How to register a PARTNERSHIP with the Philippines SEC

Okay, so what we have here now is four (4) simple steps for you to register as a partnership in the Philippines.  The way of registering a partnership is somehow similar to that of a corporation.  

1. Verify and reserve the proposed partnership 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 Partnership. This is equivalent to the Articles of Incorporation, which is one of the required documents for corporations. 

3. Prepare the: (i) Written Undertaking to Change Partnership Name by any Partner; and (ii) Registration Data Sheet. There are additional requirements for certain partnerships, like customs brokerages, which are required to submit the customs broker licenses and professional tax receipts (PTR) of at least two partners.

4. File the complete documents with the SEC, upon payment of the requisite filing fees.

Should need a more detailed process you can always check out the Securities and Exchange Commission.   

Bong Corpuz & Co. CPAs Avatar

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Bong Corpuz & Co. CPAs

75 responses to “How to register a PARTNERSHIP with the Philippines SEC”

  1. Lilian Schaler Avatar
    Lilian Schaler

    A Great information. Thanks a lot!

  2. jenny Avatar
    jenny

    you could have included the prices

  3. Madel Bacani Avatar
    Madel Bacani

    Ask ko lng po,may plano po kmi ng friend ko na magtayo ng business.Bale business partnership.Tama ba n nka indicate s isang agreement nmin n sya ang General Manager wherein d nman nka indic ate ang position ko?Ok lng po b yun?

  4. business registration philippines Avatar
    business registration philippines

    Seems like its simpler than registering a corporation. Many people are now engaging in partnership form of business. Maybe the reason why is the capital. There are some who cannot afford to run their own business..

  5. bizone Avatar
    bizone

    yep yep, (1) simple registration process (2) cheaper, which you are correct and (3) minimum wage law and some tax thing…

  6. Honey Avatar
    Honey

    Hi there!
    I’m an aspiring business woman aiming to register my business under gen. partnership, but I don’t know the in and outs of registration, can you help me with this? and would you also have the knowledge about Small Medium Business Enterprise(BMBE)?

  7. Honey Avatar
    Honey

    Hi there!
    I’m an aspiring business woman aiming to register my business under gen. partnership, but I don’t know the in and outs of registration, can you help me with this? and would you also have the knowledge about Small Medium Business Enterprise(BMBE)?

  8. Honey Avatar
    Honey

    Hello,

    would you also have knowledge on Barangay Micro Business Enterpise? RA 9178?

  9. 2010 in review « Buziness 1 Avatar
    2010 in review « Buziness 1

    […] How to register a PARTNERSHIP with the Philippines SEC January 2008 8 comments 3 […]

  10. Tim Avatar
    Tim

    Hi Bong, I hope you could also include the prices as I asked in your article about registering a corporation. It’ll be a lot of help for us, your readers. Thanks!

  11. bizone Avatar
    bizone

    Hi Tim, thanks for the post. Interesting. But yes, no worries soon as i get a hold of the data, I will post it here.

  12. DENKZ selorio (@iFollowDenkz) Avatar
    DENKZ selorio (@iFollowDenkz)

    Where can I get registration date sheet?

  13. Bong Avatar
    Bong

    SEC, 2nd floor.

  14. belle Avatar
    belle

    should i prepare by laws, too? nx

  15. Bong Avatar
    Bong

    yes, that can be. kung silent partner ka lang. meaning, sya yung magpapatakbo ng business. pero kung gusto mo naman may position ka, that can be done also. it really depends on what partnership you wanted to form and agreed upon.

  16. Kathy Cheene S. Fernandez Avatar
    Kathy Cheene S. Fernandez

    Good afternoon ma’am or sir.. I would to clarify if this content is this step in corporation was really the same on the step in partnership? I need your answer ASAP.. Thank you..

  17. Kathy Cheene S. Fernandez Avatar
    Kathy Cheene S. Fernandez

    Good afternoon ma’am or sir.. I would like to clarify if this content is this step in corporation was really the same on the step in partnership? I need your answer ASAP.. Thank you.

