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How to Register a Non-stock Corporation with SEC Philippines

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.


Basic Requirements

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.


Additional Requirements

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).

Comments

  1. just want to ask..if i will be going to register a mountaineering society where and how could i register?

  2. I would like to know what are the steps for the registration of a Football Association of a Province of Luzon. This association is a non provit organization and its main objective is the promotion of the football alll over the Province, financied by the contribution of private sponsors.
    Thank you for your promot answer. Mabuhay!

  3. Have reserved an organization as a human development center of women and girls. What are the other requirements aside from the ones listed in the net.

  4. We want to register our group as a Federation and our main objective is to unite all Filipino workers in Philippines and in other country under with hotel industries.
    Please let me know all the necessary documents we need to produce and the payment for processing.Thanks

  5. Hello. I would like to know if the abovementioned requirements do apply for farmers organization? The link for downloading forms no longer exist. Kindly provide new one. Thank you. More power.

  6. What are my privelages as a board member of an institution which is non-profit non- stock. What charges can be done if I was deliberately not given nothing for the past 10 years?

  8. I would like to know how come the city hall is asking a non-stock, non-profit foundation is asking for a payment for a permit to operate my friend’s charitable foundation?

  9. Hi there!

    May i ask if a school, which is currently a non-stock corp, can change to a stock corp? If so, what are the requirements?

    • As a rule no, a non stock corp cannot change to a stock corp through amendment of the articles of incorporation. The Corporation Code provides that no part of its income will be distributed as dividends to its members.

      In order to be converted as a stock corporation, the non stock corporation must dissolve first and reincorporate as a stock corporation.

  10. hi. i would to ask, on how can i register my individual lending. without a amount of 1,000,000?

  12. re: requirement #9, When and at what point in time, after all condo units in a development have been sold, does the individual condo unit owners obtain the right? ; to form their own Condominium Corporation / Condominium Association with Individual Unit Owners electing a Board of Management &Trusties. And the Steps in the Prosess to Incorporate a Condo Association. Thank You Kindly in advance for you answer and advice

  13. Our Facebook Group would like help / info on how to form and register a Condominium Association Corporation. Thank you

  14. What is the procedure to change from stock to non-stock corporation? Its requirements?

  15. Application for SEC Registration of Diamond of Knowledge Publishing Inc. was not accepted by SEC Satellite SM North Q.C. informed us that Publishing is categorized as Stock Corporation? Is this true?

    • Hi. According to the Corporation Code of the Philippines, Sec. 88, a non-stock corporations may be formed for charitable, religious, educational, professional, cultural, fraternal, literary, scientific, social, civic service, or similar purposes, like trade, industry, agricultural and like chambers, or any combination thereof, subject to the special provisions of this Title governing particular classes of non-stock corporations. It’s profit produced must not also be declared as dividends but only use to further the corporation’s purpose.

      I don’t know what SEC has seen in your application, but maybe it is not in alignment with the code above. It is good if you can further consult with a corporate lawyer to check on your matter deeper.

  16. Hi.

    May i ask if a school, which is currently a stock corp, can change to a non- stock corp? If so, what are the requirements? and what are the laws apply?

    • Hello. For the requirements and eligibility, please check Republic Act No. 6055, an act to provide for the conversion of educational institutions from stock corporations to non-profit foundations http://www.chanrobles.com/republicacts/republicactno6055.html Take note that this is an old law enacted on August 4, 1969. Thus, for more updates and clarifications, we recommend that you visit SEC legal office to seek for their advice.

  17. Hi. i would just like to know if a Non Stock, Non Profit Educational Institution can be converted to a Stock Corporation and what are the processes involve?
    Thank you.

    • Hi. To convert a Non Stock, Non Profit Educational Institution to a Stock/Profit Corporation is not legally feasible since it violates Section 87 of Corporation Code that no part of the income of Non-stock corporation may be distributable as dividends to its members, trustees or officers. The Non-Stock, Non Profit Corporation has to be dissolved first. Then once it is dissolved, you and your group can register a Stock Corporation, same with the process of registration required from the commission.

  18. Are we required to registered at SEC if we are just a non profits small farmers association seeking help from Dept. of Agriculture to obtained machinery to tilt the rice fields of low income farmers here in central Luzon that hardly cope up to pay their membership fee at P100.00 pesos and P 50.00 monthly dues. We already registered at DOLE but it looks like there is no exemptions, needs a lots of requirements for small farmers associations compared to cooperative organizations that had been established for along years. We’ just received our registration # at DOLE last Sept. 8, 2017. My main concern is how can small farmers acquired helped without too many requirements needed by different agencies like registration at SEC.

  19. how much or what is the penalty if a non-stock corporation continues to operate even if its SEC registration has expired?