Certificate of Authority Template for United States

A Certificate of Authority is an official permit from the Securities and Exchange Commission that allows corporations, partnerships, or organizations to legally operate in the Philippines. It serves as proof that a business entity has met all regulatory requirements and can conduct its specified activities.

Companies need this certificate before they can start their operations, particularly in regulated industries like banking, insurance, and securities trading. The SEC issues this document after reviewing the organization's papers, capitalization, and compliance with Philippine laws. Operating without a valid Certificate of Authority can result in penalties and legal consequences.

You need a Certificate of Authority before launching any regulated business operations in the Philippines. This requirement applies when starting a corporation, partnership, or organization that handles financial services, insurance products, or securities trading. Getting this certificate early helps avoid costly delays and legal complications.

Present your Certificate of Authority when bidding on government contracts, applying for business permits, or establishing relationships with banks and other financial institutions. It's especially crucial during regulatory inspections and audits, as operating without one can lead to immediate closure and substantial fines from the SEC.

• Primary Business Certificate: Issued by the SEC for general corporate operations, allowing companies to conduct their main registered business activities
• Financial Services Authority: Specialized version required for banks, lending companies, and investment houses with additional regulatory requirements
• Insurance Authority Certificate: Specific type for insurance companies and brokers, incorporating Insurance Commission requirements
• Foreign Branch Certificate: Tailored for international companies establishing operations in the Philippines
• Secondary License: Additional authority for companies engaging in specialized regulated activities beyond their primary business scope

• Corporate Officers: Responsible for applying for and maintaining the Certificate of Authority, ensuring compliance with SEC requirements
• SEC Officials: Review applications, issue certificates, and conduct periodic audits to verify continued compliance
• Legal Counsel: Assists in preparation of requirements, ensures proper documentation, and handles regulatory correspondence
• Business Partners: Rely on valid Certificates of Authority when entering into contracts or business relationships
• Regulatory Compliance Officers: Monitor ongoing compliance with certificate conditions and handle renewal requirements

• Business Information: Gather complete corporate details, including SEC registration number, business name, and primary business activities
• Capital Structure: Document paid-up capital, shareholding pattern, and investment details as required by SEC guidelines
• Officer Credentials: Compile board resolutions, valid IDs, and authority documents for corporate representatives
• Operational Details: Prepare business plan, physical office address, and proposed scope of activities
• Compliance Documents: Collect tax clearances, permits from other agencies, and proof of regulatory compliance for your industry

• Official Header: SEC logo, document title, and official certificate number
• Company Details: Full registered name, SEC registration number, principal office address
• Authorization Scope: Specific business activities and operations being authorized
• Validity Period: Issue date, effectivity date, and expiration terms
• Regulatory Citations: References to relevant SEC rules and regulations
• Official Signatures: Authorized SEC officer's signature, seal, and verification details
• Terms and Conditions: Operating requirements, compliance obligations, and reporting duties

A Certificate of Authority is often confused with a Letter of Authority, but they serve distinctly different purposes in Philippine business and legal contexts. While both documents grant certain powers, their scope and legal weight differ significantly.

• Legal Status: A Certificate of Authority is an official SEC document allowing business operations, while a Letter of Authority typically delegates specific tasks or responsibilities to an individual
• Duration: Certificates of Authority have longer validity periods and require formal renewal, whereas Letters of Authority often cover temporary or specific transactions
• Issuing Authority: The SEC exclusively issues Certificates of Authority, but any authorized person or organization can issue a Letter of Authority
• Scope of Power: A Certificate of Authority grants comprehensive business operating rights, while a Letter of Authority typically covers limited, specific actions or transactions