How to Incorporate a Company

So you want to start your own business. Here in the Philippines, you can do it through these common vehicles: Sole Proprietorship, Partnership or Corporation. Whatever business entity you want to adopt is entirely up to you. But if you intend to put up a corporation, prepare for much effort to keep up with the required paperwork.

To help those who want to put up a corporation, below is a brief guide on how to incorporate (at least through the Securities and Exchange Commission's [SEC] main office in Manila):

1. Reserve a company name. You can do it online (www.sec.gov.ph) where you have to register an account. You can also do it over-the-counter (SEC Name Verification Unit 2/F).

2. Pay the name reservation fee either at the SEC or any Unionbank branch (although I haven't tried paying through the latter) within four (4) days from your reservation. Get the receipt (together with the printout of your name reservation form) and proceed to the SEC Name Verification Unit (2/F) to have your payment confirmed. The good people at the SEC will then hand you Reservation Payment Confirmation (this is the Name Verification Slip). Make at least four (4) copies of this.

3. Prepare your company's Articles of Incorporation (AOI), Cover Sheet, By-Laws (if you want to submit the By-Laws simultaneous with your AOI), Treasurer's Affidavit and Affidavit of Correction. You can draft your own documents but there are pro-forma forms available at the SEC's Green Lane (3/F). Make sure the company name appearing in your documents is EXACTLY THE SAME as the one appearing in your Name Verification Slip (note: commas, periods, etc.). Prepare at least five (5) copies.

4. Submit the following documents, in the same order, to the SEC's Company Registration and Monitoring Department (CRMD) (2/F) for pre-processing:

a. Cover Sheet
b. Name Verification Slip
c. AOI
d. Treasurer's Affidavit
e. By-Laws (if applicable)
f. Undertaking to change name (if not yet included in the AOI)
g. Affidavit of correction (if there are corrections to the AOI/By-Laws)

5. The good people at SEC will pre-screen your documents and may make suggestions or require changes in your documents before they can be sent for approval. Be sure to bring liquid eraser, ballpen and a lot of patience if you want to finish this in a day.

6. After your application has been pre-processed, you will be given an Assessment Form detailing how much you have to pay as fees for the incorporation of your company.

7. Go to the cashier (G/F) and pay the amount stated in the Assessment Form.

8. Bring the Assessment Form (which is now already marked by the cashier) back to the CRMD (2/F).

9. Have the staff receive your documents. Ask for the probable date of the approval of your application.

10. Go back to the SEC (G/F) at the designated date to get your Certificate of Incorporation. You may have to pay Documentary Stamp Tax or other minimal fees upon getting your Certificate.

There you go. I hope this helps.

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