A Comprehensive Guide to Filing Articles of Incorporation in the Philippines
Disclaimer: This article is for informational purposes only and does not constitute legal advice. For specific concerns or complex transactions, it is advisable to consult with a qualified Philippine attorney or the Philippine Securities and Exchange Commission (SEC) directly.

1. Overview of the Legal Framework

The filing of Articles of Incorporation in the Philippines is primarily governed by the following laws, rules, and regulations:

Revised Corporation Code of the Philippines (Republic Act No. 11232) – This law repealed and replaced Batas Pambansa Blg. 68 (the old Corporation Code). It modernizes Philippine corporate law and provides new forms of organization (including One Person Corporations).
SEC Rules, Regulations, and Memorandum Circulars – The Securities and Exchange Commission (SEC) regularly issues circulars that detail or amend filing procedures, fee structures, documentary requirements, and other compliance obligations.
Other Applicable Statutes and Regulations – Depending on the nature of the business, additional requirements from agencies such as the Department of Trade and Industry (DTI), Bureau of Internal Revenue (BIR), or specialized government regulators may also apply.

2. Choosing an Appropriate Type of Corporation

Under the Revised Corporation Code, incorporators can choose from various forms of corporations:

Stock Corporation – Formed for profit, with capital stock divided into shares.
Non-Stock Corporation – Formed for charitable, educational, or other non-profit purposes, with no part of the income distributed as dividends to members.
One Person Corporation (OPC) – A single shareholder (natural person, trust, or estate) may form a corporation by fulfilling simplified requirements.

The basic process of filing Articles of Incorporation is similar, but some details (documentary requirements, content of the Articles, etc.) may differ depending on the type of corporation selected.

3. Pre-Filing Requirements

3.1 Name Verification

Online Name Reservation: Before drafting the Articles of Incorporation, the incorporators must check the availability of their proposed corporate name through the SEC’s online name verification system.
Compliance with Naming Rules: The chosen name must not be confusingly similar to an existing corporate name and must not include prohibited or restricted words unless specific permissions are obtained (for instance, certain government, professional, or regulatory terms).

3.2 Drafting the Articles of Incorporation

The Articles of Incorporation is the primary document that legally establishes the corporation. Under Section 14 of the Revised Corporation Code, it must contain:

Name of the Corporation
Purpose or Purposes (primary and secondary)
Principal Office Address (must be within the Philippines)
Term of Existence (can be perpetual under the Revised Corporation Code, unless a fixed term is desired)
Names, Nationalities, and Addresses of the Incorporators
Number of Directors or Trustees (in the case of a non-stock corporation)
Amount of Authorized Capital Stock (for stock corporations), the number of shares, and the par value of each share (if any)
Names, Nationalities, and Subscribed Shares of the original subscribers, as well as the amount paid (at least 25% of authorized capital must be subscribed, and at least 25% of the subscribed amount must be paid—though note the specific threshold amounts can vary)
Treasurer-in-Trust for stock corporations (the person authorized to receive payments on behalf of the proposed corporation prior to incorporation)
Other Matters required or authorized by law to be included

In one-person corporations, the Articles of Incorporation follow a simplified format that identifies only the sole shareholder and other relevant items (e.g., a nominee and alternate nominee, if required).

3.3 Corporate By-Laws (Where Applicable)

Although the Revised Corporation Code allows filing By-Laws after incorporation (within 15 days from receipt of official notice from the SEC), it is customary and often more efficient to file these simultaneously with the Articles. The By-Laws detail the internal governance mechanisms (board meetings, officer roles, membership provisions, etc.).

3.4 Treasurer’s Affidavit / Bank Certificate of Deposit

For stock corporations, a Treasurer’s Affidavit or a bank certificate of deposit is typically required to prove that the portion of the subscribed capital stock indicated in the Articles of Incorporation has indeed been paid into the treasurer-in-trust account.

4. The Filing Process with the SEC

4.1 Online Submission and SEC Electronic Filing

The SEC has expanded the use of its Electronic Simplified Processing of Application for Registration of Company (eSPARC) and other online portals. Generally, the steps include:

Access the SEC eSPARC portal to begin the online registration.
Upload the Draft Documents (Articles of Incorporation, By-Laws, Treasurer’s Affidavit, etc.).
Input Required Information such as corporate name, address, incorporators’ details, financial statements (if applicable), capital structure, and so on.
Pay the Registration Fees through the SEC’s designated payment channels (online payment platforms, over-the-counter at certain banks, etc.).

