How to register a non-stock corporation with the Philippines Securities and Exchange Commission (SEC)? Previously, we’ve discussed the steps on how to register a stock corporation with the SEC. Now, we will also discuss how to register non-stock corporations as a supplement to that article.
According to Section 3, Title 1 of the Corporation Code of the Philippines (Batasang Pambansa Blg 68), corporations formed or organized under this Code may be stock or non-stock corporations. Corporations which have capital stock divided into shares and are authorized to distribute to the holders of such shares dividends or allotments of the surplus profits on the basis of the shares held are stock corporations. All other corporations are non-stock corporations.
The code defines non-stock corporations as corporations other than stock corporations. These include foundations, religious corporations, federations and associations. Members of a non-stock corporation are called members or trustees instead of stockholders or shareholders. The following are the requirements to register a non-stock corporations with the Philippines SEC.
1. Name verification slip (procedures to get name verification slip is the same with stock corporations)
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.
6. 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 Commission to conduct an audit
7. For religious corporations: Refer to Sections 109-116 of the Corporation Code of the Philippines, and add an affidavit of affirmation or verification by the chief priest, rabbi, minister or presiding elder
8. For federations: Certified list of member-associations by corporate secretary or president
9. 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
10. For neighborhood associations: Certification from the Housing and Land Use Regulatory Board (HLURB) that there is no other existing homeowners or similar association in the community where the association is to be established
Note: Certain corporations require endorsements/clearances from government agencies, if applicable. Example, an educational or school foundations may require endorsement from Department of Education (DepEd), Commission on Higher Education (CHED) or Technical Skills Development Authority (TESDA).