How to register a NON-Stock, NON-Profit CORPORATION with the Philippines SEC

February 18, 2011 § 46 Comments

This blog is having a lot of queries on how to register a non-stock and non-profit corporation. Thus, I thought that it’s about time to write one for all the readers and by passer out there. Anyhow, I tried to run a query via google search engine, and some relevant sites came up with the same answers. Next, I checked out SEC and to my surprise the procedures still are the same. So, for the benefits of those who are surfing, reading, visiting and passing by my blog, here are the steps to be followed:

1. Verify and reserve the proposed corporate name. You could do this the hard way, at the SEC Verification Unit, located at the SEC Building, EDSA, Greenhills, Mandaluyong City (right across the Philippine Overseas Employment Administration [POEA] and the EDSA Shrine). If you want to make your life a bit easier, you could do the verification and registration online, through the SEC-iRegister, a 24-7 portal.  After paying the reservation fee, you will get a Name Verification Slip, which is submitted together with the other requirements.

2. Prepare the Articles of Incorporation and By-laws. Blank forms are also available from the Company Registration and Monitoring Department (CRMD). The drafting of the Articles of Incorporation and the By-laws, as well as the other requirements, could also be done by your lawyer.

HOWEVER, in lieu of the authorized capital stock requiring 25% subscriptions of the authorized capital stocks and the attestation in the Treasurer’s affidavit that at least 25% of the subscribed stocks had been paid, for non-stock/non-profit corporation, it only requires the corporation to state the amount of capital or money contributed or donated by specified persons.

So there…

Ah, plus the names, nationalities, and residences of the contributors or donors as well as the respective amounts given by each.  And remember it must be on an itemized presentation.  Take note also, and this is a major major requirement, the majority of members should be a resident of the Philippines.  With this provision, a foreigner can put up 100% foreign owned non-stock, non-profit corporation. Why, because the “code” only requires that the majority of its members should have Philippine residency.

3. Last step is the submission of a Bank Certificate of Paid In Capital or Working Capital to Philippine Securities and Exchange Commission.

ANYHOW, for Foundation —

(a) a notarized Certificate of Bank Deposit of the contribution of not less than P1,000,000.00 ; and

(b) a statement of willingness to allow the Commission to conduct an audit.

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§ 46 Responses to How to register a NON-Stock, NON-Profit CORPORATION with the Philippines SEC

  • ARDIE says:

    im inquiring on how to register a non-profit organization in sec. pls do tell me the requirements. tanks.

  • Flenn says:

    Hello,

    Is there such a Non-profit Stock corporation in the Philippines? Is there any law to this.

    Thanks,

    Flenn

  • chel says:

    Hi i Would like to inquire regarding the SEC requirements.. are electronic signatures accepted for the sec papers or does it need to have the signatures affixed on the documents.

  • Volunteers of Blessed City of Tacloban says:

    How can I register our company thru on-line please provide us a registration form thru on-line so that when I go to SEC Cebu I will just give my payment and avail certification of registration and membership book for our non-stock, non-profit corporation.

  • Volunteers of Blessed City of Tacloban says:

    hello Mr. Bong please provide an on-line registration form for our non-stock non-profit corporation. Thank you.

  • Volunteers of Blessed City of Tacloban says:

    Hello Mr. Bong how can we register our non-stock non-profit corporation through on line, can we avail a registration form thru on line? thanks

  • BOYET says:

    IM A MEMBER OF A NON-STOCK CORP. CURRENTLY WE AMEND OUR BY-LAWS TO RESPOND TO THE PRESENT NEED OF THE CORP. BUT THE AMENDED BY-LAWS IS A MERE COPIED FROM OTHER NON-STOCK CORP. IS IT ILLEGAL AND UNETHICAL? HOPE YOU RESPOND ASAP

  • Leo Invento says:

    Is P1,000,000.00 really required? like are there no categories under non-profit that don’t ask for 1M?. We just want our group to a legal entity. Our batch in high school would like to make our group a legal entity. We’ve doing outreach programs lately.

    • SeanTino says:

      I also wonder if it really requires 1M. I guess it only needs proper documentation of the donations obtained by the Not-for-profit corporation.

