SEC REGISTRATION REQUIREMEN

DOCUMENTARY REQUIREMENTS FOR REGISTRATION OF CORPORATIONS AND PARTNERSHIPS ( as of June 1, 2012 )

All applications and supporting documents must be in four (4) copies and ha

Documents signed abroad must be authenticated by the Philippine Emba signed.

All audited Financial Statements and special audit reports must be certif Accountant (CPA), with Statement of Representation filed with the SEC. Said No., PRC/BOA No. and the PTR No. of the CPA.

All applications must indicate the Tax Identification Number (TIN) of the in corporations, and partners for partnerships.

I. REGISTRATION OF CORPORATIONS A. STOCK CORPORATION Basic Requirements

1. 2. 3. 4.

Name Verification Slip (secure online or from SEC Name Verification Unit ); Articles of Incorporation and By-laws; Treasurers Affidavit; and Joint affidavit of two incorporators undertaking to change corporate name immediately upon receipt of notice or directive from the Securities

and Exchange Commission that another corporation, partnership, or person has acquired a prior right to the use of that name or that name has been declared misleading, deceptive, confusingly similar to a registered name, or contrary to public morals, good customs or public policy. (not required if the Articles of Incorporation have a provision on this commitment ). Additional Requirements

5. 6.

7.

8.

9.

Endorsement/clearance from other government agencies, if applicable. For corporations with foreign equity: Proof of remittance by non-resident aliens and foreign corporate subscribers to register their investment with the Bangko Sentral ng Pilipinas ( BSP ) or an affidavit that they will not register their investment with the BSP For corporations with more than 40% foreign equity: application form required by the Foreign Investments Act of 1991 (R.A. 7042, as amended) For corporations with applications with the Philippine Economic Zone Authority (PEZA), Subic Bay Metropolitan Authority (SBMA), Clark Development Corporation (CDC), Cagayan Economic Zone Authority (CEZA) or other economic zones: Certificate of Authority or endorsement from said government agencies Additional requirements based on kind of payment of subscription indicated hereunder a. Cash to register their investments with the BSP: BSP standard bank certificate of inward remittance. b. Land and/ Building/Condominium Unit 1. Description of the property showing the name of its registered owner, location, area, TCT No., tax declaration number and the basis of

1. For corporations with foreign subscribers who want

the transfer value (market value/assessed value/ zonal value or appraised value ), signed by the treasurer of the corporation; 2. Copy of TCT/CCT and tax declaration sheet, as certified by the Register of Deeds and the Assessors Office, respectively; 3. If transfer value is based on zonal value: Latest zonal valuation certified by the Bureau of Internal Revenue (BIR); 4. If transfer value is based on appraised value: Appraisal report by a licensed real estate appraiser (not more than six [6] months old); 5. Deed of assignment with primary entry by the Register of Deeds; 6. If property is mortgaged: Mortgagee/creditors certification on the outstanding loan balance and his consent to the transfer of property ; 7. For assignment of a building where the assignor is not the owner of the land: Lease contract on the land and consent of the land owner to the transfer; 8. Affidavit of the transferor that the building/condominium unit is existing and in good condition; and 9. Affidavit of undertaking by any incorporator or director to submit the proof of transfer of the property within the prescribed period. c. Untitled Land If the property/ies involved are untitled lands classified by the Bureau of Lands and the Department of Environment and Natural Resources (DENR) as alienable and disposable lands and are not covered by the Comprehensive Agrarian Reform Law of 1988 ( R.A. 6657 ), the following documents should, in addition, be submitted: 1. Duplicate original or certified true copies, insofar as may be applicable, or: (i) Proof of possession or that the subject land had been in the possessors open, peaceful, continuous and uninterrupted exclusive possession in

the concept of an owner for a least thirty (30) years and that the possessor had introduced improvements thereon, if any, (submit a certification of the authorized officer of the barangay where the property is located, and at least two (2) adjoining property owners or possessors, attesting to the transferors possession of the property or claimants of the property; and payment of corresponding local real estate taxes); (ii) Duplicate original or certified true copies of the tax declaration, tax receipts and local real estate tax clearance; (iii) Affidavit executed by the transferor attesting that; (a) His adverse, continuous and open possession of the untitled property may ripen into ownership by virtue of acquisitive prescription; (b) The subject property is not tenanted (submit Affidavit of Non-Tenancy); (iv) Duplicate original or certified true copies of any deed, conveyance, mortgage, lease, or other voluntary instrument affecting the untitled property duly recorded in the office of the Register of Deeds for the province or city where the land is situated, pursuant to Sections 3 and 113 of PD No. 1529; (v) Affidavit executed by the transferor attesting to the: (a) Existence ( or non-existence ) of easements over the untitled property; (b) Kind or description of the easement/s and its location; and (c) Whether the transferor is the dominant estate or the servient estate by virtue of such easement/s (vi) Undertaking (under oath) of the transferor/subscriber to answer for any liability that the corporation might incur by virtue of the

acceptance of said property as paid-up capital; 2. Clearance or certification from the Department of Agrarian Reform attesting to the following: (i) there is no other application or claimant to the untitled land; (ii) it has not issued any Certificate of Land Ownership Award (CLOA) over the property to any other party; or (iii) the land is exempted from the coverage of the Comprehensive Agrarian Program of the government; 3. Blue Print Survey of the Plan, as approved by the Bureau of Lands, showing the inclusion of such lands. d. Inventories /Furniture/Personal Properties 1. Description of the property and the basis of transfer value (market value or book value ) signed by the treasurer of the corporation;
2. Special audit report by an independent CPA on the

verification and valuation of the Property, or appraisal report by an accredited appraisal company, which is not more Six (6) months old, on the valuation of the property;
3. Deed

of assignment corporation; and

of

the

property

to

the

4. Affidavit of the transferor that the inventories/

furniture/personal properties are existing and in good condition.

e. Heavy Equipment and Machinery

1.

Description of the heavy equipment or property

2.