  18. henry a muallil Avatar
    henry a muallil

    Hi Bong, do you know of an individual or firm which specializes on establishing a professional partnership of civil engineering practices. In view of the uniqueness (or perhaps old law -civil engineering law- ra544) of civil engineering practice to other engineering disciplines, can anyone assist us on crafting an article of professional partnership.

    thanks

  19. Mahendera Kumar Avatar
    Mahendera Kumar

    I want to know that if somebody have paramanent Visa but not Citizenship of Philippines> if wife is Philippino and husband is Indian. If Husband wants to do Business of Import Export in Philppines. How they can start the Business.

  20. Mahendera Kumar Avatar
    Mahendera Kumar

    I am an Indian. I am going to marry with Philippino, after marry with Philippino I will get Paramanent Visa of Philippines. I have a plan to do Import Business in Philippines. But my wife does not like involve in Business as Partner , She want to stay with me as a House wife. What I should do.?

    What is the difference between Citizen of Philippines and Parmanent Residence. Both have a equal rights or any difference is there. OR after marry with Philippino I will treat as foreigner?

    Please try to clear me everything , Then I will try to contact with you.
    Thanks.

  21. Bong Avatar
    Bong

    Hey Mahendera,

    Yes, you can establish a business in the Philippines if you will apply for a 13A permanent visa. Of course, a 13A visa is applicable to a foreigner legally married with a Filipino citizen. There are pretty much differences between a resident and a citizen but of course you will be allowed to stay indefinitely in the Philippines.

    Thanks for dropping by.

  22. Angelo Avatar
    Angelo

    Hi, Is it easy to change our sole proprietorship buss to a partnership?, currently is a sole proprietorship with side contract with my partner, but we want to get this straight so we’re eyeing into a partnership, or what do you suggest?… how easy is it… thanks Bong

  23. pearl Avatar
    pearl

    Hi..ask ko lang plan kasi ng friend ko na mag set up ng partnership business but ang partner nya ay foreigner..ano ba set up nun..or requirements needed…documentation….may certain percent ba na own lang dapat ng foreigner i mean limit ng ownership nya??dapat ba filipino citizen ang majority owner??ano mga steps para mag register dadaan pa ba ng DTI??please help me clarify everything..

    Thanks

  24. Eleonor Avatar
    Eleonor

    Hi, I have a business and registered as sole proprietorship. And I have a friend who wants to be a silent business partner. Is it possible to prepare a partnership agreement without changing the type of business and the partnership agreement will not be registered to SEC?

  25. Bong Avatar
    Bong

    Yes Eleonor, it is possible to execute Memorandum of Agreement (MOA) between you and your partner without changing the type of your business and SEC intervention.

  26. cretty Avatar
    cretty

    Ano pong pinagkaiba ng paggawa ng articles of partnership ng business partnership sa GPP?

  27. bongcorpuz Avatar
    bongcorpuz

    Purpose/s, rights and control.

  28. Obenjie J. Obena Avatar
    Obenjie J. Obena

    Bong good day.

    Is it acceptable with SEC to register articles of partnership between me and my wife? How much the capital involved on this. Your response is very helpful for us. Thanks.

  29. Obenjie J. Obena Avatar
    Obenjie J. Obena

    Bong additional questions:
    1. Under articles of partnership, submission of Financial Statements and special audit reports are included/required?
    2. Prior submission of SEC required documents, do I need to include BIR-COR/TIN?

    We appreciate your kind response.

    Thanks again.

  30. Obenjie J. Obena Avatar
    Obenjie J. Obena

    Bong, kindly expound these… ” That the term for which said partnership is to exist is One (1) year from the original recording of the said partnership by the Security and Exchange Commission ”

    Thanks again.

