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

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.


103 thoughts on “How to register a NON-Stock, NON-Profit CORPORATION with the Philippines SEC

    1. We were planning to set up a non-profit corporation for educational and health advocacy programs, but with the recent scandal concerning NGOs and foundations used by politicians, we heard that there will significant changes? Do you know what exactly these are?
      Would there be any tax implications for Non-Profit Corporations? Is there VAT? Do we file the same reportorial requirements like a regular corporation? What are the SEC guidelines concerning expenditures? Hope you can help us. Thank you.

  1. Hello,

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



  2. 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.

    1. Chel,

      Nope, as of this writing, electronic signatures are not accepted by the SEC. Hope we will come to that level soonest.

  3. 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.

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

  5. 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


  7. 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.

    1. 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.

  8. 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?

  9. 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

  10. 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!

  11. 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

    1. 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.

  12. 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.

  13. 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?



  14. 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.

  15. 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?

    1. 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.

  16. 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.

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

    1. 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.



  18. 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.

    1. 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).


      1. 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?

  19. 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.
    You’re amazing! Thank you!

  20. 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?

  21. 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?

  22. 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? –

  23. 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.

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

  25. 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.

  26. 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.?

  27. 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

  28. 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….

    1. Hello Mark,

      By registering your organization as a non-stock non-profit corporation means you and the members of the organization is acquiring legal standing in the eyes of the law. Further, by registering your organization with SEC, the organization itself will gain legal capacity to enter into agreements or contracts, the organization can assume obligations, incur and pay debts, sue and be sued in its own right, and to be held responsible for its actions.

  29. 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.

  30. Hi Bong,

    Are there any requirements like annual filing of financial statements, etc for non-stock corporations? Thank you!

  31. Hi! What if the non-stock, non-profit organization to be registered is a school/college orgranization? Are the requirements and procedures the same? Is the articles of incorporation and by-laws still needed? And that everyone must be of legal age? Also, is the 1 000 000 required? Thank you very much.

  32. Hi. What is the process of renewing registration for non-stock/non-profit corporation? Last registration was in 2012. Couldn’t find the info on the SEC website. Hoping for a response. Thank you very much sir.

    1. Hi Ely,

      Why is it you or your non-stock corporation would like to renew SEC registration when the said non-stock non-profit corporation only registered in 2012?

      Generally, the corporate existence of a Philippine corporation, in your case, the non-stock non profit corporation, may last up to fifty [50] years, renewable for another fifty [50] years. However, such lifetime may be shortened by a vote … you can read info on the SEC website

      1. Hi. We were told by previous officers that sec registration had to be done yearly and that the last time it was registered was 2012. Is there something else that has to be filed yearly? The non-stock corporation is for an association of seamen’s wives. Thanks for replying to my previous inquiry.

      2. Ely,

        The SEC filing your previous officers told you might be in relation to the annual General Information Sheet (GIS). If that is the case, then he is right, you need to file (submit) every year with the SEC the GIS, within thirty (30) calendar days from the date of the annual stockholders’ (or stakeholders) meeting. Please refer to this link and this link for more information.

  33. Hi!
    1. Are Faculty Clubs required to be registered with SEC? (Public School) If so, why?
    2. Is the Club also required to register for BIR Receipts if the same is for the sole purpose of collection of membership fees (for the sustenance of the club)?

    Thank you so much in advance.

    1. Hello Faculty Club,

      Club is defined as an association or organization dedicated to a particular interest or activity. Now, under Section 5 of the Securities Regulation Code, Rep. Act. 8799, the Commission shall have jurisdiction and supervision over all corporations, partnerships or associations who are the grantees of primary franchises and/or a license or permit issued by the Government.

      Thus, club is sanctioned by SEC. Further, you need to register the club with the BIR for the issuance of receipts. While its obvious that the primary purpose of official receipts are for membership fees, the club would need the same official receipts for any supplemental or incidental activities like for example training & seminars and other activities organized by the club for the purpose of raising funds.

