Do I Need To Register With The Sec If I Do A Newsletter

SEC business organisation name registration is a mandatory requirement for entrepreneurs who will get-go a corporation or partnership concern. If you're a sole proprietor or self-employed individual, and so this guide is not for you lot; go to our DTI registration guide instead.

This article shows a step-by-step guide to SEC online registration that volition assist you register your company name without all the hassles.

Get back to the master article: How to Annals a Business in the Philippines: The Ultimate Guide

What You Need To Ready
- For Domestic Stock Corporations
- For One Person Corporations
- For Partnerships
What Are the SEC'due south Fees for Business Proper name Registration?
How To Register Your Business Name in SEC Online
- i. ESPARC Regular Processing
- ii. ESPARC OneSEC (I day Submission and E-registration of Companies)
  - Step one: Visit the SEC's eSPARC website and cull from Regular Processing or OneSEC
  - Step 2: Read the Terms of Use
  - Stride 3: Fill up the Awarding Class'due south Department 1 (Business concern Name Verification)
  - Step 4: Review the details and send OTP to your email
  - Step 5: Await for your business proper noun to exist automatically reviewed by the organization
  - Step six: Make full Section two (Visitor Details)
  - Stride 7: Make full Section 3 (Capital Structure)
  - Stride 8: Fill up Department iv (Company Officers)
  - Stride ix: Upload supporting documents (Regular Processing merely)
  - Footstep 10: Review your application
  - Stride 11: Submit your application
  - Step 12a: Look for the email from the SEC (Regular Processing & OneSEC Scenario 2)
  - Step 12b: Pay the SEC fees & download your Interim Certificate (OneSEC Scenario 1)
  - Stride 13: Get your original Certificate of Incorporation/Partnership
Oft Asked Questions
- one. How can I avail the 1-twenty-four hour period SEC processing?
- ii. How exercise I appeal my corporate name?
- 3. Is my corporation or partnership's business name different from a merchandise name?
- 4. I need to pause my awarding. Tin I save and come back later?
References

What Yous Need To Fix

Before sitting downwardly and doing your SEC online registration, you should make sure you have everything prepared beginning. If you oasis't washed so already, it's a good idea to have chosen a business structure first before using this guide.

Adjacent, you may need to have a meeting with your partners or incorporators because yous need to be prepared to provide the following information:

For Domestic Stock Corporations

At to the lowest degree 4 corporate names

Your corporation's primary and secondary purpose

The nature of concern

The corporation's primary address

The names, TIN, and residential accost of each incorporator

The amount of Authorized Majuscule Stock, the number of shares, and the par value of each share

The distribution of shares for each incorporator/stockholder

Fiscal or Calendar Year for Almanac Report Twelvemonth-End

Designated corporate officer positions, (i.e. treasurer, secretary, directors, etc)

For I Person Corporations

At least 4 corporate names

Your corporation's main and secondary purpose

The nature of business organization

The corporation's master address

The names, Can, and residential address of the stockholder and nominees

The amount of Authorized Capital Stock, the number of shares, and the par value of each share

Financial or Calendar Year for Annual Report Year-End

For Partnerships

At least 4 partnership names

Your partnership's primary and secondary purpose

The nature of business concern

Your partnership'south principal address

The names, TIN, and residential address of each partner

The types of partners and their contribution details

If afterward on during the online processing yous forget a requirement, you can save a draft and return to your awarding. Brand sure to end it within three days or your application will exist deleted.

What Are the SEC'southward Fees for Business organization Name Registration?