4.2 Manual or In-Person Filing (If Required)

While the SEC is digitalizing its processes, certain circumstances or follow-up actions may still require physical submission (e.g., if the system cannot automatically verify your documents, if you are asked for clarifications, or if you have a special case). In these instances:

Secure an Appointment through SEC’s scheduling system.
Bring Hard Copies of the signed Articles of Incorporation, By-Laws, Treasurer’s Affidavit, proof of name reservation, and other required documents.
Pay the Necessary Fees at the SEC cashier if not done online.

4.3 SEC Evaluation

After submission, SEC officers will review the documents to ensure:

Compliance with the Revised Corporation Code and SEC regulations
Accuracy and consistency of all required information
Payment of the correct filing and registration fees

If there are deficiencies, the SEC typically issues a notice to the applicant indicating what corrections or additional documents are needed.

5. Issuance of the Certificate of Incorporation

Once the SEC approves the application, it will issue a Certificate of Incorporation, officially signifying the creation of the juridical entity. This certificate includes your corporation’s SEC registration number and the date of incorporation. From this point, the corporation exists as a separate legal entity.

6. Post-Incorporation Requirements

Barangay Clearance & Mayor’s Permit – Register with the local government where the principal office is located.
BIR Registration – Secure a Tax Identification Number (TIN) and other tax-related registrations, including authority to print receipts and registration of books of accounts.
Social Agencies – For hiring employees, registration with the Social Security System (SSS), Philippine Health Insurance Corporation (PhilHealth), and Home Development Mutual Fund (Pag-IBIG) is required.
Other Industry-Specific Licenses – Depending on your company’s line of business, you may need approvals or permits from specific governmental agencies (e.g., Food and Drug Administration, Bangko Sentral ng Pilipinas, etc.).

Failure to comply with these post-incorporation requirements can result in penalties or may hinder your company’s ability to operate.

7. Common Pitfalls and Tips

Name Availability: If the SEC disapproves the proposed name or finds similarity to an existing entity, it can delay your registration. Always perform a thorough name check.
Inaccurate or Incomplete Documents: Mismatched information across the Articles, Treasurer’s Affidavit, and other supporting documents will result in delays.
Not Paying Attention to Share Subscriptions: Stock corporations must meet the minimum subscription and paid-up capital requirements; failing to adhere to this will cause rejections or delays.
By-Law Filing Deadlines: If By-Laws are not filed at the time of incorporation, remember to submit them within the 15-day window once the SEC notifies you—delays lead to penalties.
Keeping Track of Updates: SEC circulars and memoranda can change procedures and fees. Always consult the latest issuance or the SEC website before finalizing your application.

8. Frequently Asked Questions (FAQs)

Can I form a corporation by myself in the Philippines?
Yes. The Revised Corporation Code introduced the One Person Corporation (OPC), which allows a single incorporator. Certain industries, however, may prohibit OPCs or have additional restrictions.
How long does SEC incorporation take?
Processing times can vary depending on SEC workload, the completeness of your documents, and the complexity of your application. In straightforward cases using the SEC’s online portal, approval can be given in a matter of days or weeks.
Is it mandatory to hire a lawyer to prepare the Articles of Incorporation?
It is not strictly required, but seeking professional assistance is strongly recommended to avoid errors, ensure compliance with the law, and address unique concerns related to your business.
What if my proposed corporate name is disapproved?
The SEC will typically provide guidance. You must propose alternative names and undergo the verification process again.
What are the primary differences between a stock and non-stock corporation?
- A stock corporation has share capital and issues dividends to its shareholders when profitable.
- A non-stock corporation does not issue shares and does not distribute profits to members; any funds are used to further the purpose of the organization.

9. Conclusion

Filing Articles of Incorporation in the Philippines is a critical step in formalizing and legalizing your business or non-profit entity. The process has become more streamlined with online registration systems, but it still requires careful preparation of documents, timely payments of fees, and strict adherence to SEC regulations and the Revised Corporation Code. By staying updated on the latest rules, verifying your chosen corporate name early, accurately preparing all required documents, and meeting post-incorporation obligations, you can successfully establish a corporation in the Philippines.

Should you encounter complex legal or regulatory concerns, it is always prudent to seek guidance from a Philippine lawyer or a corporate services provider to ensure full compliance and smooth registration.