Overall Requirements/Steps

CORPORATION

Buy the Incorporation papers from SEC P600.00

Fill out the forms which need to be done by typewriter or computer hand-written
applications are not accepted.

You will need a minimum of 5 Incorporators, but can have a maximum of 15. The
number of Filipinos required depends on the type of business you will be running.

Open a Bank Account and obtain a Bank Certification of your deposit.

Prepare 4 copies of all the forms and have them notarised.

Obtain Documentary Stamps for the notarised forms.

Submit the completed forms to SEC

SEC costs vary again according to the type of Corporation being set up, but
typically a Domestic Stock Corporation will cost P2,750.00 and a Foreign BPO
Export Corporation will cost P5,100.00

Buy a Stock and transfer Book from SEC P350.00

Go back, and if no corrections are needed highly unlikely even if you know
what youre doing pick up your Registration Certificate.

You now need to obtain a Mayors Permit.

MAYORS BUSINESS PERMIT

Every Municipality had slightly different rules for the granting of this Permit so dont be
surprised if some additional requirements are asked for or some of the procedures are
slightly different.

Go to the City Hall in the Municipality in which your business will operate and
apply for a Mayors Permit. Take along your DTI or SEC certificates

The fees charged will depend on the type of business you are setting up and the
amount of your paid up capital it should range between P4,000.00 and
P6,000.00 for small operations.

You will be granted a temporary permit and you have 60 days to comply with all
of their requirements which are detailed below.

Contact their Special Inspection Team to arrange a time for them to visit your
business premises. 3-4 people will come to check out the building for fire safety,
sanitary and environmental compliance and they will leave a list of things you
need to do and the permits you need to get.

Obtain a Sanitary Permit.

Obtain a Fire Safety Permit you will probably be required to buy a fire
extinguisher.

Obtain a Health Permit you will probably need to have chest X-ray.

Visit the Environmental Officer to check his concerns and get his stamp of
approval

Visit the Treasury Officer at City hall to check if your capital is sufficient.

Register yourself or your Corporation with the Bureau of Internal revenue (BIR)
you will need to attend a 3 hour seminar and will need to have a set of Official
Receipts printed. Registration with the BIR costs P500.00 and the printing of the
Official Receipts will cost you around P2,500.00.

Register your business and any employees with Philhealth.

Register your business and any employees with Pag-Ibig.

Register your business and any employees with SSS.

Take all your permits, registrations and compliances to City Hall to obtain your
Mayors Permit.

Securities and Exchange Commission

(Requirements)
DOCUMENTARY REQUIREMENTS FOR REGISTRATION OF CORPORATIONS AND
PARTNERSHIPS

All applications and supporting documents must be in four (4) copies and in A4
size bond paper with a cover sheets.

Documents signed abroad must be authenticated by the Philippine Embassy or

Consulate in the country where signed.

Audited Financial Statements and Special Audit Reports must be certified by an

independent Certified Public Accountant (CPA), with Statement of
Representation filed with the SEC. Said statement must indicate the CPA Cert.
No., PRC/BOA No. and the PTR No. of the CPA and SEC accreditation of
External Auditor if applicable.

All applications must indicate the Tax Identification Number (TIN) of the
incorporators, directors/trustees, stockholders/members for corporations, and
partners for partnerships.

Foreign investors are allowed to indicate passport number in lieu of TIN for
registration of a corporation/partnership.

REGISTRATION OF CORPORATIONS
A. STOCK CORPORATION
Basic Requirements [hide]
1. Name Verification Slip (may be secured online or at SEC Name
Verification Unit)
2. Articles of Incorporation (AI) and By-laws (BL)
3. Treasurer's Affidavit

4. Joint affidavit of two incorporators to change corporate name (not

required if already stated in AI)

Additional Requirements

Endorsement/clearance from other government agencies, if applicable

Clearance from other Department of the Commission*

For Corporations with more than 40% foreign equity: Application Form for
registration under the Foreign Investments Act of 1991 (R.A. 7042, as amended)

Endorsement/clearance from: (a) Philippine Economic Zone Authority (PEZA) for

applicant under R.A. 7916, (b) Subic Bay Metropolitan Authority (SBMA) or Clark
Development Corporation (CDC) for applicant under R.A. 7227 and (c) Cagayan
Economic Zone Authority (CEZA) for applicant under R.A. 7922
A. Land and/Building/Condominium Unit
1. Detailed schedule of the property showing the registered owner, location,
area, TCT/CCT 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 certified by BIR, if transfer value is based on zonal value

4. Appraisal report by authorized appraiser, if transfer value is based on

appraised value (not more than 6 month old)

5. Deed of Assignment

6. If property is mortgaged, submit mortgagee/creditor's certification on the

outstanding loan balance and written consent to the transfer of property

7. For assignment of building where assignor is not 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
B. Untitled Lands

Certification of the Barangay Chairman where the property is located, and at

least two (2) adjoining 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 introduced improvements thereon, if any

Duplicate original or certified true copies of the tax declaration sheets

Latest realty tax receipts

Affidavit by the transferor attesting continuous and open possession of the

property and that the property is not tenanted

Affidavit of Non-Tenancy executed by Barangay Chairman of place where the

property is located

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

Affidavit executed by the transferor attesting to the:

o Existence (or non-existence) of easements over the untitled property
o Kind/description of the easement and its location
o Whether the transferor is the dominant estate or the servient estate, by
virtue of such easements

Under oath undertaking of the transferor/subscriber to answer for any liability that
the corporation might incur by virtue of the acceptance of said property as paidup capital

Clearance or certification from the Department of Agrarian Reform (DAR)

attesting the following:
o There is no other claimant to the untitled land
o It has not issued any Certificate of Land Ownership Award (CLOA) over
the property to any other party or
o The land is exempt from the coverage of the Comprehensive Agrarian
Reform Program (CARP)

Blue Print Survey of the Plan as approved by the Bureau of Lands

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

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

Appraisal report by authorized appraiser, if transfer value is based on appraised

value (not more than 6 month old)

Deed of Assignment

Affidavit of undertaking to submit certified true copy of the original certificate of

title in the name of transferee-corporation within one (1) year from the date of
receipt of the approval of the application

C. Inventories/Furnitures/Personal Properties

Detailed schedule of the properties showing the description and the transfer
value certified by the treasurer

Deed of Assignment

D. Heavy Equipment and Machinery

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

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 Ng Pilipinas.

Deed of Assignment

E. Shares of Stock

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

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

Deed of Assignment

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

Photocopy of the stock certificate (present original for verification)

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)

Affidavit of Undertaking by an incorporator of the corporation to submit the

required proof of transfer within the prescribed period

F. Motor of Vehicle

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

Photocopy of the Certificate of Registration and latest Official Receipt of

Registration (present the original for verification)

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

Deed of assignment

Affidavit of undertaking by an incorporator of the corporation to submit the

required proof of transfer within the prescribed period

G. Sea Vessel/Aircraft

Detailed schedule of the vessel/aircraft showing registered owner, registry

number, technical description, and appraised value certified by the treasurer

Certified true copy of the certificate of ownership

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

Certificate of seaworthiness/airworthiness issued by appropriate government

agency

Deed of Assignment

Affidavit of Undertaking by an incorporator of the corporation to submit the

required proof of transfer within the prescribed period

H. Intangible

Photocopy of the System Purchase Agreement or any documents as proof of

ownership (for a software)

Copy of Certificate of Registration of Intellectual Property Rights, mining permit

for mining claims or rights

Appraisal report by an accredited appraisal company or licensed Filipino mining

engineer for mining rights/claims (not more than 6 month old)

Deed of Assignment