Take notation that some of the data yous'll provide will be used past the SEC to calculate your registration fees (e.grand. capital or authorized upper-case letter stock). These include:

For corporations, the articles of incorporation fee is based on if you are a:
- For a stock corporation with par value: 1/5 of ane% of the authorized capital stock simply non less than PHP ii,000, or the subscription price of the subscribed capital stock, whichever is higher.
- For a stock corporation without par value: 1/5 of 1% of the authorized capital stock computed at PHP 100 per share simply not less than PHP ii,000, or the result value of the subscribed upper-case letter stock, whichever is higher.
- For a non-stock corporation: PHP i,000.
For corporations, you also need to pay for the by-laws which has a fee of PHP i,000.
For partnerships, the manufactures of partnership has a fee of 1/5 of i% of the partnership's uppercase but not less than PHP two,000.
For either partnership or corporation, additional costs of the legal research fee (i% of filing fee), documentary postage taxation of PHP 30, and proper noun registration fee of PHP 100 also demand to be paid.

For easier computations, utilise the SEC's registration fee calculator hither. You can cheque out some of our sample calculations for your registration type here.

How To Register Your Concern Name in SEC Online

In April 2021 ¹ , the SEC launched the new online registration platform eSPARC or the Electronic Simplified Processing of Application for Registration of Company as a replacement to the old Visitor Registration Arrangement (CRS).

At that place are currently two ways to employ the new system:

1. ESPARC Regular Processing

Bachelor for domestic stock corporations, i person corporations, partnerships, non stock corporations, and foreign corporations.

Allows customization in what you can write down in the forms, such every bit those for your business concern'southward principal and secondary purposes

Subject area to review by an SEC officeholder. The condition of your application volition be sent to your email within iii days.

After approving and online payment, you need to deliver signed and notarized copies of your registration documents to your chosen SEC office.

2. ESPARC OneSEC (One day Submission and E-registration of Companies)

Every bit of September 2021 ² , OneSEC is only available for domestic stock corporations (one person corporations and corporations with two to 15 incorporators).

OneSEC removes the SEC's review part of the registration organisation by using pre-filled forms for information like business organisation purposes. If you desire to customize your awarding, then choose regular processing.

As its name suggests, OneSEC aims to become your registration awarding done in one day, someday, anywhere.

Stride-by-step user guides are available at the SEC'due south website for both Regular Processing and OneSEC.

The guide below is a consolidation of both guides and volition focus on helping y'all decide on what to input on each field.

Footstep one: Visit the SEC'south eSPARC website and choose from Regular Processing or OneSEC

If your priority is a fast registration, and so choose the OneSEC option. Notation that as of Jan 2022, it is nonetheless only available for domestic stock corporations (one person corporations and corporations with 2 to 15 incorporators).
If your priority is a customized registration despite a longer processing time, and so cull the Regular Processing pick.

Step 2: Read the Terms of Utilize

On this page, you will be able to read the following: (a) terms of utilize, (b) full general provisions, (c) provisions on the procedure, and (d) the consent form of the user.

Once you have read through everything, just click on the Proceed to Application Class push button.

Step 3: Make full up the Application Form's Section 1 (Concern Name Verification)

You lot will exist taken to the first function of the application class. Notation that:

Regular Processing has 6 sections
OneSEC has 5 sections

On this part, you lot need to select an SEC processing office. This is where you'll need to submit your signed and notarized hard copies of the registration documents, then make sure to choose one that is nearby. Later on that, simply make full in the contact details.

This role is all about your company's concern structure and business proper noun. Kickoff, choose your company type and subtype from the drop-down list. Here's what the choices mean:

Stock Corporation – This is the most common class of corporation. This just means that the buying of its shareholders is represented past stock certificates.
Not-Stock Corporation – This is a grade of a corporation that does not event stock certificates to its owners.
Strange Corporation – This course of corporation is created in a foreign state that intends to exercise business organisation in the Philippines. Information technology tin be a stock or non-stock corporation.
General Partnership – This is a type of partnership that allows its creditors to get later the personal assets of the partners.
Professional person Partnership – This is a type of partnership formed by persons for the sole purpose of exercising their common profession. The partners cannot go any income from engaging in any trade or business aside from their profession.
Limited Partnership – This is a type of partnership that protects the avails of its limited partners. The creditors of this kind of partnership can only sell the personal assets of the general partner.