3. 4.

and the basis of transfer value (book value or appraised value) signed by the treasurer of the corporation Appraisal report by a licensed mechanical engineer (not more than six [6] months old). If the property is imported, the valuation report of the BSP shall be submitted; Deed of assignment of the heavy equipment or property to the corporation; and Affidavit of the transferor that the heavy equipment/machinery is existing and in good condition. f. Shares of Stock

1.

2. 3. 4. 5. 6.

7.

Description of the shares of stock showing the name of stockholder, stock certificate number, number of shares and the basis of transfer value (market value or book value) signed by treasurer of the corporation Audited financial statements of the investee company as of the last fiscal year, stamped received by the SEC and BIR; Deed of assignment of the shares of stock to the corporation; Certification by the corporate secretary of the investee company that the shares are in the name of the assignor; Photocopy of the stock certificates (the original copy should be presented for verification); If shares of stock are listed in the stock exchange: Latest market quotation in the newspaper or certification from the stock exchange/broker on the latest market price of the shares of stock ; and Affidavit of undertaking by any incorporator or director to submit the proof of transfer within the prescribed period.

g. Motor Vehicles

1.

2.

3. 4. 5. 6.

Description of the motor vehicles showing the name of the registered owner, make/model, plate number, chassis number, motor number, certificate of registration number, and market value, signed by the treasurer of the corporatio Photocopy of the Certificate of Registration and official receipt of annual registration fee (the original copy should be presented for verification); Appraisal report by a licensed automotive engineer (not more than six [6] months old); Deed of assignment of the motor vehicle to the corporation; Affidavit of the transferor that the motor vehicle is existing and in good condition; and Affidavit of undertaking by any incorporator or director to submit the proof of transfer within the prescribed period. h. Sea Vessel/Aircraft Description of the vessel/aircraft showing the name of the registered owner, registry number, technical description, and appraised value signed by the treasurer of the corporation; Certified true copy of the certificate of ownership; Certificate of seaworthiness/airworthiness issued by the appropriate government agency; Appraisal report by a licensed maritime or aeronautical engineer (not more than six [6] months old); Deed of assignment of the vessel/aircraft to the corporation; Affidavit of the transferor that the sea vessel/aircraft is existing and in good condition; Affidavit of undertaking by any incorporator/director to submit the proof of transfer within the prescribed period.

1.

2. 3. 4. 5. 6. 7.

1. 2. 3.

i. Intangibles Photocopy of the certificate of registration of intellectual property rights or mining permit (for mining claims/rights); Appraisal report by an accredited appraisal company (not more than six [6] months old); Deed of assignment of intangibles to the corporation. j. Net Assets (by way of conversion of single proprietorship/partnership into corporation or by way of spin-off)

1. 2.

3. 4. 5. 6.

7. 8. 9. 10.

Articles of Dissolution of Partnership; Audited financial statements of the single proprietorship or partnership or division of a corporation (for spin offs) as of the last fiscal year; Long-form audit report of item 2; Deed of assignment of the assets and liabilities to the corporation; Separate deed of the assignment for the land with primary entry by the Register of Deeds List of creditors, with the amount due to each creditor certified by the auditor or certified under oath by the company accountant and the written consent of each creditor; Description of the properties with certificate of registration/titles and their respective book values; and Photocopy of the Certificate of Registration of the motor vehicle (the original copy should be presented for verification); Photocopy of the TCT/CCT and tax declaration sheet, as certified by the Register of Deeds and the Assessors Office, respectively; and For single proprietorships: Department of Trade and Industry (DTI) Certificate of Registration.

Notes :
1. Items 5 to 10 shall be complied with only if applicable 2. The corporation should use the name of the

partnership, drop the word company and add either the word corporation or incorporated, or its abbreviation 3. The filing of the Articles of Dissolution and Articles of Incorporation or Increase of Authorized Capital Stock should be simultaneous.

B. NON-STOCK CORPORATION

Basic Requirements 1. Name Verification Slip; 2. Articles of Incorporation and By-laws; 3. Joint affidavit of two incorporators undertaking to change corporate name in the event another person entity or firm has acquired a prior right to the use of the same name or one similar to it (not required if the Articles of Incorporation have a provision on this commitment); 4. List of members, as certified by the corporate secretary, unless already stated in the Articles of Incorporation; and 5. List of names of contributors or donors and the amounts contributed or donated, as certified by the treasurer. There shall be no fixed amount of contribution required but only such reasonable amount as the incorporators and trustees may deem sufficient to enable the corporation to st art operation, except in the case of foundations which must have a minimum contribution of at least One Million Pesos (P1,000,000.00).

Additional requirements

1.

2.

3. 4.

For Foundations: Notarized certificate of bank deposit of the contribution of not less than P1,000,000.00: and statement of willingness to allow the SEC to conduct an audit For religious corporations: Refer to Sections 109-116 of the Code, and an affidavit of affirmation or verification by the chief priest, rabbi, minister or presiding elder For federations: Certified list of memberassociations by corporate secretary or president For condominium corporations/associations: Master Deed with primary entry of the Register of Deeds and certification that there is no other existing similar condominium association within the condominium project

II. LICENSING OF FOREIGN CORPORATIONS

A. BRANCH OFFICE and REPRESENTATIVE OFFICE

1.

Application Form a. SEC Form No. F-103 - for Branch Office

b. SEC Form No. F-104 - for Representative Office c. SEC

Form No. corporations

F-108

for

Non-stock

2. Name Verification Slip;

3.

Authenticated copy of the board resolution that (a) authorizes the establishment of branch or representative office in the Philippines; (b) designates the resident agent to whom summons and other legal processes may be served to the foreign corporation; and (c) states

that in the absence of such agent or upon cessation of its operation in the Philippines, any summons or legal processes may be served to SEC as if the same is made upon the corporation at its home office; 4. Financial Statements as of a date not exceeding one (1) year immediately prior to the application, certified by an independent CPA of the home country and authenticated before the Philippine Consulate/Embassy; 5. Proof of Inward Remittance, such as bank certificate; 6. Resident Agents acceptance of appointment (not required if the resident agent is the signatory in the application form); and 7. For Representative Office and Branch Office of nonstock corporations: Affidavit signed by the resident agent stating that the applicant is solvent and in sound financial condition. B. REGIONAL HEADQUARTERS and REGIONAL HEADQUARTERS OR AREA

OPERATING

1. 2. 3.