  • Lovely says:

    hi… we have a private school… and its registered as non stock already…. but we want to change it to non-stock, non profit… is this possible? if so, may I know the procedures for this ammendment?

  • ron says:

    Any requirements for an NPO regarding members and board of trustees?

    thanks for this post

  • Jerry Rocacurva says:

    Hi is it true that the President and Treasurer in a Non stock not for profit religious corporation in the Philippines be a Philippine Citizen? I only knew of the Secretary as per Sec. 26 of BP 68

  • Jelly says:

    I’ve just acquired a certificate from SEC.. what’s the next step? do i have to secure a mayor’s permit?

    thanks in advance!

  • dan says:

    mould you mind if i ask. how can a student organization be registered in SEC? we are having a hard time looking for the requirements since the executive board of our organization are currently undergraduates. also, what would be the benefits of registering our student organization. it is a nationwide student organization composed of different schools in metro manila and other regions. thank you for the reply

    • Bong says:

      Dan,

      Your question refers to the “INCORPORATION AND ORGANIZATION OF PRIVATE CORPORATIONS” and it falls under Sec. 10 of the Corporation Code of the Philippines (BP#68). Anyhow, according to SEC 10, Any number of natural persons not less than five (5) but not more than fifteen (15), all of legal age and a majority of whom are residents of the Philippines, may form a private corporation for any lawful purpose or purposes. Each of the incorporators of s stock corporation must own or be a subscriber to at least one (1) share of the capital stock of the corporation.

      If your board meets the above requirements, then I think there is no problem. Money or capitalization is also needed. However, Please take note of the “all of legal age” statement.

  • Jeannie Aspe says:

    Hello, could you please give me an advice. I want to open a company in Phils import-export business single-owned 100% Filipino. What should i apply, stock corporation or non-stock corporation? I’ll be greatful for any advice. Thank you.

  • FerG says:

    Hi Bong,

    In the last step,

    3. Last step is the submission of a Bank Certificate of Paid In Capital or Working Capital to Philippine Securities and Exchange Commission.

    How should I do this? Should I just open a bank account, deposit all the contributions and ask for bank certificate?

    Thanks.

    Regards,
    FerG

  • Myra says:

    Hi Bong,

    If we are to make a non-profit, non-government organisation that will provide scholarships and livelihood for a community, can you please give me details on how to register, where to register and the papers that we need to prepare? Also, do we really need to have a 1M capital? What if we have 100k only, will SEC reject our organization?

    Please email me the details. Thank you.

  • Tina says:

    Hi,very informative! I just have one question. Can you expound a bit on the requirement about majority of members should be resident of the philippines. I am planning to set up a small charity non profit organization with a foreigner. I am Filipino and live in the Philippines. The other party is a foreigner and not living in the Philippines. We have an initial contribution from both of us to start with, but we are planning to accept donations from the public also. I assume members mean the two of us. Does this mean we are not eligible to set up a organization here in the Philippines?

    • Bong says:

      Hi Tina,

      Residents of the Philippines are citizens or immigrants living and working in the Philippines. A non-profit organization is like a corporation without the shares of stock but has members. The minimum number of members is five.

  • wilma g. manzanillo says:

    Hello, I wish to obtain copy of forms of by-laws of non-stock cooperative on line to reduce expenses in proceeding to SEC in Baguio City or Manila. Thank you so much.

  • Wilma Manzanillo says:

    On line SEC registration greatly helps the citizenry who wish to be a partner in progress of their community.

  • ela acosta says:

    hi! how can a non profit org (we are an animal welfare club) be registered pls?

    • Bong says:

      Ela,

      Some enterprises, by nature of their operations, are required to secure a special clearance, license, or permit from some other government agencies. In your case, you need to secure resit registration certificate from the Bureau of Animal and Industry aside from SEC.

      Thanks.

      Bong

  • Melanie Basaysay says:

    Hi Sir Bong, thank you for giving us this informative information. However, I have a question. After registering our organization as non-stock, non-profit corporation in SEC, what is the next step?

    Do we still need to apply for business permit so we can request receipt from BIR?