Later on choosing your visitor blazon, you need to select your company subtype and classification. This will determine if your corporation/partnership is required to have a secondary license and special permits. For example, financing, lending, and foreign-owned corporations crave additional documents to exist submitted to the SEC.

Next, you lot just need to select your Major Industry Classification based on what applies the most to your company.

The last part of this section is where you'll use the 4 business names you've prepared. Just input the one you lot like the best. Afterwards this section, the organisation will automatically review information technology. If it gets rejected, you can go back and use the next 1 on your list. When choosing a business name, make sure it fits the SEC rules equally outlined below:

Afterwards that, you tin can optionally add a trade name. Trade names are like your visitor's nickname. It's what you lot want people to call up you equally. You can add more than one merchandise name if you want.

One time yous are done with this department, but click on the Next button.

Step 4: Review the details and send OTP to your e-mail

Read the information that you entered to make sure that everything is correct. After that, click on the Ship OTP to electronic mail push button to receive your one-time passcode.

Think the OTP from your e-mail and enter it in the textbox. After that, simply click on the Save and Go on button.

Step 5: Wait for your business organization name to exist automatically reviewed by the system

On the top of this page, your business concern and merchandise names will exist reviewed automatically by the arrangement. It will bear witness one of the post-obit statuses:

On-going. This means it is still being reviewed.
Completed. This means that your business organisation proper name has passed the review. For regular processing, make sure to click on the Reserve Company Proper name button earlier proceeding.
Failed. This ways that your business organization name has not passed the review. The system volition evidence the reasons why it may have failed the review and will ask you to get back and enter a new business organisation name.

The system may take some time to finish reviewing your business and trade names. You can continue to the next stride while waiting.

Step 6: Fill upward Section two (Company Details)

In section 2 of the application form, y'all accept to provide information about your company's details. The textboxes for primary and secondary purposes are simply available for 'Regular Processing'. In OneSEC, these are prefilled based on the major manufacture nomenclature you selected previously.

Next, y'all just need to provide your business organisation'southward primary address and contact details. Afterward you finished, check if your business proper name has already finished being reviewed. When everything on this page is done, but click on the Salvage and Go on button.

Footstep 7: Fill up Section iii (Capital Structure)

Department 3 of the application form is related to the division of buying of the corporation or partnership. Information technology volition be very difficult to fill up this section if you haven't talked about it with your partners, incorporators, and investors.

For corporations, yous have to provide information on the following:

Authorized Capital Stock – This represents the maximum value of all the shares a corporation can issue. It doesn't have to be equal to the actual upper-case letter you have on hand. In fact, information technology'southward common practice to brand this higher every bit an assart for future investors who want to buy shares in your company.
Subscribed Capital Stock – This is the peso value of the subscribed shares, meaning shares that are not yet paid but are reserved for a person. Information technology is required past law that at to the lowest degree 25% of the authorized capital stock is subscribed.
Paid-Up Capital Stock – This is the portion of the authorized upper-case letter stock that has been subscribed and actually paid. For about industries, at that place is no minimum paid-up capital stock required. Y'all can check this matrix from the SEC for the industries with a minimum requirement.
Blazon of Share – Yous can cull from mutual, preferred, founders, and redeemable preferred shares. Here you can classify the authorized capital and limit the number of 'decision-makers' in the corporation. Voting shares have the power to change company policies and influence determination making while non-voting shares are merely there to collect dividends. Generally, you just want to effect common shares with voting rights. It's best to consult with an proficient if you lot desire a mix of different kinds of shares for your corporation as it tin affect your stockholders' voting rights and dividends.
Number of Shares – This is the number of shares bachelor for each type of share you chose.
Par Value – This is the value of each share of stock in PHP.
Amount – This is the number of shares multiplied past the par value. Note that the full amount of all types of shares must be equal to the authorized capital stock.

