Streamlined Success: Step by Step Guide your Corporation set up

Unveil the journey to entrepreneurial success in the Philippines through this corporation set up guide on registering with the Philippine Securities and Exchange Commission (SEC). Discover the step-by-step process from crafting a unique business name to obtaining the Certificate of Incorporation, paving the way to a thriving business venture in the dynamic Philippine economy.

  1. Pre-Incorporation Stage:
    • Business Name Verification: Choose a unique and distinguishable name for your corporation. To ensure that the name is available, conduct a name search on the SEC’s website or visit the SEC office to check the availability. Avoid names that are similar to existing businesses, trademarks, or names that are prohibited by law.
    • Reservation of Business Name: Once you have a unique name, file a Name Reservation Request with the SEC. You can do this online or at the SEC office. The reservation is usually valid for 30 days, during which you must complete the incorporation process.
  2. Drafting the Articles of Incorporation (AOI) and By-Laws:
    • Articles of Incorporation (AOI): Prepare the AOI, which is a legal document containing essential details about the corporation, such as the corporate name, purpose, principal office address, term, share structure, and names of incorporators and directors. You may include additional provisions if desired, such as restrictions on share transfers or specific corporate policies.
    • By-Laws: Draft the By-Laws, which outline the internal rules and regulations governing the corporation’s operations, including the roles and responsibilities of shareholders, directors, and officers, meeting procedures, voting rights, etc.
  3. Notarization and Signing of Documents:
    • Have the Articles of Incorporation and By-Laws notarized by a notary public. All incorporators and directors must sign the documents.
  4. Completing the Required Forms:
    • Obtain the necessary forms for incorporation, such as the Cover Sheet, the Application Form for Registration, and other relevant documents. Accomplish these forms with accurate information.
  5. Submission of Documents to SEC:
    • Prepare a complete set of documents, which usually includes:
      • Name Verification Slip (from the name reservation stage)
      • Articles of Incorporation and By-Laws (notarized and signed)
      • Treasurer’s Affidavit (stating the amount of authorized capital stock subscribed and paid)
      • Written Undertaking to Change Corporate Name (if applicable)
      • Other required documents, depending on the nature of the corporation (e.g., foreign-owned corporations may need additional documents).
    • Submit the documents to the SEC office or the designated SEC extension office. The SEC will review the documents for compliance.
  6. Payment of Filing Fees:
    • Pay the necessary filing fees at authorized payment centers or banks. The amount of fees will depend on the authorized capital stock and the number of shares.
  7. SEC Evaluation and Processing:
    • The SEC will evaluate the submitted documents for completeness and compliance with legal requirements. If there are any deficiencies or issues, they will notify you, and you’ll need to address them accordingly.
  8. Issuance of Certificate of Incorporation:
    • Once the SEC is satisfied with the application, they will issue a Certificate of Incorporation. This certifies that your corporation is now officially registered and recognized by the Philippine government.
  9. Post-Incorporation Stage:
    • BIR Registration: Register with the Bureau of Internal Revenue (BIR) for tax purposes. Obtain a Tax Identification Number (TIN) and secure the necessary BIR permits and books of accounts.
    • Other Government Agency Registrations: Depending on the nature of your business, you may need to register with other government agencies such as the Social Security System (SSS) and the Philippine Health Insurance Corporation (PhilHealth) for employee benefits and contributions.
    • Local Permits and Licenses: Acquire the necessary business permits and licenses from the local government units (LGUs) where your business will operate.
Certificate of Incorporation

Congratulations! Your corporation set up is now a success with SEC and ready to conduct business in the Philippines. Please remember that the registration process may change over time, so always verify the latest requirements and procedures on the official SEC website or by seeking professional advice.

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