  34. Hi!
    1. are Student council is required to register @ SEC btw we collected almost 4.6 M per year. but the money is in accounting office not on our hands.

    2. what are the advantage of having that registration.

    3. what are the processes?

    thanks! 😀

    1. Keith, 1st, a student council is different from a student organization. The latter may be registered with the SEC as a non-profit organization depending on its objectives. Student council, on the other hand, is sanctioned by the school for its a representative structure for students only. The powers and duties of the council are clearly defined by its constitution. Generally, funds of the council shall consists of student fees collected by the school administration and shall be deposited in a special fund in accordance with the school guidelines.

  35. Hi Sir.
    I just would like to ask you a hypothetical question.

    Foundation A was once a fully operational foundation.However, for a number of years now, the Foundation undertakes very few transactions. The personnel handling the foundation has failed to renew its registration for consecutive years now. But according to her, no notice for closure has been issued to the foundation yet.

    Now the owners want to revive the foundation. Are there any special process/steps we need to do in order to reorganize the foundation? Or should we just re-register it using the usual process as if it’s a new entity, (but of course, with the same name.)

    Thank you in advance for answering my question.


  36. We are registering our non-stock, non-profit association, graduates of an elem. school… My question is “Should the officers come also from the incorporators or even those who are not incorporators can be officers? Need your advice badly ASAP.

  37. Hello,
    The information above is really helpful. Thank you…

    I have a question below pls.

    I went to SEC to apply for a foundation (education sector). I was told that we need a 1M capital or seed money as stated in

    in Section 2 of the SEC Memorandum Circular No. 8-2006. – #6. Notarized Certification of Bank Deposit of the amount of not

    less than One Million Pesos (P1,000,000.00);
    – If i lend our foundation 1M as show money just for incorporation, can i get it back? (this is my company or personal

    money which i can lend for 30-45 days, but i need it back afterwards.)
    – Why is there a need for 1M? The reason why we are putting up a foundation is to raise funds and use the foundation to

    show that we are a legit entity(foundation).
    We have and are giving out support to schools in the provinces already so we decided to form a foundation so we can reach

    more schools and get some grants or support here esp. abroad. Before there was no 1M bond.
    Thank you and more power.

  38. Hi Good morning, Can i ask something about foreign foundation?
    1. If they put here in philippines, there foundation do they need to register it? what is the requirements, guidelines and regulations regarding this?

    2. if we do a solicitation, what will the requirements too?

    3. Do they need some documents for this??

    thank you and hoping for your immediate response.

    Maricel G.

  39. Hi Sir Bong! Am glad you have this blog. My concern is like this.
    1. We plan to register our alumni association as a non stock non profit organization.
    2. Our purpose is to have legal standing in the eyes of the law.
    3. We plan to raise funds to help our school pay its loan for the new building .
    4. How much deposit would be required by the commission for our alumni association to be registered? We dont have funds yet.
    Would appreciate to receive your most awaited reply. Thank you.

    From: Vella

  40. hi sir.

    kapag registerd na po ang asociation gano ito katagal bago
    ma expired kung meron man at pano ang process ng
    pag rerenew? salamat

  41. Hi Sir Bong. I need your advice. My sister has established Foundation in Canada and registered it there recently. Their law allows even 3 incorporators only, would this be valid here in the Philippines? I sent to my sister the reqts in sec reg for non stonk non what I have found in the website. Am i allowed to be the resident agent,and perform the registration in sec,bir and other relevant agencies? Do we need to secure permit from DepEd since the primary purpose is to distribute school supplies,uniforms,school fees? Can you pls send me your detailed list of reqts for foreign non stock non profit wishing to establish branch here in philippines? Gocd bless and more power

  42. Hi Sir Bong. May I ask your advice… My sister registerer a non profit org in Canad a (foundation) and she plans to establish branch here in Phils, their law allows even 3 incorporators only, would that be valid in Phils? What are the list of reqts needed? Am i qualified to be a resident agent and be the one to process the reg to sec,bir and other relevant agencies? If so, how long will it take to register it here?

    Thank you and God bless.

