Registering a corporation or partnership with the Securities and Exchange Commission (SEC) is the legal foundation for doing business in the Philippines beyond a sole proprietorship. Whether you're forming a small One Person Corporation to formalize a freelance business, or bringing in co-founders as a regular stock corporation or partnership, the SEC process now runs mostly online through its eSPARC system. This guide walks through name reservation, document preparation, capital requirements, fees, and what happens after SEC approval so you know exactly what to expect from day one.
This guide covers Step 1: Decide Which Business Structure Fits You and Step 2: Reserve Your Business Name Through SEC eSPARC, with the full details below.
- Most SEC registrations are now filed online through the SEC eSPARC system (Electronic Simplified Processing of Application for Registration of Company)
- A One Person Corporation (OPC) needs just a single incorporator, while a regular stock corporation needs at least 2 incorporators
- Filing fees are based on your capital: 1/5 of 1% of authorized capital stock (minimum ₱1,000) for corporations, or 1/5 of 1% of partnership capital (minimum ₱1,000) for partnerships
- You must subscribe at least 25% of your authorized capital and pay up at least 25% of that subscribed amount before SEC will approve registration
- Full business setup — SEC, then BIR registration, then local permits — typically takes 30 to 45 working days total, not just the SEC step alone
Step 1: Decide Which Business Structure Fits You
Before registering, decide whether you need a One Person Corporation (OPC) (a single founder wants limited liability protection without partners), a regular stock corporation (2 or more incorporators, shares of stock, suited for businesses planning to raise capital or bring in investors), a non-stock corporation (for foundations, associations, or non-profits), or a partnership (2 or more partners sharing profits, simpler than a corporation but partners typically carry personal liability unless structured as a limited partnership). This choice affects your paperwork, minimum capital, and tax treatment, so it's worth confirming with an accountant or lawyer if you're unsure.
Step 2: Reserve Your Business Name Through SEC eSPARC
Go to the SEC eSPARC portal and check if your desired company name is available, then reserve it. Name reservation costs ₱40 per approved name and holds the name for 30 days while you complete the rest of your application. Avoid names that are identical or confusingly similar to existing registered companies, since SEC will reject these during verification — it's smart to prepare 2-3 backup name options in case your first choice is taken.
Step 3: Prepare Your Articles of Incorporation or Partnership
For a corporation, draft your Articles of Incorporation and By-Laws, stating your company's purpose, principal office address, incorporators' details, authorized capital stock, and number of shares. For a partnership, draft Articles of Partnership, specifying each partner's capital contribution and profit-sharing arrangement. SEC eSPARC provides templates for standard structures, which speeds up drafting significantly compared to fully custom documents — use these templates unless your business has unusual ownership or governance arrangements that require custom clauses.
Step 4: Meet the Minimum Capital and Subscription Requirements
Philippine law requires that at least 25% of your authorized capital stock be subscribed by incorporators, and at least 25% of that subscribed amount be actually paid up (deposited) before SEC approves registration. The absolute minimum paid-up capital for most stock corporations is ₱5,000, though many industries (banking, financing, insurance, and foreign-owned businesses under the Foreign Investments Negative List) have much higher minimums set by other regulators. You'll typically need to open a bank account under the corporation's proposed name (a "Corporation in Formation" account) to deposit and later show your Certificate of Bank Deposit as proof.
Step 5: Submit Your Application and Pay Filing Fees Through eSPARC
Upload your Articles of Incorporation/Partnership, By-Laws (for corporations), Treasurer's Affidavit, proof of paid-up capital, and other required attachments through eSPARC. Filing fees are calculated as 1/5 of 1% of your authorized capital stock or subscribed capital (whichever is higher), with a minimum of ₱1,000, plus a legal research fee — non-stock corporations pay a flat ₱500 filing fee instead. Partnerships pay 1/5 of 1% of partnership capital, also with a ₱1,000 minimum. Pay online through eSPARC's integrated payment channels once your documents pass initial review.