Application Form; Name Verification Slip; A certification from the Philippine Consulate/Embassy or the Philippine Commercial Office or from the equivalent office of the Philippine DTI in the applicants home country that said foreign firm is an entity engaged in international trade with affiliates, subsidiaries or branch offices in the Asia Pacific and other foreign markets; in case the certification is issued by the equivalent office of the Philippine DTI, the same shall be authenticated by the Philippine

Consulate/Embassy; 4. A certification from the principal officer of the foreign entity that the said foreign entity has been authorized by its board of directors or governing body to establish its regional or area headquarters or regional operating headquarters in the Philippines; and 5. Endorsement of the Board of Investments (BOI). Notes: Within 30 days from receipt of license, the following shall be submitted:
a. For Regional or Area Headquarters:

proof of

remittance of at least US$50,000

b. For Regional Operating Headquarters: proof of

remittance of at least US$200,000 if not submitted with the application papers. III. REGISTRATION/ PARTNERSHIPS RECORDING OF

Basic Requirements

1. 2. 3.

Name Verification Slip; Articles of Partnership; and Joint affidavit of two partners undertaking to change partnership name in the even another person, entity or firm has acquired a prior right to the use of the same name or one similar to it (not required if Articles of Partnership has provision on this commitment). Additional requirements

1. 2.

Endorsement/clearance from other government agencies, if applicable For partnership with foreign partners a) SEC Form No. F- 105

b) Bank certificate on the capital contribution of the partners c) For foreign partners who want to register their investments with the BSP: Proof of remittance Note: If it is a limited partnership, the word Limited or Ltd should be added to the partnership name. Articles of Partnership of limited partnerships should be under oath only (Jurat) and not acknowledged before a notary public.

IV.

OTHER APPLICATIONS A. FOR CORPORATIONS

I. AMENDED ARTICLES OF INCORPORATION (for stock and non-stock domestic corporations )

1. Amended Articles of Incorporation; and 2. Directors or Trustees Certificate a notarized

document signed by a majority of the directors or trustees and the corporate secretary, certifying (i) the amendment of the Articles of Incorporation and indicating the amended provisions, (ii) the vote of the directors or trustees and stockholders or members, (iii) the date and place of the stockholders or members meeting; and (iv) the tax identification number of the signatories which shall be placed below their names.

Additional Requirements
1. Endorsement/clearance

from other government agencies, if applicable if the provision to be amended is the corporate name,

submit the following a. Name Verification Slip

b. Affidavit of a director, trustees or officer undertaking

to change corporate name in the event another person, entity or firm has acquired a prior right to the use of the same name or one similar to it.

II. AMENDED BY-LAWS (for stock and non-stock domestic corporations)

1. Amended By-laws; and 2. Directors or Trustees Certificate a notarized document signed by a majority of the directors or trustees and the corporate secretary, certifying to (i) the amendment of the By-laws, indicating the amended provisions, (ii) the vote of the directors or trustees and stockholders or members, (iii) the date and place of the stockholders or members meeting, and (iv) the tax identification number of the signatories which shall be placed below their names.

III. INCREASE CAPITAL STOCK

OF

AUTHORIZED

Basic Requirements

1. 2.

Certificate of Increase of Capital Stock; Treasurers Affidavit certifying the increase of capital stock, the amount subscribed and the amount received as payment;

3.

4. 5.

6.

List of stockholders as of the date of the meeting approving the increase, indicating the nationalities of the subscribers and their respective subscribed and paid-up capital on the existing authorized capital stock, as certified by the corporate secretary; Amended Articles of Incorporation; Notarized directors certificate certifying (a) the amendment of the Articles of Incorporation increasing the authorized capital stock, (b) the votes of the directors and the stockholders, and (c) the date and place of the stockholders meeting, which shall be signed by a majority of the directors and the corporate secretary; and Audited financial statements as of the preceding fiscal year, stamped received by the SEC and the BIR.

Additional requirements depending on the kind of payment on subscription

A.

Cash

1.

2. 3.

4.

A report by an independent CPA on the verification of the cash payment on subscription to the increase in accordance with the Guidelines on On-site Verification provided for in SEC Memorandum Circular No.6, series of 2008; Copy of the official receipt, deposit slip, bank statement or passbook and, for foreign Equity, Certificate of Inward Remittance; Trial balance as of the end of the month immediately preceding the submission of the requirements, which shall include the additional capital infusion, as certified by the company accountant; and Written waiver of pre-emptive rights by non-

subscribing stockholders. 5. In case of Rural Banks: a. Notarized bank certification to be signed by majority of the banks board of directors in accordance with the Form required by BSP.
b. List of stockholders of record with their respective

subscribed and paid-up before and after the increase and list of subscribers to the increase with their respective subscription and payment as presented to and approved by the BSP. Note: Item 1 need not be submitted if payment on subscription is already reflected in the audited financial statements (item 6 of the basic requirements), and the additional capital infusion is reflected in the cash flow statement

B.

Conversion of advances/liabilities to equity

1.

A report by an independent CPA on the verification of the advances to be converted to equity in accordance with the Guidelines on Onsite Verification as provided for in SEC Memorandum Circular No. 6, series of 2008; 2. Detailed schedule of the liabilities to be offset, as of the date of trial balance, as certified by the company accountant; 3. Trial balance as of the end of the month immediately preceding the submission of the requirements, which shall include the subject advances or liabilities, as certified by the company accountant; and 4. Deed of Assignment signed by the creditor or subscriber assigning the advances as payment for his subscription. Note: If the advances are reflected in the audited financial statements (item 6 of the basic requirements), submit a certification from the

auditor identifying the creditors and the amount owed to each, in lieu of item 1

C.

