRR of Republic Act No. 7042,Foreign Investment Act of 1991)
• Representative or liaison office deals directly with the clients of the parent company but does not derive income from the host country and is fully subsidized by its head office. It undertakes activities such as but not limited to information dissemination and promotion of the company’s product as well as quality control of products. (IRR of Republic Act No. 7042, Foreign Investment Act of 1991)
• Regional Operating Headquarters (ROHQ) shall mean a foreign business entity which is allowed to derived income in the Philippines by performing qualifying services to its affiliates, subsidiaries or branches in the Philippines, in the Asia-Pacific Region and other foreign markets. (R.A. No. 8756, Nov. 23, 1999)
• Regional or Area Headquarters shall mean an office whose purpose is to act as an administrative branch of a multinational company engaged in international trade which principally serves as a supervision, communications and coordination center for its subsidiaries, branches or affiliates in the Asia-Pacific Region and other foreign markets and which does not earn or derive income in the Philippines (R.A. No. 8756, Nov. 23, 1999)

Downloadable Application Forms:

• Change of Corporate Name;
• Change of Purpose;
• Change of Resident Agent;
• Change of Address;
• Change of Fiscal year.

Authenticated board resolution approved and signed by the Directors;

Anti-dummy Law Related Matters

A foreigner may elected as board of directors in proportion to their allowable participation.

However, The foreigner cannot be an officer in a corporation engaged in a nationalized or partly nationalized activity within the coverage of Anti-dummy Law.

Filing an Appeal

a) A Notice of Appeal;

b) Memorandum of Appeal;

c) A Verified Pleading;

d) Secretary’s Certificate; and

e) A Certified True Copy of the Order being appealed.

Foreign Investment Act Matter

Intra-corporate Controversy Matter

Certification Seminars and Licensure Examination Related Matters

Corporate Governance Related Matters

For changes reportable under Section 17 of the Securities Regulation Code, the company is required to file SEC Form 17-C (Current Report) signed by a duly authorized officer to the SEC.

For changes not reportable under Section 17 of the Securities Regulation Code, including the attendance of the board of directors to board meetings, the company files an advisement letter disclosing the change or update. The advisement letter is signed by the Corporate Secretary and Compliance Officer.

Mutual Fund Companies, and Issuers of Proprietary and Non-Proprietary Issuers of Securities Matters

Financing and Lending Companies Related Matters

Appropriate penalties are imposed on companies found to have violated any provision of The Financing Company Act of 1998 (Republic Act No. 8556), The Lending Company Regulation Act of 2007 (Republic Act. No. 9474), the Securities Regulation Code, the Corporation Code of the Philippines and other relative rules, orders and circulars being implemented by the Commission.

A summary of the total assessed penalty is provided in the monitoring sheet issued to the company. It is computed based on the retained earnings/fund balance and/or the sum of the basic and daily penalties as provided in the scale of penalties prescribed by the relevant memorandum circular issued by the Commission.

Request for Opinion on Legal Matters

You may file your Request for Opinion before the Office of General Counsel, 3/F Secretariat Building, PICC Complex, Roxas Boulevard Manila.

Request for Opinion on Financial Matters

Schedule of Availability of Service:
Mondays to Fridays, 8:00am-5:00pm without noon break

Who May Avail of the Service:
Corporations or Other Interested Parties with Request for Opinion on Accounting Matters

What Are the Requirements:
1. Letter-Request for Opinion; an
2. Supporting Documents, if any

Pre-Evaluation Procedures:

Duration:
Pre-evaluation: 20 minutes
Processing of request: 1-3 days
Mailing Period (if applicable) 30 days

Request for a copy of Audited Financial Statement (AFS), General Information Sheet (GIS) and/or other company filings

Request for Company Listings

The public (individual and institutional researchers) may file a request in person to the Information and Communications Technology Department (ICTD) at the Ground Floor, West Wing, Secretariat Building c/o Ms. Josefina M. Paquiz, identifying the purpose of the request and the specific data elements needed, such as:

1. Type of Organization (stock corporation, non-stock corporation, partnership)

2. Period Covered (registered from to )

3. Industry Classification

4. Geographical Location

5. Other Basic Information (e.g. address)

What are the fees, and the processing time for requests for company listings?

1. The researcher needs to submit a duly filled-out Request Form to the ICTD for evaluation and assessment of estimated processing fee.

2. Once fees are assessed, and the researcher has given the ICTD the go-signal to proceed with processing the data, an assessment form is issued for the payment of deposit fee in the amount of PhP200.00 to the SEC Cashier at the Ground Floor, Secretariat Building, PICC. The researcher should submit the receipt to ICTD for recording.

3. Prior to release of data, the ICTD will issue the assessment form for the processing fee balance. The researcher needs to pay the balance at the SEC Cashier, and upon presentation of the proof of payment, the ICTD releases the data.

4. Processing of data takes fifteen (15) days from receipt of deposit fee. The ICTD will advise the researcher on when the data becomes available for pick-up.

Request for Investments and Registration Statistics

a. Walk-In Inquiries

The public (individual and institutional researchers) may file a request in person to the Economic Research and Training Department (ERTD) at SEC Main Office, G/F Secretariat Building, PICC Complex, Roxas Boulevard Pasay City c/o Ms. Eleanor T. Dungo and Ms. Ma. Theresa M. Bersabal.

b. Inquiries thru e-mail or by facsimile

Inquiries may be sent by email to or mtmbersabal@sec.gov.ph, or thru facsimile number (632) 8188-5526.

The requesting party must identify the purpose of the request and the specific data elements needed. Once the request has been evaluated and confirmation obtained that data can be generated, the researcher will be advised of the following

a. Issuance of assessment form for the payment of deposit fee in the amount of PhP200.00 to the SEC Cashier at the SEC Main Office, G/F Secretariat Building, PICC Complex, Roxas Boulevard Pasay City, 1307.

b. The researcher should submit the receipt to ERTD for recording of the OR details.

c. Processing of data takes fifteen (15) days from receipt of deposit fee.

d. The ERTD will advise the researcher on when the data becomes available for pick-up.

e. Prior to release of data, the ERTD will issue the assessment form for the processing fee balance. The researcher needs to pay the balance at the SEC Cashier, and upon presentation of the proof of payment, the ERTD releases the data.

Acquiring a copy of Philippines’ Top Corporations

The Philippines’ Top Corporations is the SEC’s annual publication about the financial performance of the top SEC-registered stock corporations, ranked according to gross revenues. It also contains the level of gross revenues, profits, assets, liabilities and equities, along with an assessment of sectoral and industry performance for the period in review.

For inquiries on data regarding previous ranking of the Top Corporations, you may get in touch with Ms. Eleanor T. Dungo of the ERTD-ERSD on the numbers listed above or by email to etdungo@sec.gov.ph.