Below is a comprehensive discussion on how to check a business’s registration status in the Philippines, the laws and government agencies involved, and the best practices to ensure that a business is duly and properly registered. This information is intended for general informational purposes and does not constitute legal advice. For specific concerns, it is always recommended to consult with an attorney or a relevant government agency.
I. Introduction
In the Philippines, operating a business requires registration with multiple government agencies. The specific registrations and permits depend on the type of business entity (e.g., sole proprietorship, partnership, corporation) and the nature of the business activities. Verifying business registration status helps ensure that a particular enterprise is operating legally and meets basic regulatory requirements—an important consideration for potential investors, partners, lenders, and customers.
II. Legal Framework and Main Agencies
Department of Trade and Industry (DTI)
- Governing Law: Presidential Decree No. 286 and other related laws govern the DTI’s authority to register and regulate business names.
- Main Function: Sole proprietorships in the Philippines must register their business names with the DTI. This registration ensures the business name is unique and protects it from unauthorized use by other entities.
Securities and Exchange Commission (SEC)
- Governing Law: The Revised Corporation Code of the Philippines (Republic Act No. 11232) and the Securities Regulation Code (Republic Act No. 8799).
- Main Function: The SEC is responsible for regulating corporations, partnerships, and associations. Its role includes ensuring proper company formation, registration, and compliance with financial reporting requirements.
Local Government Units (LGUs)
- Governing Law: The Local Government Code of the Philippines (Republic Act No. 7160).
- Main Function: Each city or municipality requires businesses operating within its jurisdiction to secure a business permit (often referred to as a Mayor’s Permit). The specific local offices include the Business Permit and Licensing Office (BPLO) or similar departments responsible for issuing local business permits.
Bureau of Internal Revenue (BIR)
- Governing Law: The National Internal Revenue Code of 1997, as amended.
- Main Function: The BIR issues the Certificate of Registration (COR) to taxpayers and mandates the registration of businesses for tax purposes, issuance of official receipts or sales invoices, and the bookkeeping of appropriate records.
Other Agencies
- Certain businesses (e.g., financial institutions, insurance providers, schools, etc.) may be subject to additional registrations or licenses from specialized regulatory agencies like the Bangko Sentral ng Pilipinas (BSP), the Insurance Commission (IC), and the Commission on Higher Education (CHED), among others.
III. How to Check Registration with the Department of Trade and Industry (DTI)
Applicable to: Sole Proprietorships
Online Verification
- Visit the DTI Business Name Registration System (BNRS) website.
- Use the search or verification function to check if a business name is registered. You can usually input the exact or partial business name and see if it matches any duly registered proprietorship.
- Note that the DTI BNRS site often shows registration status, expiration dates, and other relevant details.
Physical DTI Office Inquiry
- If online verification is inconclusive or if you need official certification, you may visit the nearest DTI office. Provide the business name and relevant information to request a certification or confirmation of registration status.
Information Provided by the DTI
- Registration Number (BN Registration No.)
- Registered Owner’s Name
- Business Name Validity Period
Common Issues
- Expired Registration: DTI registrations are generally valid for five (5) years and must be renewed on or before the expiration date.
- Unregistered Trade Names: Some proprietors may use trade names or brand names that are not formally registered. Always verify the exact, registered name.
IV. How to Check Registration with the Securities and Exchange Commission (SEC)
Applicable to: Corporations (stock and non-stock), Partnerships, and Associations
SEC Website and Online Platforms
- SEC iView (Integrated Business Registry & Information System or the SEC’s Company Registration System) allows the public to search for registered entities.
- Go to the official SEC website (sec.gov.ph), look for the search or verification tool, and input the corporate name or SEC registration number.
Physical SEC Office Inquiry
- For an official, certified verification of records, visit the SEC main office or an extension office.
- You may request a “Certificate of No Derogatory Information” or a plain certification that a corporation is listed in the SEC registry. This may require a minimal fee.
Information Provided by the SEC
- SEC Registration Number
- Company Name
- Date of Incorporation
- Company Status (active, suspended, revoked, dissolved)
- Latest Articles of Incorporation and By-Laws on file (accessible upon request for a fee)
Compliance Status
- The SEC also keeps track of a company’s compliance with reportorial requirements (e.g., General Information Sheet, Audited Financial Statements). Checking a company’s compliance status may require additional document requests or an inquiry into a possible suspension or revocation due to non-compliance.