Stock dividends Long form audit report on the audited financial statements (item 6 of the basic requirements), which shall include an analysis of the retained earnings account for the preceding five (5) years; List of stockholders entitled to the stock dividend with their respective outstanding shares and the allocation of the stock dividends, as certified by the corporate secretary; and Certification by the corporate secretary on the treatment of the resulting fractional shares, if any. Reconciliation of retained earnings available for dividend declaration, certified by an independent auditor as provided for in SEC Memorandum Circular No. 11, series of 2008. For other forms of property as payment, submit the additional requirements enumerated for registration of stock corporation IV. DECREASE CAPITAL STOCK OF AUTHORIZED

1.

2.

3. 4.

D.

1. 2. 3.

Certificate of Decrease of Authorized Capital Stock; Audited financial statements as of last fiscal year, stamped received by the SEC and the BIR; If it involves a return of capital: Long form audit report and list of creditors with the amount due to each certified by the auditor or certified under oath by company accountant and written consent of each creditor;

4. 5. 6.

7.

List of stockholders before and after the decrease, as certified by the corporate secretary; Amended Articles of Incorporation; Notarized directors certificate certifying (i) the amendment of the Articles of Incorporation to decrease the authorized capital stock, (ii) the votes of the directors and the stockholders, and (iii) the date and place of the stockholders meeting, which shall be signed by a majority of the directors and the corporate secretary; and Publishers affidavit of the publication (once only) of the decrease of capital in a newspaper of general circulation. V. RECLASSIFICATION/DECLASSIFICATI ON/CONVERSION OF SHARES

1.

2. 3.

4.

Notarized directors certificate certifying (i) the amendment of the articles of incorporation classifying the shares of stock, (ii) the votes of the directors and the stockholders, and (iii) the date and place of the stockholders meeting, which shall be signed by a majority of the directors and the corporate secretary; Amended Articles of Incorporation; List of stockholders showing the names, nationalities and stockholdings before and after the reclassification/declassification/conversion, as certified by the corporate secretary; and Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR. VI. MERGER/CONSOLIDATION

1. 2. 3.

Articles of Merger/Consolidation; Plan of Merger/consolidation; List of stockholders of the constituent corporations before the merger/consolidation, and list of stockholders of

record of the surviving corporation after the merger/consolidation, as certified by the corporate secretary; 4. Certification, under oath, by the corporate secretary, on the meetings of the directors and stockholders of the constituent corporations approving the merger/consolidation; 5. Audited financial statements of the constituent corporations as of a date not earlier than 120 days prior to the date of filing of the application in accordance with PFRS 3 ( Accounting Standard on Business Combination); 6. For absorbed corporations: Long-form audit report of item 5; 7. Certification, under oath, by the president, chief finance officer or treasurer of the constituent corporations that all creditors (state cut-off date) have been properly notified of the proposed merger/consolidation; 8. If at least one of the constituent corporations is insolvent: Affidavit of publication in a newspaper of general circulation of the proposed merger/consolidation. Notes:
1. If the surviving corporation will not issue shares of

stock or create Disregard item 6

additional

paid-in

capital:

2. If the merger will be effected via increase of capital

stock: Submit also the requirements Increase of Authorized Capital Stock the registration corporatio of a stock or

for

3. For consolidation: Submit also the requirements for

non-stock

VII. INCREASE OF FOREIGN EQUITY (for corporations registered under the Foreign Investments Act )

Mode of payment
a. Assignment

of Filipino Philippine nationals

stockholdings

to

non-

1. SEC Form No. F-101 or F-102 2. Original copy of the Deed of Assignment b. Issuance of new stocks from the unsubscribed capital stock 1. SEC Form No. F-101 or F-102 2. Form F-10-1 c. Increase or Decrease of authorized capital stock 1. SEC Form No. F-101 or F-102 2. Requirements Increase/Decrease of Capital Stock d. Merger or Consolidation 1. SEC Form No. F-101 or F-102 2. Requirements for merger consolidation VIII. DISSOLUTION corporate term ) (by for

or

shortening

1. 2.

3.

4.

Amended Articles of Incorporation Notarized directors certificate certifying (i) the amendment of the Articles of Incorporation shortening the corporate term, (ii) the votes of the directors/trustees and stockholders/members, and (iii) the date and place of the stockholders/members meeting which shall be signed by the majority of directors and corporate secretary; Audited financial statements as of date of the stockholders meeting approving the dissolution or any date thereafter but not earlier than 60 days prior to the date of filing of the application; List of creditors and the amount due to each, if any, certified by the auditor or certified under

oath by the company accountant and the written consent of each creditor, or certification as to non-existence of creditors; 5. BIR tax clearance; 6. Affidavit of publication once a week for three [3] consecutive weeks in a newspaper published in the province or city where the principal office of the corporation is located, or if no newspaper is published in such place, in the business section of a national newspaper of general circulation in the Philippines of the notice of time, place and object of the meeting where the dissolution of the corporation was approved, and 7. Endorsement/clearance from other government agencies, if applicable Note: In cases where there are creditors and the consent of the creditors was not secured, the application should be in the form of a petition to be filed with Office of General Counsel of the SEC.

IX. QUASI-REORGANIZATION

1. 2. 3.

4. 5. 6. 7.

Letter requesting approval to undergo quasireorganization; Certification, under oath, by the corporate secretary, on the board resolution approving the quasi-reorganization; Appraisal report of the fixed assets (real properties, permanently installed fixed assets and machineries and equipment directly needed and actually used in the business); Schedules showing the details of the appraised properties; Latest audited financial statements of the corporation, stamped received by the SEC and the BIR; Analysis of the revaluation increment; and Projected financial statements for the next five (5) years.