  31. bongcorpuz Avatar
    bongcorpuz

    Hello Obenjie,

    Yes, pursuant to Art. 1767. Partnership means two or more persons bind themselves to contribute… the partners must have legal capacity to enter into a contract and the purpose of which must be lawful. Php200K will do in terms of capitalization.

    Please refer to the SEC in terms of capitalization in here.

  32. bongcorpuz Avatar
    bongcorpuz

    Obenjie,

    SEC registration and license for your partnership does not require BIR-COR yet.

  33. bongcorpuz Avatar
    bongcorpuz

    Obenjie,

    The term one (1) year means the life of the partnership as agreed upon by the partners. Meaning it is the duration of the partnership.

  34. Obenjie J.Obena Avatar
    Obenjie J.Obena

    Bong, thanks for that very informative response.

  35. Anonymous Avatar
    Anonymous

    Hi po is there any one here knows how to unregister of Dissolve Partnership? na co confuse kase kame sa bawat punta namin ng govt agencies iba iba sinasabe.. thank you po sa mga may infos…

  36. YaniiD Avatar
    YaniiD

    Hi there, just want to know if is it okay to declare our business as a single proprietorship even if we are actually business partners? Is it illegal or not?

  37. bongcorpuz Avatar
    bongcorpuz

    Yes, you can do that. I suggest you execute a MOA however.

  38. YaniiD Avatar
    YaniiD

    Thank you very much Sir ! God bless you ! 🙂

  39. lin Avatar
    lin

    Hi there!
    We would like to register a partnership, but could you enlighten us what “Written Undertaking to Change Partnership Name by any Partner” is? What is the purpose of this?

    Thank you very much in advance!

  40. DJ Avatar
    DJ

    Hi there ask ko lang kung may renewal ba yung Article of Partnership.Thanks

  41. Dan Avatar
    Dan

    Hi Sir Bong, thanks very much.

    Sir, is a proof of partnership bank account required for SEC registration po? Like Treasurer’s Affidavit in Corp business?

    How long does it normally take from partnership name to all SEC registration and requirements approval po Sir?

    Thanks so much po.

  42. bongcorpuz Avatar
    bongcorpuz

    normally, approval of registration is within two weeks time.

  43. Rowena Avatar
    Rowena

    Hi Bong,

    Ask ko lng po, kung magkano yung payment on registering the Business,
    right now kc ready na yung Auto care center our concern is hindi pa register.
    ano po yung mga dapat na bayaran to complete all the required registration.

    salamat & Godbless!

  44. bongcorpuz Avatar
    bongcorpuz

    Hi Weng,

    The cost of business permit is dependent on what city or municipality you want to register your Business. You can check this out with the city’s (municipal’s) business permit & licensing office where you want to put up your business.

  45. jhen Avatar
    jhen

    Hi Sir,

    Are bylaws required to partnership?

    Thanks

  46. bongcorpuz Avatar
    bongcorpuz

    Yes, its a requirement.

  47. Rowena Avatar
    Rowena

    Hi Bong,
    ask ko lang kc nag open kami ng business ng mga friends ko Auto care center, pero yung name sa DTI ay pang single proprietorship lang oki lang po ba yun?

  48. bongcorpuz Avatar
    bongcorpuz

    Okay lang naman yun as long as you manage your business well. However, kung sino yung may pangalan sya yung mas malaki responsibility sa governement.

  49. Nicole Cruz Avatar
    Nicole Cruz

    Good morning po. Pano ko po malalaman kun registered ang isang partnership sa SEC?
    Thanks

  50. Grace Avatar
    Grace

    Hi how much po ba mag registered sa SEC ang sabi po kasi based sa capital so, 500,00 po ang puhunan namin and then partnership po kami. Thank you in advance! 🙂

  51. bongcorpuz Avatar
    bongcorpuz

    Grace,

    Here is the SEC link for your reference http://www.sec.gov.ph/gsr/primary/minpdup.html.

  52. bongcorpuz Avatar
    bongcorpuz

    Nicole,

    You can check @ http://iregister.sec.gov.ph/MainServlet or go personally to SEC. Thanks.

