Requirements for Incorporation

Some friends have been asking how they could ‘formalize’ their businesses and incorporate. below are the general requirements for incorporation of a stock corporation as taken form the Philippine SEC website.

SEC REGISTRATION REQUIREMENTS

I.  REGISTRATION OF CORPORATIONS

A. Stock Corporation

Basic Requirements

 

1. Name Verification Slip  (secure online or from SEC Name Verification Unit)

1. Articles of Incorporation and By-laws

1. Treasurer’s Affidavit

1. Affidavit of incorporator or director undertaking to change corporate name (not required if Articles of Incorporation has provision on this commitment )

 

Additional Requirements

1. Indorsement/clearance from other government agencies, if applicable.
2. For corporations with  foreign equity: Proof of remittance by non-resident aliens and foreign corporate subscribers who want  to register their investment  with the Bangko Sentral ng Pilipinas ( BSP )
3. For corporations with more than 40% foreign equity: SEC Form No. F- 100
4. For corporations with Philippine Economic Zone Authority (PEZA), Subic Bay Metropolitan Authority (SBMA) or other economic zones application: Certificate of  Authority or indorsement from said government agencies
5. Additional requirements based on kind of payment of subscription indicated hereunder

 

1. Cash

1. Bank Certificate of deposit of paid up capital notarized in place where signed
2. For corporations with foreign subscribers who want to register their investments with the BSP:  Proof of inward remittance or bank certificate

 

1. Land and/ Building/Condominium Unit

1. Detailed schedule of the property showing its registered owner, location, area, TCT No.,  tax declaration number and the basis of the transfer value (market value/assessed value/       zonal value or appraised value )
2. Copy of TCT/CCT and tax declaration sheet, certified by the Register of Deeds and the Assessor’s Office, respectively
3. If transfer value is based on zonal value:  Latest zonal valuation certified by the Bureau of Internal Revenue (BIR)
4. If transfer value is based on   appraised value:  Appraisal report  by a licensed real estate appraiser (not more than six [6] months old)
5. Deed of assignment with primary entry by the Register of Deeds
6. If property is mortgaged:  Mortgagee/creditor’s certification on the outstanding loan balance and his consent to the transfer of property
7. For assignment of a building where the assignor is not the owner of the land:  Lease contract on the land and consent of the land owner to the transfer
8. Affidavit of the transferor that the building/condominium unit is existing and in good condition
9. Affidavit of undertaking by any incorporator or director to submit the proof of transfer of the property within the prescribed period

 

1. Inventories /Furniture/Personal Properties

1. Detailed schedule of the property showing its description and the basis of transfer value (market value or book value )
2. Special audit report by an independent CPA on the verification and valuation of the property
3. Deed of assignment of the property to the corporation
4. Affidavit of the transferor that the inventories/ furniture/personal properties are existing and in good condition

 

1. Heavy Equipment and Machinery

1. Detailed schedule of the property showing its description and the  basis of transfer value (book value or appraised value)
2. Appraisal report by a licensed mechanical engineer (not more than six [6] months old). If the property is imported, submit valuation report by the BSP instead
3. Deed of assignment of the property to the corporation
4. Affidavit of the transferor that the heavy equipment/machinery is existing and in good condition

 

1. Shares of Stock

1. Detailed schedule of the shares of stock indicating the stockholder, stock certificate number, number of shares and the basis of transfer value (market value or book value)
2. Audited financial statements of the investee company as of the last fiscal year, stamped received by the SEC and the BIR
3. Deed of assignment of the shares of stock to the corporation
4. Certification by the corporate secretary of the investee company that the shares are outstanding in the name of the assignor
5. Photocopy of the stock certificates (present original for verification)
6. If shares of stock are listed in the stock exchange:  Latest market quotation in the newspaper or certification from the stock exchange/broker on the latest market price of the shares of stock.
7. Affidavit of undertaking by any incorporator or director to submit the proof of transfer within the prescribed period

 

1. Motor Vehicles

1. Detailed inventory of the motor vehicles showing the registered owner, make/model, plate number, chassis number, motor number, certificate of registration number, and market value
2. Photocopy of the Certificate of Registration and official receipt of annual registration fee (present original for verification)
3. Appraisal report by a licensed mechanical engineer (not more than six [6] months old)
4. Deed of assignment of the motor vehicle to the corporation
5. Affidavit of the transferor that the motor vehicle is existing and in good condition
6. Affidavit of undertaking by any incorporator or director to submit the proof of transfer within the prescribed period

 

1. Sea Vessel/Aircraft

1. Detailed inventory of the vessel/aircraft showing the registered owner, registry number, technical description, and appraised value
2. Certified true copy of the certificate of ownership
3. Certificate of seaworthiness/airworthiness issued by the appropriate government agency
4. Appraisal report by a licensed mechanical engineer (not more than six [6] months old)
5. Deed of assignment of the vessel/aircraft to the corporation
6. Affidavit of the transferor that the sea vessel/aircraft is existing and in good condition
7. Affidavit of undertaking by any incorporator/director to submit the proof of transfer within the prescribed period

 

1. Intangibles

1. Photocopy of the Certificate of Registration of Intellectual Property rights, mining permit (for mining claims/rights)
2. Appraisal report  by an accredited appraisal company (not more than six [6] months old)
3. Deed of assignment of intangibles to the corporation

 

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

1. Articles of Dissolution of Partnership
2. Audited financial statements of the single proprietorship/partnership/division of a corporation (for spin off) as of the last fiscal year
3. Long-form audit report of item 2
4. Deed of assignment of the assets and liabilities to the corporation
5. Separate deed of the assignment for land with primary entry by the Register of Deeds
6. List of creditors,  with the amount due to each creditor and the consent of each creditor, certified by the company accountant
7. Detailed schedule of the properties with certificate of registration/titles and their respective book values
8. Photocopy of the Certificate of Registration of the motor vehicle (present original for verification)
9. Photocopy of the TCT/CCT and tax declaration sheet, certified by the Register of Deeds and the Assessor’s Office, respectively
10. For single proprietorships: Department of Trade and Industry (DTI) Certificate of Registration

 

Notes :

1. Items 5 to 10 shall be complied with only if applicable
2. The corporation should use the name of the partnership dropping only the word    “company” and adding either the word “corporation” or “incorporated”, or its abbreviation
3. The filing of the Articles of Dissolution and Articles of Incorporation or Increase of Authorized Capital Stock should be simultaneous