X. EQUITY RESTRUCTURING
1. Letter requesting approval to undergo equity

restructuring;
2. Certification, under oath, by the corporate secretary,

on the board resolution approving the equity restructuring plan; and 3. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR XI. CREATION OF ADDITIONAL PAID-IN CAPITAL

1. 2. 3.

Letter requesting approval for the creation of the additional paid in capital; Certification, under oath, by the corporate secretary, on the board resolution approving the creation of the additional paid-in capital; and Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR. Note: For additional requirements: Refer to the additional requirements for Increase of the Authorized Capital Stock depending on the kind of payment on subscription

XII.

CASH DIVIDEND DECLARATION

1. 2. 3. 4.

Certification, under oath, by the corporate secretary, of the board resolution declaring the cash dividends; Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; and Interim audited financial statements used as the basis for such declaration (to be submitted also if the basis is other than item 2 ); Project income statement for the remaining

5.

period certified by the company accountant; Reconciliation of retained earnings available for dividend declaration certified by an independent auditor as provided for in SEC Memorandum Circular No. 11, Series of 2008 XIII. STOCK DIVIDEND DECLARATION Certification, under oath, by the corporate secretary, of the declaration of stock dividends by majority of the directors and the stockholders representing at least 2/3 of the outstanding capital stock; Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; Interim audited financial statements used as the basis for such declaration ( to be submitted also if the basis is other than item 2 ); Projected income statement for the remaining period. Reconciliation of retained earnings available for dividend declaration certified by an independent auditor as provided for in SEC Memorandum Circular No. 11, Series of 2008 Analysis of Capital Structure, signed under oath by the treasurer. XIV. PROPERTY DIVIDEND DECLARATION

1.

2. 3. 4. 5.

6.

1. 2. 3. 4. 5.

Certification, under oath, by the corporate secretary, on the board resolution declaring the property dividends; List of stockholders and the allocation of the property dividend, as certified by the corporate secretary; Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; Detailed schedule of the property account appearing in the audited financial statements; Certification by the president that the property is no longer needed in the operation of the

company. XV. CERTIFICATION OF CAPITAL/CAPITAL STRUCTURE PAID-UP

1. 2.

Request for certification; Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; and 3. List of stockholders, showing the names and the subscribed and paid-up capital of each stockholder, certified by the corporate secretary. Note: For additional requirements in case the payment to subscription came in after the balance sheet date: Refer to the additional requirements for Increase of Authorized Capital Stock depending on the kind of payment on subscription

XVI. CERTIFICATION OF PERCENTAGE OF OWNERSHIP

1. Request for certification; 2. List

of stockholders, showing the names, nationalities, amount subscribed and paid-up capital of each stockholder, certified by corporate secretary; year, stamped received by the SEC and the BIR; and

3. Audited financial statements as of the last fiscal

4. Stock and transfer book of the corporation (to be

presented for verification).

XVII. CREATION INDEBTEDNESS

OF

BONDED

1.

Certificate of creation of bonded indebtedness;

2. 3.

4.

5.

6. 7.

Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; If item 2 is more than six (6) months old: Unaudited financial statements for the current year period, certified by the company accountant List of the companys properties, with the book, appraised or bondable values of the properties which will be used to secure the projected bond issues, certified by the company accountant or comptroller; Projected financial statements, showing the utilization of the proceeds of the bonds and the redemption of the bond issues, signed by the company accountant or comptroller; Trust indenture, signed by the corporation and the trustee; and Sample form of the mortgaged bond certificate to be issued. XVIII. CONFIRMATION OF VALUATION

1. SEC

Form 10-1/letter valuation;

request

confirming

the

2. Certification, under oath, by the corporate secretary,

on the board resolution approving the additional issuance of shares of stock;

3. Audited financial statements as of the last fiscal

year, stamped and the BIR; and

received

by

the

SEC

4. List of stockholders, with the nationalities, amount

subscribed and paid up, and the subscribers to the new shares, signed under oath by the corporate secretary. Note: For additional requirements: Refer to the additional requirements for Increase of Authorized Capital Stock depending on kind

of payment

XIX. VOTING TRUSTS

1. Voting Trust Agreement; and 2. Certification on the number of shares of trustors,

signed by the corporate secretary B. FOR PARTNERSHIPS I. AMENDED ARTICLES OF PARTNERSHIP (to change partnership name)
1. Name Verification Slip; 2. Amended Articles of Partnership; 3. Affidavit

of a partner undertaking partnership name; snf from agencies, if applicable other

to

change

4. Endorsement/clearance

government

II. AMENDED ARTICLES PARTNERSHIP (to change partners)

1. Amended Articles of Partnership; and

OF

2. Deed of Assignment of partnership interest/letter of

withdrawal of partner/ or affidavit partner

of death of

III.

FOR OTHER AMENDMENTS

1. Amended Articles of Partnership

IV.

DISSOLUTION OF PARTNERSHIP

1. Articles of Dissolution; and 2. BIR Tax Clearance

C. FOR FOREIGN CORPORATIONS I. DEPOSIT OR SUBSTITUTION SECURITIES DEPOSITED BY THE BRANCH OFFICE OF

1.

Cover letter requesting acceptance of the securities deposit; 2. Photocopy of the confirmation of sale or original copy of the government bonds; 3. Letter request for earmarking of treasury bills for SEC deposit, stamped received by the Bureau of Treasury; and 4. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR. II. AMENDMENT OF LICENSE OF FOREIGN CORPORATIONS Basic Requirements
1. Petition for amendment of license; and 2. Board resolution approving the amendments

Additional requirements a. Amendment of corporate/partnership name a.1. Name Verification Slip a.2. Affidavit of a director/partner undertaking to change company name b. Change/appointment of resident agent

b.1. Board resolution or letter of appointment b.2. Acceptance by the resident agent

III. WITHDRAWAL FOREIGN CORPORATIONS

OF

LICENSE

OF

1. 2. 3. 4. 5. 6. 7.