  53. Je Avatar
    Je

    Tanong ko lang po. Registered na kami sa sec as partnership. However yun pa lng nagawa namin, walang business permit, etc. coz isusunod lang sana nmin if may money na. 1 year na po lumipas and we are still selling now thru online lang(no physical store/home based) but we are not selling well na. Need your advice po kasi baka habulin kami for annual dues and stuff. Meron po ba un? What can we do? We still want to continue though kahit mabagal progress. Hoping for your expert advice. Thanks!

  54. bongcorpuz Avatar
    bongcorpuz

    Je,

    Ang isang business para maging legal ang transaction dapat naka rehistro at may business permit. Kung ako sa inyo, kumuha kayu ng business permit at ipa rehistro sa BIR. Kung inaakala nyu naman naman na mabagal ang progress, mas mainam pa din na legal.

    Sa bandang huli, lumalabas na mag kakaroon kayo ng penalty kung ang inyung business ay may atkdang buwis na hindi nababayaran. Sunod dyan, yung penalty nyu sa SEC sa mga requirements na dapat ipasa.

  55. jayson Avatar
    jayson

    hi sir bong .. meron po kc kame situation nung partner ko in business .. sa kanya lng kase nakapangalan ung business namen pero dalawa talaga kame may ari nun .. first business ko kc to kaya akala ko nun ok lang na sole proprietor lng muna namen iparegister ung buss kaya sa kanya muna ipinangalan un kase nagmamadale kame sa opening nun.. ngayon kaylangan ko ung documents na nakaindicate ung name ko na isa aq sa may ari .. panu kaya gagawin ko sir .. thanks

  56. bongcorpuz Avatar
    bongcorpuz

    Jayson,

    Pag DTI yung registration, yung partner mo lang talaga ang may-ari ng business nyu. Dapat partnership yung ni-register nyu sa SEC.

    Ang pwede mo na lang gawin to protect yourself, gawa na lang kayu ng MOA. Pero, hindi na pwede maindicate yung name mo sa documents unless iparegister nyu sa SEC as partnership.

  57. Je Avatar
    Je

    Thank you for your reply! Kailan po ba magkakaroon ng penalties? Minimal na po ang activity ng business as of now kasi medjo busy sa ibang things but yung materials po ay naka-standby lang. Is it possible if mag register kami sa BIR after, like, a year if gusto na namin ituloy ulit? Considering na registered kami as partners sa SEC? Or should we consider calling off the partnership? Please enlighten me, worried lang po kasi ako kasi wala pa tlaga permit. nagkataon lang po tlaga na after few months na registered kami sa SEC, wala na din gaanong activity sa business.

  58. Mark Angelo Avatar
    Mark Angelo

    Greetings po Sir Bong,

    Nagbalak kami magbuo ng partnership, kaso foreigner po ang aking partner. Possible ba maregister ang partnership? If not, ano po ba ang magandang gawin?

    Thanks in advance po. Awating for positive response with this regard.

  59. Mac Avatar
    Mac

    Hi Mr. Bong,

    Same as above queries by Mr. Mark Angelo dated July 27, 2016. Limited funds lang capital namin, as stated ng batas my mga restriction at may capital na kailangan. May paraan ba na pwedeng marehistro ang Partnership na may non-Filipino Partner? meron akong nabasa “Under LIST B: #11. Contracts for the supply of materials, goods and commodities to government-owned controlled
    corporation, company, agency or municipal corporation (Sec. 1 of RA 5183)” meron ba required capital dito? Or yung Technical & Maintenance Services san ba nakasaad? yan po ang gusto namin hanggat maari.

    Many Thanks.

  60. eduardo montillano Avatar
    eduardo montillano

    hi! Good Day, sir Bong i have a friend at tatanong siya sa akin regarding sa business partner actually active na po ang sole proprietor operation at what should i do kung papalitan ng may ari from sole proprietor to partnership? at magkano ba dapat ang investment nya? Actually ang investment ng friend ko P350K at magkano po dapat paid-in capital ng dalawang partner nya?

