Stock corporations in the Philippines are those characterized by the following: a) with a capital stock divided into shares among the stockholders; and b) there is a distribution of dividends based on the shares owned. Therefore, as long as the corporation meets the abovementioned requisites, it is classified as a stock corporation, regardless of size, popularity, amount of capital and other similar circumstances.
For registration of stock corporations in the Philippines, the process is two-tiered: The first tier involves preparation of documentary requirements which are as follows:
- Articles of Incorporation
- Name Reservation Slip
- Bank Certificate of Deposit
- Treasurer’s Affidavit
- Undertaking to Change the Name of the Corporation
The second tier on the other hand, includes the registration proper at the Securities and Exchange Commission (SEC). The following is the step-by-step procedure:
Step 1. Reserve the company name. The name agreed upon by all incorporators must be reserved at the SEC or through its SEC i-Register system online.
Step 2. Preparation of documents. The articles of incorporation, bank certificate of deposit, treasurer’s affidavit and other documentary requirements must be printed out and signed by the authorized signatories.
Step 3. Submission of the documents at SEC. All documents must be submitted to the SEC for assessment and review. At this juncture, the SEC officer checks whether all formal requirements were complied with. He may also require submission of additional documents to support the application.
Step 4. Payment of the required fees. Filing fees usually depend on the outstanding capital stated in the Articles of Incorporation. Other fees to be paid include payment for the stock and transfer book.
Step 5. Issuance and release of the Certificate of Registration. This certificate is oftentimes issued weeks after the submission of all documentary requirements. The date stated in the certificate indicates the birth of the corporation.