Petition for withdrawal of license; Authenticated copy of the board resolution approving the withdrawal of license; Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR; List of creditors, if any, and consent of each creditor, or certification as to non-existence of creditors; Original license issued by the SEC; Publisher's affidavit evidencing the publication of the notice of withdrawal ( once a week for three(3) consecutive week); an BIR Tax Clearance.

IV. AMENDMENT OF LICENSE OF REGIONAL OR AREA HEADQUARTERS and HEADQUARTERS REGIONAL OPERATING

Basic Requirements
1. Petition for amendment of license; and 2. Board Resolution approving the amendments.

Additional Requirements
a. Amendment of corporate/partnership name

a.1. Name Verification Slip

a.2. Affidavit of a director/partner undertaking to change company name

b. Conversion

of Area Headquarters to Regional Operating Headquarters

c. Bank Certificate or Proof that the headquarters has US$200,000 or more

V. WITHDRAWAL OF REGIONAL HEADQUARTERS or HEADQUARTERS REGIONAL

OF OR

LICENSE AREA OPERATING

Basic Requirements
1. Petition for withdrawal of license; 2. Authenticated copy of the board resolution approving

the withdrawal;
3. Original license issued by the SEC; and 4. Endorsement by the Board of Investments.

Additional Requirements for Regional Operating Headquarters

a. Audited financial statements as of the last fiscal year, stamped received by the SEC and the BIR

b. List of creditors, if any, and consent of each creditor, or certification as to the the non-existence of creditors;

c. Publishers affidavit evidencing the publication of the notice of withdrawal once a week for three (3) consecutive weeks; and

d. BIR Tax Clearance

MINIMUM PAID-UP CAPITAL REQUIREMENT

BASED ON INDUSTRY:

Break Bulk Agent Cargo Consolidator Financing Company Metro Manila and other 1st class cities Other classes of cities Municipalities Freight Forwarders Domestic International Health Maintenance Organization Insurance Insurance Broker P

250,000.00 400,000.00

P P P

10,000,000.00 5,000,000.00 2,500,000.00

P P P

250,000.00 2,000,000.00 10,000,000.00

20,000,000.00

Reinsurance Broker Insurance Broker and Reinsurance Broker Life Insurance Company Non-Life Insurance Company Reinsurance Company Investment Adviser/Manager Investment Company Investment House Lending Investor Mining * Required Authorized Capital Stock (P10,000,000.00) Non-Vessel Operating Common Carrier Pawnshop Pre-Need Plan Issuer Pre-Need Plan Agent Real Estate Investment Trust ( REIT) Recruitment Domestic Corporation Partnership P

P P

20,000,000.00 50,000,000.00

P 1,000,000,000.00 P 1,000,000,000.00 P 2,000,000,000.00 P P P 10,000,000.00 50,000,000.00 300,000,000.00 P P 1,000,000.00 2,500,000.00

P P P

4,000,000.00 100,000.00

100,000,000.00 P 5,000,000.00

300,000,000.00 P P P US$ 500,000.00 200,000.00 2,000,000.00 2,500,000.00

Recruitment for Overseas Employment Retail Trade with Foreign Equity School (for stock corporations) Pre-elementary/Elementary Education Elementary & Secondary Education Elementary, Secondary, Tertiary P P P

1,000,000.00 2,500,000.00 5,000,000.00

Post/Graduate Education Security Agency Securities Broker/Dealer (New/SRO-Member) Securities Broker/Dealer (Existing/SRO-Member) Securities Broker/Dealer in Proprietary Shares (Non-SRO-Member) Special Purpose Vehicle Special Purpose Corporation Secondary Mortgage Institution (SMI) Servicer for special purpose corporation *Required Authorized Capital Stock (P10,000,000.00) P P 5,000,000.00 31,250,000.00 5,000,000.00 P 2,000,000,000.00 P 30,000,000.00 P P 500,000.00 100,000,000.00

Transfer Agent

1,000,000.00

BASED ON FOREIGN EQUITY:

Domestic Corporations with more than 40% foreign equity - Domestic Market Enterprise - Export Market Enterprise Foreign Branch Office - Domestic market enterprise US$ 200,000.00 US$ 200,000.00 P 5,000.00

- Export market enterprise Partnership with foreign partner - Domestic market enterprise - Export market enterprise Foreign Representative Office Regional Area Headquarters (RHQ) Regional Operating Headquarters (ROHQ)

5,000.00

US$ 200,000.00 P US$ US$ 3,000.00 30,000.00 50,000.00

US$ 200,000.00

BUSINESSES REQUIRING ENDORSEMENTS FROM OTHER GOVERNMENT AGENCIES *

a. Air Transport b. Banks, Pawnshops or other Financial Intermediaries with Quasi-Banking Functions c. Charitable Institutions d. Educational Institutions: (stock & non-stock) Elementary to High school College, Tertiary Course Technical Vocational Course

Civil Aeronautics Board

Bangko Sentral ng Pilipinas

Department of Social Welfare and Development

Department of Education Commission on Higher Education Technical Education Skills and

Development Authority f. Electric Power Plants/Trading of Petroleum Department of Energy Products g. Hospitals/Health Maintenance Organizations h. Insurance j. k. l. Professional Associations Radio, TV, Telephone Recruitment for Overseas Employment Insurance Commission Department of Health

Professional Regulation Commissio

National Telecommunications Comm Philippine Overseas Employment Administration Philippine National Police National Tobacco Administration Bureau of Fire Protection Maritime Industry Authority

m. Security Agency/ Anti-Crime Task Force n. Tobacco Related Business n. Volunteer Fire Brigade o. Water Transport/Shipbuilding/Ship Repair

*Endorsements, if applicable, shall form part of the registration papers

Company Registration and Monitoring Department SECURITIES AND EXCHANGE COMMISSION

Calculator for Registration Fees Samples of Corporate Documents

Minimum Paid-Up Capital Requirement Businesses Requiring Endorsements From Other Government Agencies Reportorial and Monitoring Requirements for Domestic Corporations - (PDF) Reportorial and Monitoring Requirements for Foreign Corporations - (PDF)

Download Registration Requirements (PDF)

BYLAWS of [CORPORATE NAME] ARTICLE I Corporate Name The name of the Corporation shall be [CORPORATE NAME] The Corporation shall be non-profit and shall issue no stock. ARTICLE II Corporate Purpose The purposes for which this Corporation is organized and formed are: [CORPORATE PURPOSE] ARTICLE III Corporate Offices The principle offices of the Corporation shall be located at [CORPORATE OFFICES]. The resident agent for the Corporation shall be [RESIDENT AGENT], who resides at [STREET ADDRESS],[CITY], Maryland. ARTICLE IV Membership A. Membership qualifications and classes may by established by the Board of Trustees from time to time.