  43. hi my father just want me to get the form to fill up for NGO are there any fees for the forms to get at the sec? do SEC has downloadable form for that?

  44. Hi Sir Bong,
    I need an advice. We’re planning to establish an animal rescue organization. What are the requirements for this? Been trying to find specific information regarding this for a long time but we cannot find any. Thanks for the help!

  45. Hi Bong ,
    I have a Filipina friend residing in Japan who is already doing charity works both in the Philippines and Japan. She actually adopted one of the public schools in bohol because she’s boholana. She even raised funds and donated to the victims of past calamities like yolanda. She wanted to formally have a npo but curious if she could include me as member even if I’m not one of the sources of the funds. I’m an ordinary employee don’t earn that much my only contribution is to volunteer. Also she’s wondering if she could include Japanese like her husband who is her patner in fund raising. She has some Japanese students who are interested to join the organization. Please give us a shed of light. Thank you

  46. We are forming a non-stock, non-profit organization with a cultural and educational purpose. Can the treasurer be of foreign citizenship and a non-resident of the Philippines? Thank you.

    1. Hello Jose,

      Per SEC-OGC Opinion 12-01, foreigners are prohibited from being elected as officers of the corporation, such as President, Vice-President, Secretary & Treasurer. The same is true where there is a constitutional or statutory provision imposing specific nationality requirement.

  47. Hi,

    I would like to ask how to register and what are the requirements for registration of a non-profit organization such as National Federation of Junior Philippine Institute of Accountants – Region 1 and CAR?

    Thank you!


  48. hi were planning to convert from stock to non stock assoc. as per sec rules we merely have to amend the AOI but im not aware as to the other details of the conversion. how about the distribution of the assets? is there a specific sec regulation re this? tried researching but i cant seem to find one. would appreciate your thoughts re this

    1. Hi!  Could you possibly give me info. on how to dissove a registered non-stock, non-profit organization.  We were registered more more than a year only.  But, the person who volunteered to processs the mayor’s perrmit and business permit failed to do that.  We are now running after him for the documents which, it seems, he refuses to return to us.  Can we just apply for lost documents?  What steps should we do? Emily

      From: To: Sent: Friday, July 29, 2016 8:10 AM Subject: [New comment] How to register a NON-Stock, NON-Profit CORPORATION with the Philippines SEC #yiv7164620604 a:hover {color:red;}#yiv7164620604 a {text-decoration:none;color:#0088cc;}#yiv7164620604 a.yiv7164620604primaryactionlink:link, #yiv7164620604 a.yiv7164620604primaryactionlink:visited {background-color:#2585B2;color:#fff;}#yiv7164620604 a.yiv7164620604primaryactionlink:hover, #yiv7164620604 a.yiv7164620604primaryactionlink:active {background-color:#11729E;color:#fff;}#yiv7164620604 vylvinarina commented: “Hi!I just want to confirm, can we register a family owned restaurant/bar business as a non-stock corporation? Thank you!” | |

    2. Hi Vylvinarina,

      No, what you need to put up is a partnership, single proprietorship, or stock corporation unless your goal and purpose of putting up a restaurant is for the greater good of your country :). Please be informed that non-stock non-profit corporation is organize for the purpose of not earning profit like for example foundation, association, etc.

  49. Hi Sir,
    How does a non-stock, non-profit foreign foundation (LIVESTRONG cancer foundation) operates here in Philippines? Do we need to have SEC registration as subsidiary? Thanks

  50. Hi I am am an Australian based NGO and is thinking if it is possible to start a feeding the poor program working through a Philippine based church. What are the requirements and what is the process, do I need to be a registered NGO in Philippines? how? Thank you.

  51. hi,it helps me a lot this article but i wanted to know if the foundation will be build by the foreigner and they decide to help our children here in the philippines how much it cost all for the npo and what are the others concerns they will have to know… let me know po so i can help them with our laws.

