How to Register Non-stock Corporations with the SEC

2 Feb 19

A non-stock corporation is formed for charitable, religious, educational, professional, cultural, fraternal, literary, scientific, social, civic service, or other similar purposes.  It does not generate profit and is exempted from income tax on donations, gifts, and grants as long as they are:

  1. Organized exclusively for any of the above-mentioned purposes and
  2. No part of their net income or asset belongs to or insures to the benefit of any member, organizer, officer, or any specific person.

Here are the requirements and step-by-step process when registering a non-stock corporation, lifted from the Securities and Exchange Commission (SEC) website:

  1. Basic Requirements
  • Cover Sheet
  • Reservation Payment Confirmation
  • Articles of Incorporation (AI)
  • By-laws (BL)
  • Joint Undertaking to Change Name
  1. Documentary Requirements
  • Name Verification Slip
  • Joint affidavit of two incorporators to change the corporate name (not required if already stated in AI).
  • List of members certified by the corporate secretary, unless already stated in the Articles of Incorporation; and
  • List of names of contributors or donors and the amounts contributed or donated certified by the treasurer. There is no fixed amount of contribution required but only such reasonable amount as the incorporators and trustees may deem sufficient to enable the corporation to start operation, except in the case of foundations which must have a minimum contribution of at least one million pesos (Php 1,000,000.00).
  1. Additional Requirements
  • Endorsement/clearance from other government agencies, if applicable.
  • For foundations: Notarized certificate of bank deposit of the contribution which shall not be less than Php 1,000,000.00 and statement of willingness to allow the Commission 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 member-associations by the corporate secretary or president.
  • For condominium corporations/associations: Master Deed with the primary entry of the Register of Deeds and Certification that there is no other existing similar condominium association within the condominium project.

Step-by-step application procedure:

  1. Verify or reserve the proposed name of the non-stock corporation.
  2. Present Articles of Incorporation and By-laws.
  3. Pay filing fee at the Cashier and file an application at the Receiving Unit.
  4. Present official receipt to the Releasing Unit to get the Certificate of Incorporation.




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