Step 6: Wait for SEC Review and Approval
SEC examiners review your submitted documents for compliance and completeness. If everything checks out, you'll receive your Certificate of Incorporation (for corporations) or Certificate of Partnership digitally through eSPARC, which now serves as your official proof of registration — you no longer need to visit an SEC office in person for most standard registrations. If there are deficiencies, SEC will flag specific corrections needed, so check your eSPARC dashboard regularly during this stage.
Step 7: Register With the BIR and Get Your Business Permits
SEC registration alone doesn't let you legally operate yet — you still need to register with the Bureau of Internal Revenue (BIR) for your Tax Identification Number (TIN) and official receipts/invoices, secure a Mayor's/Business Permit from your city or municipality, and register with SSS, PhilHealth, and Pag-IBIG as an employer if you'll have employees. Altogether, this full setup — SEC, BIR, and local permits — typically takes 30 to 45 working days from start to finish, so plan your business launch timeline accordingly rather than assuming SEC approval alone means you're ready to operate.
Common Mistakes That Delay SEC Registration
The most common delays come from: proposing a company name too similar to an existing one, underestimating the paid-up capital deposit needed, submitting incomplete Treasurer's Affidavits, or choosing a business purpose clause that's too vague or too narrow for your actual planned operations. Reviewing SEC's published checklists and templates before you start drafting saves multiple rounds of back-and-forth corrections.
Frequently Asked Questions
A corporation is a separate legal entity from its owners, giving shareholders limited liability (they only risk their investment, not personal assets), and requires more formal governance like a board of directors and by-laws. A partnership is simpler to set up and has fewer formal governance requirements, but general partners typically remain personally liable for business debts unless structured as a limited partnership — most small business owners choose based on how much liability protection and formality they need.
Yes, through the One Person Corporation (OPC) structure introduced by the Revised Corporation Code, a single individual can incorporate without needing co-incorporators. The sole owner still enjoys limited liability protection similar to a regular corporation, though OPCs have some additional requirements like appointing a nominee and alternate nominee in case something happens to the sole stockholder.
For a small corporation with the minimum ₱5,000 paid-up capital, your SEC filing fee will be at the ₱1,000 minimum (since 1/5 of 1% of such a small amount falls below that floor), plus legal research fees and the ₱40 name reservation fee. Total SEC-related costs for a minimal setup often land under ₱2,000, though you should budget separately for notarization, BIR registration, and business permits on top of this.
Not strictly required for standard, template-based registrations through eSPARC, especially for straightforward OPCs or small stock corporations using SEC's provided templates. However, if your business has multiple classes of shares, foreign investors, unusual profit-sharing arrangements, or industry-specific capital requirements, consulting a lawyer or corporate secretary experienced in SEC filings can prevent costly errors or delays.
The SEC eSPARC review itself can be completed in as little as a few days to about 1-2 weeks for straightforward, complete applications, but many applicants experience longer timelines if documents need correction. Remember that SEC approval is only one part of getting fully operational — the complete process including BIR and local government permits typically runs 30 to 45 working days total.
Yes, but it requires filing an amendment to your Articles of Incorporation or Partnership with SEC, including a new name reservation and payment of amendment filing fees, and updating your BIR registration, business permits, and bank accounts to match. It's far cheaper and faster to get your name reservation right the first time than to amend it later.
SEC will not approve your registration until you can show proof — usually a Certificate of Bank Deposit or Treasurer's Affidavit — that at least 25% of your subscribed capital has actually been paid up and deposited. This requirement exists to ensure companies have real working capital from the start rather than existing only on paper, so plan your initial funding before starting the registration process.
Conclusion
SEC registration has become significantly more efficient with the shift to the eSPARC online system, but success still depends on choosing the right business structure, preparing accurate documents, and meeting the capital requirements upfront. Budget both time and money for the full journey — SEC, then BIR, then local permits — rather than treating SEC approval alone as the finish line for legally operating your business.
