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1. What is a Corporation?
A juridical person created by operation of law and registered with the Securities
and Exchange Commission.
7. If the proposed name is verified and reserved online, does this still need
confirmation from Name Verification Unit or SEC Satellite/Extension
Offices?
Company names reserved online must be confirmed at the Name Reservation
Unit, G/F Secretariat Building, PICC Complex, Roxas Boulevard Pasay City or
at any of the SEC Satellite Offices within four (4) calendar days from date of
online reservation. Non-confirmation of reservation within the specified period
will forfeit the online reservation. Confirmation is required because the
Corporation Code of the Philippines, Sec. 18 provides that No corporate name
may be allowed by the Securities and Exchange Commission if the proposed
name is identical or deceptively or confusingly similar to that of any existing
corporation or to any other name already protected by law or is patently
deceptive, confusing or contrary to existing laws. Compliance therewith
compels us to personally determine if reserve names are not deceptively or
confusingly similar or patently deceptive or confusing to other registered
entities. After confirmation, applicant must secure a Reservation Payment
Confirmation. A mere Reservation Notice is not sufficient for the acceptance of
any application for registration, or change of name of a corporation or
partnership. Once the Reservation Payment Confirmation has been issued, the
reservation fee must be paid at the Cashier, SEC Main Office or at any of the
designated Landbank branches.
8. If the proposed name has been allowed for use, would there be fees required
to reserve and where shall the payment be made?
Yes.To reserve a name the SEC collects P100.00 as reservation fee for thirty
days. The payment can be thru SEC Cashier or thru on collection systems of
Landbank.
12. Does SEC have guidelines on the approval of corporate and partnership
names?
Yes. In implementing Section 18 of the Corporation Code, the Commission has
adopted Guidelines in the approval of corporate and partnership names.
13. What do you mean by incorporators?
Are the individual persons originally forming the corporation and are the
signatories in the Articles of Incorporation.
14. What are the requirements on incorporators?
All incorporators must be natural persons, of legal age, their number must be at
least five (5) and not more than fifteen (15), every incorporator is subscriber of
at least one share, and majority of the incorporators are residents of the
Philippines.
15. Are foreigners allowed as incorporators?
Yes provided that all requirements for incorporators are complied with and
provided further that the business activity of the corporation is not fully
reserved for Filipino ownership.
22. If the corporation is registered under the Foreign Investment Act, can
foreigners be all the directors?
Yes. It is subject however to compliance with the requirements of the
Corporation Code on Directors (i.e. majority are residents of the Philippines).
26. What are business activities not allowed to be in the primary and secondary
purposes at the same time?
a)Business activities of overseas recruitment and travel agency cannot be in
single entity pursuant ot the implementing rules and regulations of the Labor
Code of the Philippines;
b)A corporation sole or religious society and school as the school should be
incorporated distinct with a religious corporation.
28. Are there business activities wherein up to twenty five percent (25%)
foreigners ownership is allowed?
Yes. Participation of foreigners to the extent of 25% is allowed in the
following:
a)Private radio communications network
b)Private recruitment whether for local of overseas recruitment
c)Contract for the construction and repair of locally funded public works
d)Contracts for the construction of defense related structures.
29. Are there business activities wherein up to thirty percent foreigner's
ownership is allowed?
Yes. It's the business activity of advertising.
30. Are there business activities wherein up to forty percent of foreigner's
owenship is allowed?
Yes. These business activities are as follows:
a)Exploration, development and utilization of natural resources
b)Ownership of private lands
c)Operation of public utilities
d)Educational institutions other than those established by religious groups and
mission boards
e)Culture, production, milling, processing, trading except retailing of rice and
corn and acquiring, by barter, purchase or otherwise, rice and corn and the by-
products thereof
f)Contracts for the supply of materials, goods and commodities to government-
owned or controlled corporation, company, agency or municipality
g)Facility operator of an infrastructure or a development facility requiring a
public utility franchise
h)Operation of deep-sea commercial fishing vessel
i)Adjustment companies
j)Ownership of condominium units
k)Manufacture, repair, storage, and/or distribution of products and/or
ingredients requiring Philippine National Police (PNP) Clearance
l)Manufacture, repair, storage and/or distribution of products requiring
Deparment of National Defense (DND) clearance
m)Manufacture and distribution of dangerous drugs
n)Sauna and steam bathhouses, massage clinics and like other activities
regulated by law because of risks posed to public health and morals
o)Domestic market enterprises with paid-in equity capital of less than the
equivalent of US$200,000
p)Domestic market enterprises, which involved advanced technology or employ
at least fifty direct employees with paid-in equity capital or less than the
equivalent of US$100,000
31. Are there business activities wherein foreigner's ownership could be more
than forty (40) percent up to one hundred percent?
Yes.
a)Export enterprises and
b)Domestic market enterprises with paid-in equity capital of at least the
equivalent of US$200,000
c)Domestic market enterprises, which involved advanced technology or employ
at least fifty direct employees with paid-in equity capital of at least the
equivalent of US$100,000
3. Latest zonal value certfied by BIR, if transfer value is based on zonal value
5. Deed of assignment
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
a.Untitled Lands
12. Latest zonal valuation certified by BIR, if transfer value is based on zonal
value
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
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
3. Deed of Assignment
f.Motor Vehicle
3. Appraisal report by authorized appraiser (not more than six month old)
4. Deed of assignment
g.Sea Vessel/Aircraft
5. Deed of assignment
4. Deed of Assignment
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
49. Are there corporate entities not allowed to issue no-par value shares?
Yes. They are banks, trust companies, insurance companies, public utilities, and
building and loan associations.
12. What are the requirements for change of Foreign Corporation's name?
Authenticated board resolution approved and signed by the Directors;
Name of Verification slip;
Undertaking to Change Name;
Authenticated Articles of Incorporation;
Petition/Letter
Republic Act No. 7042, also known as the “Foreign Investments Act of 1991”,
as amended by R.A. 8179, provides for the formulation of a Regular Foreign
Investment Negative List, covering investment areas/activities which are open to
foreign investors and/or reserved to Filipino nationals.
The latest released, as of 2015, is Executive Order No. 184 “The Tenth
Regular Foreign Investment Negative List”.