  61. Ramano Avatar
    Ramano

    Sir, if i and another foreign partner want to start a hotel cum grocery in Philippines at a cost of 300000 pesos with 40 percent 60 percent investment which Government department’s approval certificate is needed. Is the investment of 300000 pesos is ok with SEC .

  62. bongcorpuz Avatar
    bongcorpuz

    Retail Trade with Foreign equity is P2.5M. Okay na yng P3M.

  63. Ramano Avatar
    Ramano

    Sir, which Government department’s approval certificate is needed for submitting to BHC. Thanks for the informaton

  64. TheBloggerBee Avatar
    TheBloggerBee

    May ko nakuha ang SEC Certification sa business ko, pero until now September hindi ko pa naireregster sa BIR, hndi pa nman kami nag operate, wla pa income, as in parang in-avail lang nmin yung business name for us. Ano ano ang penalties ko, if meron. AND ano ang best na maipapayo mo sa akin na gawin ko? Thanks! Hindi kami nag operate.

  65. Je Avatar
    Je

    Same here. Pls help. Balak na nga namin icancel yung name if ever may penalties nga. Sana naman wala :s

  66. bongcorpuz Avatar
    bongcorpuz

    Failure to Register with the BIR is subject to a fine of not less than P5,000 but not more than P20,000 and imprisonment of not less than 6 months (Sec 275, NIRC) but not more than 2 years per BIR Violation Code 236/258. However, compromise fees as follows: a. Cities 20,000 b. 1st class municipalities 10,000 c. 2nd class municipalities 5,000 d. 3rd class municipalities 2,000

  67. bongcorpuz Avatar
    bongcorpuz

    Je, see reply to the BloggerBee.

  68. Lotis ayado Avatar
    Lotis ayado

    Hi sir ask ko Lang po kung anong gawin namen 4 po kaming investors pro Yong nkapangalan ang business sa isa Lang po kc nsa abroad po kming tatlong invenators ngayon gusto po nmen e register to partnership ano po dapat gawin please help po kailangan na po nmen e renew ang business permit this month…ang problem po di po nkipag cooperate Yong nka pangalan sa business nmen ano po ang gagawin?

  69. Don Riparip Avatar
    Don Riparip

    Inquiry: Hi Sir! Goodmorning! Magtatanong lang po ako regarding sa online registration ng SEC (CRS). Completed ko na po yung steps, including pag upload ng AP at Cover Sheet. Inacknowledge naman nila sa email na irereview nila. pero 2 weeks na wala pa silang feedback. Wala naman silang binigay ng instruction na pumunta kami sa SEC office. May idea po ba kayo what next na gagawin? I’ve been calling them too pero di ko sila macontact. Thank you so much!

  70. bongcorpuz Avatar
    bongcorpuz

    Lotis, that is the usual problem of partners starting a business as single proprietorship. The best thing to so is discuss with your partner that purpose and objective why you started the business in the first place. Else, you cant enforce your partner to otherwise.

  71. bongcorpuz Avatar
    bongcorpuz

    Don, SEC has problem in their online facility. But I think the agency is doing its best to correct it.

  72. maureen Avatar
    maureen

    Hi sir, just wanna ask, is it possible to register a husband-wife Partnership under SEC? the two of us will be managing the business. tnx

  73. bongcorpuz Avatar
    bongcorpuz

    Hi Maureen,

    Yes, you can register a husband-wife partnership. In fact, you can even include your family.

  74. maureen Avatar
    maureen

    so I can also include our 2 daughters aged 12 and 10? what would be the additional requirement/s sir if we plan to include our kids? tnx so much

  75. bongcorpuz Avatar
    bongcorpuz

    Legal age is required to enter into a contract, thus, your 12-year old daughters cannot be included.

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