Annotation that your majuscule structure can exist inverse in the future past amending your articles of incorporation.

Afterward completely filling upward the details of your capital structure, you can now proceed to the next part, which is to choose betwixt Calendar Year and Financial Year for your almanac written report's yr-finish.

For partnerships, you will only be asked to input your Full Contribution. Note that the minimum corporeality of contribution for partnerships is PHP iii,000.

Afterwards that, choose how long your corporation or partnership will exist in existence. If you lot are non sure, but cull perpetual.

Fill up the rest of the details such every bit business activity and almanac/regular coming together date, subsequently. One time yous are done click on the Salve and Proceed button.

Footstep viii: Make full Section 4 (Company Officers)

The next section involves providing the details of each of the company's officers. This department is also related to the division of ownership of the corporation or partnership.

For corporations, fill up the treasurer'southward details. And so, yous'll be asked to input what kind of shares and the number of shares subscribed and paid for by each company officer. Here are the classifications:

Incorporators – These are the pioneers or the founders in accuse of setting upwards the corporation.
Directors – These are the shareholders that handle most of the decision making of the corporation.
Subscribers – These are the entities that reserved their right to own a stock of the corporation.

Each officer must have at least one share. Annotation that yous demand to designate at least ii directors. Also, annotation that the amount of subscribed and paid-up capital letter stock must equal the amount you put back in Section iii.

For partnerships, you'll be asked to input the details of each partner (minimum of 2 partners). This includes the type of partner and capital provided. Annotation that the contribution of each partner must total the amount yous put back in Section 3.

Both corporations and partnerships will crave inbound the personal details of each officeholder including name, address, TIN, and ID number, among others.

Once you are washed, review all the details. If everything is in society, read the consent and truthfulness clauses. Click on the confirm button and and then the Save and Proceed button.

Step 9: Upload supporting documents (Regular Processing just)

This department is non in OneSEC since information technology is not necessary. For regular processing, you need to upload documents such as:

1) Name appeal document. If you clicked on the Appeal button for a Failed business concern name verification in Stride v, and then you need to upload a supporting certificate. You can use this template for your appeal.

2) Pre-defined additional requirements. In that location are company types that crave additional documentary requirements. For instance, financing, lending, and foreign-endemic corporations require boosted documents to exist submitted to the SEC.

3) For 1-person corporations, you may demand to submit a content letter/acceptance letter of the nominee and alternate nominee of the one-person corporation. You can use this template as a starting betoken.

If you don't need to upload anything, just skip this step and click on Salvage and Go on.

Step 10: Review your application

In this section, all you need to do is review all of the details y'all've provided. Aside from that, make sure to check each of the system-generated forms too. The system will too provide you with a tentative payment cess review of the fees that you need to pay.

After that, read the terms of service, privacy policy, and certification.

Step 11: Submit your application

For OneSEC users, you may encounter two different scenarios. You lot might be directed to Regular Processing if the system deems that your application is outside the OneSEC requirements. Instead of being asked to pay, yous will only be asked to submit your application for review. This is what happens during 'Regular Processing' every bit illustrated below.

At the end of the page, click on I have read and agreed to the terms of service, privacy policy and certification, enter the correct verification code, and finally Submit Your Application. Delight proceed to step 12a of this guide.

If the OneSEC system determines that your application fits their requirements, and then instead of a Submit Awarding button, you lot'll meet a Keep to Online Payment button instead. Please continue to pace 12b of this guide.

Step 12a: Wait for the email from the SEC (Regular Processing & OneSEC Scenario 2)

Your application has now been submitted. Make sure to save the application reference number. You'll too receive a copy of this in your electronic mail. The next thing you lot'll have to do is to wait for the SEC's email. You should receive it within 3 working days from the time of submission.

The SEC may tag your application equally:

For payment – meaning your application was approved and only needs to be paid. In one case paid, you'll receive farther instructions from the SEC by email.
Disapproved – significant y'all have to edit your awarding with the corrections pointed out past the SEC Processing Office.

