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Company Registration Certificate

Company Registration Certificate Template for Philippines

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Key Requirements PROMPT example:

Company Registration Certificate

"I need a Company Registration Certificate for a technology startup with 40% Japanese investment to be incorporated in Manila by March 2025, with primary business activities in software development and AI consulting."

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Document background
The Company Registration Certificate is a crucial corporate document issued by the Securities and Exchange Commission (SEC) of the Philippines, required under the Revised Corporation Code of the Philippines. This certificate serves as the primary evidence of a company's legal existence and compliance with registration requirements in the Philippine jurisdiction. It is obtained after completing the incorporation process and submitting all necessary documentation, including the Articles of Incorporation, By-laws, and other supporting documents. The certificate is essential for various business activities, including opening bank accounts, securing permits and licenses, entering into contracts, and establishing business relationships. It contains vital information about the company's identity, structure, and compliance status, making it a fundamental document for legal and business operations in the Philippines.
Suggested Sections

1. Certificate Header: Official SEC header and certificate title including the certificate number

2. Company Identification: Full registered name of the corporation and any approved business names or trade names

3. Registration Declaration: Formal statement declaring that the company has been duly registered under Philippine laws

4. Corporate Details: Primary business address, incorporation date, and term of existence

5. Capital Structure: Authorized capital stock, subscribed capital, and paid-up capital details

6. Primary Purpose: The main business purpose and activities of the corporation

7. Board of Directors: Names and details of the initial board of directors and corporate officers

8. Shareholders Information: List of incorporators and major shareholders with their respective shareholdings

9. Official Certification: SEC authentication statement, date of issuance, and official seal

10. Signatures: Authorized SEC officer's signature and designation

Optional Sections

1. Secondary Purposes: Additional business activities the corporation may engage in, included when the company has declared multiple business purposes

2. Foreign Investment Details: Required for corporations with foreign equity, detailing the percentage of foreign ownership and compliance with foreign investment regulations

3. Branch Office Details: Required for foreign corporations establishing a branch office in the Philippines

4. Special Licenses: References to special permits or licenses required for regulated industries

5. Corporate Group Structure: Included for subsidiaries or affiliates of larger corporate groups, showing ownership linkages

Suggested Schedules

1. Articles of Incorporation: Complete copy of the approved Articles of Incorporation

2. By-Laws: Complete copy of the approved corporate By-Laws

3. Treasurer's Affidavit: Sworn statement regarding the paid-up capital of the corporation

4. Certificate of Bank Deposit: Proof of deposit of paid-up capital in a Philippine bank

5. Tax Identification Certificate: Copy of the company's TIN registration

6. Special Permits: Copies of any industry-specific permits or licenses required for operation

7. Foreign Investment Approval: For foreign-owned companies, documentation of approved foreign investment

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Corporation
Articles of Incorporation
By-Laws
Board of Directors
Corporate Secretary
Principal Office
Authorized Capital Stock
Subscribed Capital
Paid-Up Capital
Primary Purpose
Secondary Purpose
Incorporators
Shareholders
Corporate Officers
Securities and Exchange Commission
Tax Identification Number
Foreign Investment
Domestic Corporation
Foreign Corporation
Branch Office
Representative Office
Corporate Name
Trade Name
Term of Existence
Corporate Powers
Majority Interest
Stock Corporation
Non-Stock Corporation
Registration Date
Certificate Number
Relevant Industries

Financial Services

Manufacturing

Retail

Technology

Real Estate

Professional Services

Healthcare

Education

Construction

Transportation

Hospitality

Agriculture

Mining

Energy

Telecommunications

Import/Export

Entertainment

Tourism

Relevant Teams

Legal

Compliance

Finance

Administration

Corporate Secretariat

Risk Management

Corporate Governance

Tax

Operations

Executive Management

Board Secretariat

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Compliance Officer

Chief Financial Officer

Legal Counsel

Business Development Manager

Administrative Officer

Risk Manager

Corporate Governance Officer

Finance Director

Managing Director

Board Director

Company Registrar

Operations Manager

Tax Manager

Business Owner

Entrepreneur

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): The primary legislation governing the establishment, organization, and regulation of private corporations in the Philippines. It outlines requirements for incorporation, corporate structure, and compliance.
Securities Regulation Code (Republic Act No. 8799): Regulates the securities market and provides requirements for corporate registration, especially for companies planning to issue shares or securities.
SEC Memorandum Circular No. 16, Series of 2009: Provides guidelines for corporate name verification and reservation, which is a crucial step in company registration.
National Internal Revenue Code (Republic Act No. 8424): Contains tax registration requirements and obligations for newly registered companies, including the need to obtain a Tax Identification Number (TIN).
Anti-Money Laundering Act (Republic Act No. 9160): Imposes requirements for corporate transparency and beneficial ownership disclosure during company registration to prevent money laundering.
Foreign Investments Act (Republic Act No. 7042): Relevant for companies with foreign ownership, defining foreign investment restrictions and requirements in corporate registration.
SEC Memorandum Circular No. 28, Series of 2020: Provides updated guidelines on corporate governance and reporting requirements for registered corporations.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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