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Process of Incorporation
1. Verify and Reserve the Company Name with the Securities and Exchange Commission
(SEC)
The verification of the availability business name can be done online but the reservation fee
must be paid directly to the SEC along EDSA near Ortigas Avenue. Pay Php40.00 to reserve
the name for the first 30 days. It can be extended up to 90 days, just pay Php120 every time
extension is requested.
2. Prepare the Articles of Incorporation, By-Laws, and Treasurer’s Affidavit. Have the Articles
of Incorporation and Treasurer’s Affidavit Notarized
If you must, consult a lawyer about these documents. Make the incorporators sign on all
pages and have a notary public sign the Articles and the Treasurer’s Affidavit.
4. Register with the SEC and receive a pre-assigned Tax Identification Number
Registration may be done online but payment must be made directly to the SEC.
7. Obtain Business Permit to Operate from Your City’s Business Permits and Licensing Office
9. Go to Bureau of Internal Revenue (BIR), Specifically the Revenue District Office (RDO)
Where the Head Office of the Organization Is Located to Apply for Certificate of Registration
and Register the Pre-Assigned TIN from the SEC
For tax concerns, registration with the BIR is necessary.
10. Pay Registration Fee and Documentary Stamps at an Authorized Agent Bank (AAB)
Within the RDO
Payments are not accepted in the RDOs. Taxpayers are to pay fees and taxes through
authorized banks.
11. Get Authority to Print Receipts and Invoices from the BIR
Printers will not print official receipts and invoices if there is no authority to print documents
from the BIR.
13. Bring Books of Accounts and Printer’s Certificate of Delivery to BIR and Have Them
Stamped
The printer will provide you with a Certificate of Delivery and this must be presented to the
RDO within 30 days of issuance together with the books of accounts.
Assignment of Shares
Shareholders may be increased after the company is incorporated. Likewise, shares are
transferable. Here are the steps when re-assigning shares:
1. Assignor and Assignee execute a Deed of Assignment of Shares of Stocks and have it
notarized.
2. Pay the corresponding Capital Gains Tax and documentary stamp.
3. BIR issues Certificate Authorizing Registration (CAR)
4. Present CAR to the Corporate Secretary.
5. Corporate Secretary records the transfer of shares in the company’s Stock and Transfer
Book.
6. Corporate Secretary ensures the submission of revised General Information Sheet.
7. The old Certificate of Stock is canceled and a new one is issued in favor of the new
shareholder.