V. How to Check Local Business Permits
Applicable to: All Businesses Operating in a City/Municipality
Inquiry at the Local Government Unit (LGU) – Business Permit and Licensing Office (BPLO)
- Every city or municipality issues a business or mayor’s permit. This permit must be renewed annually.
- Check the BPLO to confirm if the business has a valid and current mayor’s permit.
Information Required
- Official or trade name of the business
- Address or location of the establishment
- Nature of the business (if known)
Physical Posting
- Most LGUs require a business to prominently display its permit at its place of business. If a business refuses to show its permit, this could be a warning sign.
VI. How to Check BIR Registration Status
Applicable to: All Businesses Paying Taxes in the Philippines
BIR Certificate of Registration (Form 2303)
- Every registered taxpayer receives a BIR Certificate of Registration, commonly known as “COR” or BIR Form 2303, which indicates the taxpayer’s registered name, TIN (Tax Identification Number), and the taxes for which the entity is registered (e.g., Income Tax, VAT or Non-VAT, Withholding Taxes).
Request for Confirmation
- If you need to verify whether a business is registered with the BIR, you can inquire at the BIR Revenue District Office (RDO) where the business is supposedly registered.
- Provide the business name and TIN, if known, to facilitate your inquiry.
Official Receipts and Invoices
- A valid BIR-registered business must issue official receipts or sales invoices with its name, address, TIN, and authority to print details. Checking these can be an indirect way to confirm BIR registration status.
VII. Special Licenses and Other Regulatory Bodies
Bangko Sentral ng Pilipinas (BSP)
- For banks, money-service businesses, financing companies, and other financial institutions, the BSP issues special licenses. You may verify with BSP if such institutions are authorized and regulated.
Insurance Commission (IC)
- For insurance companies, agents, and brokers, the IC maintains a registry. You can check directly with the IC to confirm a license’s validity.
Professional Regulation Commission (PRC)
- For businesses that require professional licenses (e.g., architecture firms, engineering consultancies), the professionals themselves must hold valid PRC licenses. You can verify individual license status on the PRC online system.
Other Relevant Government Agencies
- For certain industries such as energy, food and drug, education, etc., additional permits or accreditations may be needed. Verification would involve agencies like the Department of Energy (DOE), the Food and Drug Administration (FDA), the Commission on Higher Education (CHED), and others.
VIII. Practical Tips and Best Practices
Always Check Multiple Registrations
- A legitimate business typically has (1) DTI or SEC Registration, (2) a Mayor’s Permit, and (3) a BIR COR. Corporations and partnerships must have SEC registration; sole proprietorships must have a DTI business name registration.
Request Copies of Registration Documents
- Ask the business for a copy of its Certificate of Registration (DTI/SEC), Mayor’s Permit, BIR COR, and, when relevant, specialty licenses. Cross-verify these with the issuing agencies.
Check the Validity and Expiration Dates
- Business permits and DTI registrations have validity periods. Ensure that the documents are up to date.
- SEC registration itself does not expire, but a corporation must file annual compliance reports. An inactive or non-compliant corporation risks suspension or revocation.
Be Vigilant About Red Flags
- Inconsistent or missing registrations, refusal to present licenses, or discrepancies in the business address or name may suggest that the business is not properly registered or may be operating illegally.
Professional Assistance
- If you need a thorough background check—especially for major investments, mergers, or acquisitions—consider hiring a lawyer or a professional due diligence firm to verify all pertinent licenses and registrations.
IX. Conclusion
Verifying a business’s registration status in the Philippines involves a multi-step process, reflecting the country’s multi-agency regulatory environment. Whether you are a consumer, potential investor, or business partner, understanding how to check the Department of Trade and Industry (DTI) registration for sole proprietorships, the Securities and Exchange Commission (SEC) registration for corporations or partnerships, the local business permit from the LGU, and the Bureau of Internal Revenue (BIR) registration can provide peace of mind and protect you from engaging with non-compliant or fraudulent entities.
Always verify with the appropriate government office and request official records or certifications when necessary. For complex transactions or if you find irregularities, consult with a licensed attorney or qualified professional to ensure your legal and financial interests are safeguarded.
Disclaimer: This article is for general informational purposes only and may not reflect the most current legal developments. No part of this discussion is intended as legal advice. For specific concerns or detailed guidance, consult an attorney or the relevant government agency.