HOW TO REGISTER A CORPORATION

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When my previous Japanese boss entrusted me with the establishment of our company, I doubted myself whether I could do it since I had no experience about corporate matters. I felt it was difficult yet a  challenging task for me. I couldn't even comprehend well the terms and steps when a lawyer explained it to me for the first time.  But as we started the process, I was able to grasp knowledge on how to do it.

 

I have met some businessmen both local and foreign. Based from my conversation with them, they also had same experience with me.

 

I wrote this article, "How To Establish a Corporation in the Philippines" because I want to share my experience hoping that it will be helpful to those who are planning to start their own corporation.

 

 

I. First Step – Register with Securities and Exchange Commission (SEC)

 

• Come up with three (3) names.  Verify  and make reservation of the chosen corporate name at Name Verifaction Unit ( NVU) at the nearest SEC office ( V. Rama Ave. Cebu City) or you can do it online. Visit their 24-7 portal: SEC iRegister. Kindly sign in so you will be allowed  to verify the availability of the name.

 

Note: Go to Corporate Registration and Monitoring Department section (CRMD) at SEC office for further assistance. 

 

• Prepare Articles of Incorporation and By-Laws- The draft is usually done by a lawyer.

• Deposit the minimum paid-up capital in the bank. Secure the bank certificate of deposit, as this is one of the documents that you have to submit to the SEC. Also prepare board of resolution authorizing the Treasurer in Trust to open a bank account and transact with the bank.

• Prepare the following documents:

 

(i) Treasurer’s Affidavit/Authority to Verify Bank Account;

(ii) Written Undertaking to Change Corporate Name by any Incorporator or Director, and

(iii) Registration Data sheet. 

 

•  File the complete documents at the CRMD, upon payment of the requisite filing fees

.  

Note: For certain corporations, an endorsement from other government agencies is required, depending on the purposes of the corporation. ( In my our case since it's a language school, we were required to get endorsement letter from TESDA Region 7.

 

         Upon submission of all the documents, you will get the CERTIFICATE of REGISTRATION from SEC after a week or two. You can also try their  "Green Lane", which offers one-day releasing of Certificate of Registration (COR), however, you have to make sure all the documents are complete and notarized on that day.

 

II. Second Step –– Register with LGU (Mayor’s Permit, Barangay Clearance, Sanitary, Fire Safety, SSS, HDMF or Pag-ibig, Philhealth and etc. )

 

There are three (3) steps to follow:

 

• For Issuance of Assessment for Payments

• For Issuance of Mayor’s Business Permit

• For Verification of Requirements

 

Refer to the link  for the complete steps and requirements (Cebu City Hall)

 

 

Note: This process will take thirty (30) days to sixty (60) days assuming you have completed and submitted all the requirements.

 

III. Third Step – Register with Bureau of Internal Revenue (BIR)

 

Before processing your BIR registration, make sure you already have the following documentary requirements below:

 

• Certificate of Registration from SEC ( with Articles of Incorporation)

• Contract of Lease/ Land Title or Tax Declaration

• Mayor’s Permit and Barangay Clearance

 

Note: Once you have all the requirements above, go to Revenue District Office (RDO)

and fill up some forms:

 

.  BIR FORM 1903 (Application Form)

.  BIR FORM 0605 (Payment Form)

.  BIR FORM 2000 (Documentary Stamp Tax on Lease)

.  BIR FORM 2000 (Documentary Stamp Tax on Subscription)

 

 

• Submit these forms to together with the documentary requirements to an RDO officer for assessment.

 

You will have to pay Registration fee and Documentary Stamp Tax.

 

Note: Your RDO will depend on your registered business address

Follow the link to verify your RDO (Cebu City North or South)

 

•  After the assessment, go to the accredited banks for payment. Usually accredited banks are within the vicinity of the RDO or you can ask anyone from the BIR in that RDO to be sure. Submit these assessed forms to the teller of the bank.

• After the payment, go back to your RDO. Get a queue number from the guard. Go to the registration section for the receiving of your application. Wait for your turn to be called and submit a photocopy of BIR form payments, special BIR payment form (all Accredited Banks of RDO have a special payment form for BIR only) and other documentary requirements.

 

Note: RDO officer usually releases  Certificate of Registration (COR) at least two (2) weeks upon submission of all the requirements.  RDO might require you to attend a seminar about filing of taxes before you can receive your Certificate of Registration.

 

• Purchase and register Book of Accounts. Accomplished BIR Form 1905 and submit it to Registration Section.

• Apply Authority to Print (ATP) with  accomplished BIR Form 1906

 

Note: Some printing shops will process ATP as part of their service package.

 

•  Finally, print your Official Receipts (OR) / Invoices. The printing shop will require you to submit a photocopy of Certificate of Registration (2303); Application form Authority to Print (1906),  Annual Registration Form (0605)

 

Note: Base from our experience, you will have BIR Certificate of Registration after a week or two. The whole process from SEC, LGU until BIR would usually take at least ninety (90) days  or three (3) months.  

 

 

 

“The best way to predict your future is to create it” 
― Peter F. Drucker