REGISTRATION OF PARTNERSHIPS AND CORPORATIONS (source: Securities and Exchange Commission)

The registration of partnerships and corporations is one of the principal functions of the Securities and Exchange Commission (SEC). The Commission is the lead government agency that regulates and supervises the operation of all corporations, partnerships or associations who are the grantees of primary franchises and/or a license or permit issued in the Philippines.

I. Registration of Corporations A. Stock Corporation Basic Requirements 1. Name Verification Slip (secure online or from SEC Name Verification Unit) 2. Articles of Incorporation and By-laws 3. Treasurers Affidavit 4. Affidavit of incorporator or director undertaking to change corporate name (not required if Articles of Incorporation has provision on this commitment) Additional Requirements 6. Endorsement/clearance from other government agencies, if applicable. 7. 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 ) 8. For corporations with more than 40% foreign equity: SEC Form No. F- 100 9. For corporations with Philippine Economic Zone Authority (PEZA), Subic Bay Metropolitan Authority (SBMA) or other economic zones application: Certificate of Authority or endorsement from said government agencies 10. Additional requirements based on kind of payment of subscription indicated hereunder a. 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 b. 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 Assessors 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/creditors 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 c. 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 d. 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 e. 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 f. 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 g. 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 h. 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 i. 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 Assessors 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 II. Registration / Recording of Partnerships Basic Requirements Name Verification Slip Articles of Partnership Affidavit of a partner undertaking to change partnership name (not required if Articles of Partnership has provision on this commitment)

Additional requirements Endorsement/clearance from other government agencies, if applicable For partnership with foreign partners SEC Form No. F-105 Bank certificate on the capital contribution of the partners For foreign partners who want to register their investments with the BSP: Proof of remittance

Note: If it is a limited partnership, the word Limited or Ltd should be added to the partnership name. Articles of Partnership of limited partnerships should be under oath only and not acknowledged before a notary public. Online Registration through the SEC-iRegister The Philippine SEC offers the public the convenience of online registration through SECiRegister, the web-based Company Registration System of the Philippines Securities and Exchange Commission (SEC). SEC-iRegister is a quick, affordable, and user friendly service that is available to the public 24 hours a day, 7 days a week. An easy, step-by-step guide allows everyone, even the computer novice, to use this web-based company registration system from the convenience of their desktop. With SEC-iRegister, clients can do the following online: a. Verifying the availability of the desired name for corporation or partnership b. Reserving the verified name c. Accomplishing and printing the registration online without the need to buy the SEC forms Sign-up at: http://iregister.sec.gov.ph/MainServlet

Schedule of Fees The examining and filing fees of some basic registration documents are as follows:

1. Articles of Incorporation a. Stock corporation with par value

1/5 of 1% of the authorized capital stock or the subscription price of the subscribed capital stock whichever is higher but not less than P1,000 1/5 of 1% of the authorized capital stock computed at P100 per share or the subscription price of the subscribed capital stock whichever is higher but not less than P1,000 P400

b. Stock corporation without par value

2. Certification of Paid-up Capital, Outstanding Stock, Percentage of Filipino Stockholdings, etc.

3. Registration fee for Stock and Transfer Book

P150

4. Registration fee for Membership

P75

Book

5. Name Verification Reservation Fee

P40 per allowed name

For application of registration with SEC, please contact: Securities and Exchange Commission SEC Bldg., EDSA cor. Ortigas Ave., Greenhills, Mandaluyong City Tel. No. (632) 584-0923 Fax No. (632) 584-5293 Website: www.sec.gov.ph/