    Thank you in advance.

    • Bong says:

      Hello Melanie,

      Please take note that for taxation purposes, every business either for profit or otherwise, you need to register with the BIR before the commencement of its operation. In order to do this you need to secure mayor’s permit (business permit).

      Bong

      • Cajun says:

        I just would like to ask, do 501c3 charity need to register in SEC or DSWD if they want to operate here in the philippines?

        Or can a registered charity here in the philippines register for 501c3 status?

        Where do they have to settle their taxes/exemption?

  • t shirt printing says:

    I was recommended this website via my cousin.
    I am no longer sure whether or not this submit is written
    by him as nobody else know such designated about my problem.
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  • Cajun says:

    I just would like to ask, do 501c3 charity need to register in SEC or DSWD if they want to operate here in the philippines?

    Or can a registered charity here in the philippines register for 501c3 status?

    Where do they have to settle their taxes/exemption?

  • Wendell Gomez says:

    Hello there, we are a small group and trying to organize. Members are high school graduates from the University of Mindanao- UM Tagum college class of 1976, are we required to register to the SEC?

  • Alvy says:

    Great Article you have here Bong. I would like to ask if I can register NON-Stock/NON-Profit CORPORATION even if I am is fully employed? -

  • Sev says:

    Is there any other way of putting up a non profit organization that does not need the requirement of 1million?

  • Minda says:

    hi!
    I would like to ask wether to register as stock or non-stock, a women’s organization which would like to organize a lending activity among its members.

  • Joyce says:

    In nonstock corporations incorporated around 1930′s, was the registration of membership book a requirement during that time?

  • Leana says:

    Hi Bong! Re “2. Prepare the Articles of Incorporation and By-laws”, can I use this form http://www.sec.gov.ph/download/Forms/otherforms/NS_template.pdf ? Is it the same as the blank forms available from the Company Registration and Monitoring Department (CRMD)? I have already reserved a name online and would like to go to SEC Manila only when I’m ready with the documents. Many thanks!

  • neneth says:

    ako po ay isang guro gusto ko pong magtayo ng foundation para muna po dito sa aming lugar. wala po akong pera na pwedeng ikapital serbisyo lang po sa pagiging guro at ibng kaalaman ang pwede kong ishare sa mga bata. tuwing bakasyon nagtuturo po ako ng libre sa mga bata. at ang tumutulong po sa amin ay ang aming mayor. pwede po ba akong magparegister sa sec.

  • neneth says:

    ako po ay isang guro gusto ko pong magtayo ng foundation para muna po dito sa aming lugar. wala po akong pera na pwedeng ikapital serbisyo lang po sa pagiging guro at ibng kaalaman ang pwede kong ishare sa mga bata. tuwing bakasyon nagtuturo po ako ng libre sa mga bata. at ang tumutulong po sa amin ay ang aming mayor. pwede po ba akong magparegister sa sec.?

  • Marilou says:

    We need to register our chapel in SEC, so that we may open a checking account on our chapel’s name. I have a bad time typing on the SEC form, do you know of any rewrittable downloads, so that I can save time and effort. Somebody says the form should not be photo copied, can I have erasures on it? Do I have to sign on the erasures. Please help. thanx

  • Mark Windel Doño says:

    before anything else, i am a president of a professional organization and one of our main platform is to register the organization in SEC…and we would like to applyu as non-stock, non-profit incorporation….now, may we know what are the benefits that our organization can get after we will be registered?thank you….

  • SSR Working Group says:

    We are in the process of registering a non-stock non-profit think tank with the SEC. We primarily conduct research on peace and security issues and engage the AFP. Thus, we were able to get an endorsement letter from the AFP for our incorporation. We were told, however, that we will need to secure and endorsement letter from the PNP because we deal with “security” by virtue of a MOA signed between the SEC and the AFP. We asked for a copy of the MOA but the person talking to us said that they cannot release a copy of said MOA. Upon checking the SEC website, I saw that only security agencies are required to get an endorsement from the PNP. We are a research think tank and we are in no means a security agency. Do we then still need to get an endorsement from the PNP? Kindly advise. Thank you very much.

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