B. Qualifications. The only qualification for membership in the Corporation shall be: Completion of a membership application, and Timely payment of dues as set forth in a dues schedule. C. Dues. The Membership dues Schedule shall be approved by the Board of Trustees at the Annual Meeting of the Board. D. Classes. The Board of Trustees may from time to time establish such classes or subdivisions of classes as they deem appropriate. E. Voting Rights. Each member of the Corporation, regardless of membership class, shall be entitled to one vote per membership in any matter submitted for vote by the Membership. There shall be no proxy voting. C. Term of Membership. Membership for each member shall commence upon qualification pursuant to Section B of this Article , and shall terminate automatically at the end of each corporate fiscal year, unless the Board of Trustees shall grant a "grace" period for purposes of membership renewal. Memberships in the Corporation are fully renewable pursuant to the policies established by the Board of Trustees of the Corporation. Memberships in the Corporation are fully renewable pursuant to the policies established by the Board of Trustees of the Corporation. Members may resign from membership upon written notification to the Secretary of the Corporation. All dues payments are non-refundable, and shall not be pro-rated. Membership in the Corporation is not transferable or assignable. ARTICLE V Meeting of the Members A. Annual Meeting. An Annual Meeting shall be held by the Members at a time and place to be determined by the Board of Trustees, and shall be held for the purpose of electing a Board of Trustees and conducting such other business as may come before the membership.

B. Special Meeting. Special Meetings of the Membership ma be called by the President, the Board of Trustees, or not less than one-tenth of the members having voting rights, at a date, place, and time designated by the President or the Board of Trustees, as the case may be. C. Notice of Meetings. Notice stating the place and time of any meeting of members shall be posted by the Secretary of the Corporation in th principle office of the Corporation and give not less than three (3) and no more than thirty (30) days before the date of such meeting. In such cases as required by law or by these same Bylaws, the Notice shall also either include an agenda for the meeting, or state its purpose. D. Action by Members. Unless otherwise required by law, by the Corporate Charter, or by these same Bylaws, the membership of the Corporation shall act by simple majority of those present and entitled to vote at the any meeting. E. Meeting Procedures. All meetings of the members and the Board of Trustees shall be governed by Robert's Rules of Order. ARTICLE VI Board of Trustees A. In General. The affairs of the Corporation shall be managed by its Board of Trustees. B. Number, Qualification, Tenure. Number. The number of members of the Board of Trustees of the Corporation may vary from time to time, but in no event shall there be fewer than three (3) trustees. Qualification. All Trustees must be members of the Corporation on or before the time of the first meeting which they attend. Tenure. (a) In general, election of the Board of Trustees shall be by the Membership at its Annual Meeting of the Members. Trustees shall serve a term commencing at their election, continuing for three years, and terminating upon the election of their

successors at an Annual Meeting of the Members. (b) In the event that a Trustee shall be elected fill an unexpired term, then his or her term shall terminate at the termination of said unexpired term., regardless of the date of his or her actual election. (c) From time to time and as vacancies on the Board occur, Trustees may be elected to the Board at times other than the Annual Meeting, in which case their election shall be by vote of the Board of Trustees acting on behalf of the Membership. If elected to the Board prior to December 1 of a fiscal year, the term of that newly elected Trustee, for the limited purpose of establishing his or her tenure only, shall be deemed to have commenced at annual Meeting immediately prior to his or her election. In the event that such election shall be after December 1 of the fiscal year, then, for the limited purpose of establishing his or her tenure only, his or her term shall be deemed to have commenced with the next Annual Meeting immediately following his or her election. C. Regular Meetings. The Board of Trustees may, by Board Resolution, convene a Regular Meeting at any time or place it deems appropriate with such Resolution being sufficient notice for the Regular Meeting. D. Special Meetings. Special meetings of the Board of Trustees may be called by or at the request of the President, or at the request of any three (3) Trustees, and shall be held at such time and place as set forth in the request. Notice of any Special meeting must be given to each Trustee no less than three (3) days before the date of the proposed Special meeting, and must include either an agenda or a statement of the purpose of the Special Meeting. E. Actions. The Board of Trustees may act only at a meeting at which a quorum is present. A quorum shall have been established when at least one-third (1/3) of the elected Trustees are present. Unless required otherwise by law or by the Bylaws, all actions shall be

taken only pursuant to resolution adopted by a majority for the Trustees present at a meeting for which a quorum has been established. F. Vacancies. Any vacancies occurring on the Board of Trustees, and any Trusteeships to be filled by reason of an expansion of the Board of Trustees shall be filled by the Board of Trustees, The term of the Trustee so appointed shall be the unexpired term. G. Compensation. No Trustee shall receive any salary for his or her services in his or her capacity as a Trustee. H. No Profit. The Board of Trustees shall not permit any part of the net earnings or capital of the Corporation to inure to the benefit of any private individual. I. Contribution. The Board of Trustees may establish, from time to time, the level of financial contribution to be required of Board members. J. Liability and Indemnification. No Board member shall be held liable for actions taken by him or her, or by the Board of Trustees during his or her term of service, for any of his or her actions (and/or the consequences thereof) taken in his or her capacity as a member of the Board of Trustees. In the event that any Board member nevertheless shall be held liable for any such actions or their consequences, he or she shall be fully indemnified by the Corporation for any and all costs, fees, settlements, judgments, and any and all other expenses pertaining thereto, including legal fees and costs. ARTICLE VII Officers A. Officers, Powers and Duties. The Officers of the Corporation shall be a President, Treasurer, Secretary and such other Officers as the Board of Trustees may from time to time designate. The Officers shall have such powers, duties and responsibilities as the Board shall determine. Only one office may be held by any one

