June 17, 2024


World Business Inquiries

Company registration easier under new SEC rules

2 min read

The Securities and Exchange Commission (SEC) has agreed to relax the registration requirements of domestic corporations to help ease doing business in the country.

“By easing the requirements for company registration, we hope to further encourage the formation of businesses and attract more investments that will subsequently generate more employment opportunities and support our economy’s overall growth,” SEC chair Emilio Aquino said.

Under the new rules approved by the SEC on April 29, the corporate regulator will now accept articles of incorporation authenticated by incorporators for the registration of new domestic corporations. All incorporators must sign the certificate of authentication in the prescribed form.

No more notary public

Both the articles of incorporation and the certificate of authentication will no longer have to be notarized or consularized.

Nonetheless, the incorporators may choose to acknow­ledge the articles of incorporation before a notary public. If executed outside the Philippines, the articles of incorporation may be notarized or authenticated by a Philippine diplomatic or consular officer.

In the case of a domestic corporation with more than 40 percent of foreign equity, the application for registration of investments of non-Philippine nationals must be notarized or authenticated by a Philippine diplomatic or consular officer only if it was executed outside the country.

Revocation of papers

The new rules also state the registration of a corporation procured through fraud or misrepresentation would be revoked.

Furthermore, those responsible for the formation of a fraudulent corporation or who assisted directly or indirectly will be fined between P200,000 and P2 million. When the violation is detrimental to the public, the fine will range between P400,000 and P5 million.

Willfully certifying incomplete, inaccurate, false or misleading statements or reports is likewise punishable with a fine ranging from P20,000 to P200,000. When the wrongful certification is injurious or detrimental to the public, the responsible person may be punished with a fine ranging from P40,000 to P400,000.

The offenses are separate from other administrative, civil or criminal liabilities provided under the Revised Corporation Code and other laws, according to the SEC. INQ

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