How to Register a Foundation in the Philippines

Mar 5, 2011 by at Social Responsibility

How to Register a Foundation in the Philippines

 

Many of our prominent and successful business entities in the country have already established foundations as intensification to their corporate social responsibility. Ayala Corporation has Ayala Foundation; Metropolitan Bank and Trust Company (Metrobank) has Metrobank Foundation; and Philippine Long Distance Telephone Company (PLDT) and Smart Communications, Inc. (Smart) have PLDT Smart Foundation Inc. Those non-profit corporations were formed to help and improve the lives of Filipinos. However, incorporators and entities don’t need to be famous and multi-million dollar companies to start a foundation. The initial fund contribution to start a foundation is P1,000,000 (Section 2, SEC Memorandum Circular No. 8-2006). The following are guidelines on how to register a foundation in the Philippines.


What is a foundation?

A foundation is a non-stock, non-profit corporation established for the purpose of extending grants or endowments to support its goals or raising funds to accomplish charitable, religious, educational, athletic, cultural, literary, scientific, social welfare or other similar objectives (Sec. 1 of SEC Memorandum Circular No. 8 Series of 2006). Read the entire SEC Memorandum Circular No. 8-2006 here.


How to register foundations with the SEC?

The following are guidelines and requirements on the registration of foundations with the Philippine Securities and Exchange Commission (SEC).

Basic Requirements

1. Name verification slip (procedures to get name verification slip is the same with stock corporations – please visit our post about registering a corporation)

2. Articles of Incorporation and By-laws (It states that no part of the income which the association may obtain as an incident to its operation shall be distributed as dividends to its members, trustees or officers subject to the provisions of the Corporation Code on the dissolution.)

3. Affidavit of an incorporator or director undertaking to change corporate name

4. List of members, certified by the Corporate Secretary

5. List of contributors and amount contributed certified by the treasurer

Note: Items 3, 4, and 5 need not be submitted if already stated in the Articles of Incorporation. You can download a sample / blank form of Articles of Incorporation and By-laws here.

You may read our article titled “How to register a non-stock corporation in the Philippines“.

Additional Requirements

The following are additional requirements for applying for registration as stated 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); and

7. Statement of willingness to allow the Commission to conduct and audit.

Name Requirement

The applicant’s corporate name shall contain the word “Foundation” (Section 3, SEC Memorandum Circular No. 8-2006.

Endorsement Requirements

Foundations shall obtain endorsement from the following government agencies and form part of the registration papers, if applicable.

1. Charitable Institutions – Department of Social Welfare and Development (DSWD)

2. Education Institutions

a) Elementary to High school – Department of Education (DepEd)
b) College, Tertiary Course – Commission on Higher Education (CHED)
c) Technical Vocational Course – Technical Education Skills and Development Authority (TESDA)

3. Hospitals/ Health Maintenance Organizations – Department of Health (DOH)

To view the complete list of government agencies that may require endorsements, please read the entire list here.


Things to remember

1. The funds generated by your foundation must be utilized in accordance with the purposes stated in your Articles of Incorporation. Section 4 of SEC Memorandum Circular No.8-2006 requires all registered foundations to submit, in addition to General Information Sheet, its Audited Financial Statements which shall include a sworn Statement of its President and Treasurer on the following information that relates to the preceding fiscal year;

a. Source and Amount of Funds;

b. Program/Activity planned, ongoing and accomplished;
-Complete name, address and contact number of project officer-in-charge;
-Complete address and contact number of project office; and

c. Application of Funds

2. All funds of the Foundation shall be deposited in a banking institution regulated by the Bangko Sentral ng Pilipinas (BSP).

3. Foundations are  exempt from income tax pursuant to Section 30 of the Tax Reform Act of 1997 (R.A. 8424). However, income derived from its properties, real or personal, or from any of its activities conducted for profit regardless of the disvposition made of such income, is subject to tax. The BIR shall issue a Certificate of Registration to the foundation as Qualified Donee Institution.

4. Philippine Council for NGO Certification (PCNC) is the government’s partner in the system of accrediting donee institutions. However, no foundations or NGOs shall be processed for accreditation by the PCNC unless it has secured a valid registration with the government agency (e.g. DSWD, DepEd, DOH, etc.,) that exercises regulatory function over such corporation, association or NGO (Executive Order 720). View a copy of EO 720 here.

For guidelines on registering with the Bureau of Internal Revenue (BIR) please read our article titled “How to register with the BIR”.

You may visit the websites or the offices of the following government institutions / accrediting entity for more information:

Securities and Exchange Commission (SEC)
Bureau of Internal Revenue (BIR)
Philippine Council for NGO Certification (PCNC)

Victorino Abrugar is a retired CPA practitioner, a blogger, speaker, and an entrepreneur. He's the CEO of Optixor, Inc., a digital marketing company based in the Philippines. Follow him on Twitter at @viclogic.

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3 Comments

  1. JL

    Hi.. this is such a helpful article.. My friend, who’s now based in the US, and I are really interested in putting up a foundation. May I ask if a foundation and an NGO are technically just the same?

    So much I’ve learned from this. I hope to receive a response from you soon. And I hope to gather some help from you soon. THank you and God bless.

    JL

  2. Carlo

    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.
    Carlos

  3. Greetings! If a foundation’s tax exemption is under the process of re validation, what are the taxes that applies to any donation that it receives? and for Donor’s tax, if I understand it correctly, the Donor’s tax exempt rates only applies if the foundation is a donee institute? I hope you can enlighten me regarding the matter.
    Thank you very much!

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