  52. hello sir Bong, Happy New Year! please help me to what process or procedure we can do. We are planning to put up a foundation with my former classmates and batchmates also in order to have some charitable activities such as: gift giving, feeding program, medical mission, etc. which we did these already in some other places. This is actually one of our ways to sustain our bonding, camaraderie , friendships and get together. We are trying to envision our group or target foundation a one of a kind club, organization, foundation or whatever it may be, doing good things to some less fortunate people, families, etc.. please help us what could be the first step or the procedure we can do to realize our dream to be. we are so confused and hesitant to accept some donations or financial assistance from our batchmates who are voluntarily giving.. Than you.

  53. Can you still appeal if the name you want to register failed. Its a two name. Victory Caravan. Tjere are ten hits with either victory and caravan but no caravan. Thanks

  54. Can you still appeal if the name you want to register failed. Its a two name. Victory Caravan. There are ten hits with either victory and caravan but no victory caravan. Thanks

  55. We like to get licence to establish a non profit org of volunteers. to help preserve cultural heritage starting with cultural and heritage awareness, we do not have the money to establish a foundation. please help us.

  56. Hello. I’m thinking of running an informal animal shelter for now (like a private residence with pets). Will there be a drawback if I register at a later time, like when I already have funding or a board of directors? It doesn’t seem practical now if I just have 1-2 rescued animals.

  57. Hello Sir Bong. I would just like to ask about student organizations. Should they be SEC registered? Is it okay if they are not?

    1. Normally, student organizations are sanctioned by the School (University) per se. However, you can register one with the SEC as long as you fulfilled the basic requirements for a non-stock non-profit organization.

  58. in case, existing non-stock corporation planning to convert to stock corporation? can the corporation make amendment in its articles of incorporation? changing from non-stock to stock corporation and submit to SEC.

    or will register and organized new corporation with SEC instead.

    what will be the best thing to do?

  59. Hi. After SEC Registration, are associations required to have Mayor’s Permit if the incorporators and members are not full time employees of the assoc, they have their own businesses and just doing the group for camaraderie? There is a need for a BIR registration but how about the mayor’s permit, sss, bir, pag ibig, and philhealth

    1. Tob, the employees have no bearing in the Mayor’s permit registration. The association has a separate juridical personality that is permitted to operate, enter into a contract, paid wages and so forth.

  60. Mr. Bong please help, we want to register a non-stock non-profit organization of bikers in our place whose advocates shall be to promote camaraderie to other fellow riders, the act of a safer and responsible driving and the preservation of danger-free streets for riders. How we can do it and how much is the total cost of registration – start to finish? Thank you

  61. Hi, i have read all your replies and found the answers to my questions except for one. I am a Filipina living in Switzerland and would like to form a non profit organization in the Philippines, can I be President? I am setting this up now in preparation for when my husband & I will retire in the Philippines in the near future. If the organization will rely solely on donations/contributions from members, do we need to issue receipts and thereby register with the BIR? Okay, that’s 2 questions! 🙂 Thank you for this forum, it is very informative and has been useful to me and I’m sure to others as well…

  62. hello bong,

    we are in 90 % for non-stock and non-profit sec registration. im confused about this CRMD what is this? we are motorcycle club and we are applying for sec registration for a club to be legalized. pls help what does this CRMD means? and where is this located? we only apply at online. we need to pay 2000php where we will pay this? theres no reference number given on the web site.


    1. Hello,

      90% means you are not yet at 100% completion. One of the reasons, is the uploading of your Articles of Incorporation and documents alike.

  63. HI BONG,
    We are planning to put up a private owned public children’s library in our barangay. We want to have a legal personality for our solicitation of childrens books and educational toys. Do we have to contribute 1M for us to be able to register as a non profit non stock corporation? I hope you can enlighten me on this. TIA
    ally santana

  64. how to fill-up the membership books of non-stock corporation of tricycle drivers and operators association?

  65. hi sir bong. im joefel founder of PAL-3 BIKERS CLUB i just would like to know kong paano po kami makakapag apply at makakuha ng sec number kasi balak po namin na iparegister po ang bikers club namin.. samahan po kami ng siklista sa cavite po. salamat ng marami sa inyo pong sagot.

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