A. Securities and Exchange Commission (SEC)
The SEC is the government instrumentality that exercises jurisdiction and supervision over all corporations, partnerships, or associations. In order to acquire juridical personality, the corporation must first file an application for registration with the SEC. The details of the procedure are discussed below.
B. Articles of Incorporation and By-Laws
The Articles of Incorporation (“AOI”) is considered as the corporation’s charter. It identifies the primary purpose for the corporation’s existence and indicates the type of corporation (stock or non-stock), the names and addresses of the incorporators, and the names of its board members and key officers, as well as the corporate address.
The By-Laws (“BL”), on the other hand, contains information on internal rules that govern how the corporation operates, such as the time, place and manner by which meetings of the directors or trustees, and the stockholders are to be conducted; the quorum required in meetings, and the regulations governing the exercise of the right to vote; the qualifications, duties and compensation of corporate officers; the manner of election of directors/trustees and officers; penalties for violation of by-laws; and other matters regarding the internal rules of the corporation. Third parties without knowledge of the by-laws are not bound by it.
The AOI and BL are both created by agreement of the shareholders of the corporation and are submitted to the SEC for approval.
C. Application for Registration of Stock Corporations
Documentary Requirements for Stock Corporations:
1. Name Verification Slip;
2. Articles of Incorporation and By-Laws;
3. Treasurer’s Affidavit;
4. Written Undertaking to Change Corporate Name by any Incorporator or Director; and
5. Clearance from other government agencies, if applicable.
a) Verify the availability of the proposed corporate name and secure a name reservation through the SEC website.
b) Draw up the AOI and BL in accordance with the provisions of the Corporation Code and by agreement of the incorporators.
c) If applicable, get indorsements from government agencies. In addition, the Company Registration and Monitoring Department (“CRMD”) obtains clearances from other SEC departments when these are deemed appropriate.
d) Deposit paid-up capital in the bank.
e) Present 6 sets of accomplished forms and documents for pre-processing at the CRMD.
f) Pay the filing fees.
g) Claim the Certificate/License from the Releasing Unit upon presentation of the official receipt for payment of filing fee.
h) Buy and register the stock & transfer book immediately after the issuance of the Certificate of Incorporation or within 30 days upon issuance thereof.
i) Pay the documentary stamp taxes within five days of the succeeding month from the date of the Certificate of Registration.