person. B. Qualifications, Election and Term. The officers of the Corporation shall be elected annually at the Annual Meeting. All officers shall be elected to serve oneyear terms, and shall hold office until their successors shall have been elected, except in the case of death, resignation, or removal as provided for in these Bylaws. Terms will coincide with the Corporation's fiscal year. C. Resignation, Removal and Vacancies. Any Officer may resign at any time upon written notice to the Secretary of President of the Corporation. Any Officer may be removed at any time by majority of the Board of Trustees upon their determination that such removal would best serve the interests of the Corporation. Any vacancies among the Officers of the corporation, regardless of the reason therefore, may be filled by the vote of a majority of the Trustees for the unexpired portion of the term. D. Executive Committee. The principal Officers of the Corporation shall constitute the Executive Committee. The President shall have discretionary authority to appoint one "at large" member of the Board to the Executive Committee, from time to time. The Executive Committee shall have such powers and duties as the Board of Trustees shall determine from time to time. The Executive Committee shall, during intervals between meetings of the Board, exercise all the powers of the board, including emergency powers, except as otherwise provided by law, by the Corporate Charter, by these Bylaws or by resolution of the Board. The presence of majority of the members of the Executive Committee then serving in office, either in person at a meeting or in a telephone conference call, shall be necessary and sufficient to constitute a quorum, and the act of the majority of the members of the Executive Committee. Taken at such a meeting, or during such a conference call, at which a quorum shall be present. Shall be the acts of the entire Executive Committee. The Committee shall keep full and fair records of all of its meetings and actions. All actions of the Executive Committee

shall be reported to the Board at its next meeting, and shall be subject to Board approval. ARTICLE VIII Committees A. Standing Committees. The Corporation shall have the following standing committees: Nominating Committee; B. Other Committees. The Board , from time to time , may establish such other committees as it may deem necessary and appropriate to further the purposes of the Corporation. C. Meetings. Unless otherwise provided for in these Bylaws, each committee shall establish its own meeting schedule. A majority of the members of the committee shall constitute a quorum, and the actions of any committee at a meeting at which a quorum shall be present shall be deemed to be an action of that committee. ARTICLE IX Contracts, Checks, Deposits and Gifts A. Contracts. The Board of Trustees may authorize any Member to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or may be confined to specific instances. B. Checks, Drafts or Orders. All checks, drafts, or orders for the payment of monies, notes, or other evidence of indebtedness issued in the name of the Corporation, shall be signed by the Treasurer of the Corporation. The Board of Trustees may from time to time designate another or additional Officers to sign such instruments. C. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Trustees may select.D. Gifts. The Board of Trustees may accept on behalf of the Corporation any gift, bequest, or devise for any

purpose of the Corporation. ARTICLE X Records and Accounts A. General. The Treasurer of the Corporation shall prepare and maintain a complete set of records and accounts, and the same shall be kept at the principle office of the Corporatin, and shall be available for inspection by any member of the Corporation, or his or her agent or attorney, during normal business hours and without requirement for wither cause of notice for such inspection. B. Audit. The Board of Trustees may cause the records and accounts and all relevant books of the Corporation to be audited annually. C. Minutes and Other Documents. The Secretary of the Corporation shall be charged with preparing or causing to be prepared minutes of all meetings of the Membership, the Board of Trustees, and the Executive Committee of the Corporation. The Secretary shall further assemble and maintain all other significant documents of the Corporation, including but not limited to copies of the Articles of Incorporation and Bylaws, Membership Records, records of gifts made to the Corporation , and such other significant documentation as the Board of Trustees shall determine. These documents shall be maintained at the principle office of the Corporation , and shall be available for inspection by any member of the Corporation, or his or her agent or attorney, during normal business hours and without requirement for either cause or notice for such inspection. ARTICLE XI Fiscal Year The fiscal year of the Corporation shall end on the last day of December of each year. ARTICLE XII Dues The Board of Trustees shall establish and approve, at their Annual Meeting, a schedule of dues payable for

membership in the Corporation, and shall give to the Members such notice thereof as the Trustees shall deem appropriate. All dues shall be non-refundable and shall be payable annually and in advance. ARTICLE XIII Seal The Corporation shall not have a Corporate seal. ARTICLE XIV Amendment These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by a majority of the Trustees at any Meeting of the Board of Trustees of the Corporation , or by a majority of all of the Members present and eligible to vote at any Meeting of the Members of the Corporation. For purposes of the Article only, an notwithstanding any provisions elsewhere herein contained to the contrary, a quorum consisting of a majority of all Members eligible to vote shall be required at any meeting at which the Members of the Corporation consider an amendment of the Bylaws by the Members. A petition to amend the Bylaws, when signed by no less than one-third of the Members of the Corporation and submitted to the Secretary shall be promptly considered at the next meeting of the Board. TO WIT: We, the undersigned president and Secretary of the [CORPORATE NAME] each do herewith and hereby certify and affirm, under penalty of perjury, that, t the best of our knowledge, information and belief, the foregoing Bylaws of the Corporation were duly considered, approved, and adopted, upon Motion duly made and seconded, by a majority of the members of the Board of Trustees of the Corporation at the Meeting of said Board, at which meeting a quorum was present, on the 3rd day of May, 2003 and do so indicate by signatures affixed hereto. __________________________________ _____, 20___ [PRESIDENT], President _____________

__________________________________ _____________ _____, 20___ [SECRETARTY] , Secretary [CORPORATE NAME] Bylaws Adopted this ___ day of ______________, 20___