Note that you can cheque the condition of your application someday by going to the ESPARC website and clicking on the 'Open Existing Application Form' button under ESPARC Regular Processing.

Y'all'll be taken to a page where yous can put in your application reference number and email and then you can check the status of your awarding.

Once your awarding has been canonical and paid, you must download your awarding summary form, cover sheet, articles, and by-laws from the SEC website.

Step 12b: Pay the SEC fees & download your Interim Certificate (OneSEC Scenario 1)

On this page, you lot'll be given the details of your payment cess. Review the details and select your preferred payment method.

Currently, Debit/Credit and PayMaya eWallet are bachelor. Enter the verification code and click the Proceed to Payment button. You'll be directed to your chosen payment method's website.

After a successful payment, you lot will be directed to the page below:

Here you must download your acting certificate, application summary form, comprehend sail, articles, and by-laws. You lot'll need them to get your original certificate.

Step 13: Get your original Certificate of Incorporation/Partnership

Lastly, you must go your original certificate by bringing the required documents to the SEC processing office.

For regular processing,

you demand to evidence your proof of payment, every bit well as, signed and notarized copies of your application summary grade, cover sheet, articles, and by-laws.
you may also demand to bring difficult copies of the documents you uploaded in step 10.
you need to complete this inside 30 calendar days from the date of payment of registration fees.
after submission, you can merits your original certificate every bit instructed by the SEC processing role.

For OneSEC, you are technically already registered with the SEC. But y'all still take to get your original document within one yr from the date on your acting certificate. To practice this:

you need to bring your acting document, the proof of payment, and the signed and notarized copies of your application summary class, cover sail, articles, and by-laws.

Frequently Asked Questions

1. How can I avail the 1-day SEC processing?

One-day SEC processing is bachelor through the OneSEC system at the SEC's ESPARC website. As of January 2022, it is only available for domestic stock corporations (one-person corporations and corporations with 2 to 15 incorporators).

2. How practice I appeal my corporate name?

The choice to entreatment the proposed SEC Visitor proper name is available using the Regular Processing Organisation of ESPARC. After your business concern name has failed the verification process, a push button for an appeal will evidence up. Only click this button. Once y'all reach Section 5, you demand to upload your letter of appeal and you volition be notified by e-mail whether or not your appeal has been granted.

You may use this template for your letter of appeal.

how to appeal a rejected proposed sec company name

how to appeal a rejected proposed sec company name 2

3. Is my corporation or partnership'due south business proper name different from a trade proper name?

Yes, your business organization proper noun is the legal proper name that appears on your receipts, paperwork, and documents. Meanwhile, you can think of your trade proper noun as your make, it is what the public (i.e. your customers) volition utilise to refer to you lot every bit you market and grow your business organisation.

By registering your business proper name with the SEC, your concern name is already protected and reserved for you to use. However, if yous want to protect your trade name, make, logo, and other identifying marks, you demand to file a trademark with the Intellectual Property Office of the Philippines (IPOPHIL). IPOPHIL has a guide for your trademark filing questions.

4. I need to pause my application. Tin I salvage and come back later?

Yes, you can save your application by clicking on the 'Continue Later' push in the upper right-hand corner of the page. Note that this is just bachelor subsequently completing 'Section 1: Business Proper name Verification' of the application form.

You'll be given an awarding reference number that you can come back to using the Open Existing Application Form button on the ESPARC website.

Related Commodity: How to Start a Business in the Philippines: The Consummate 15-Pace Guide

References

Visto, C. (2021). The digitalization of corporate compliance – BusinessWorld Online. Retrieved 12 January 2022, from https://www.bworldonline.com/the-digitalization-of-corporate-compliance/
SEC launches one-day online registration for local companies. (2021). Retrieved 12 January 2022, from https://cnnphilippines.com/news/2021/ix/16/SEC-same-day-registration.html