SEC Releases Guidelines on Authentication of Articles of Incorporation in the Philippines

SEC Releases Guidelines on Authentication of Articles of Incorporation in the Philippines

The Securities and Exchange Commission (SEC), under the SEC Memorandum Circular (MC) No. 16 Series of 2020, adopts a relaxed set of guidelines on the authentication of Articles of Incorporation in applications for registration of new domestic corporations, promoting an easier process for business registration in the Philippines.

Scope

The guidelines shall cover the registration of new domestic corporations.

Authentication by Incorporators

SEC shall accept Articles of Incorporation for registration provided that they are submitted along with the Certificate of Authentication signed by all incorporators.*

*SEC, under the guidelines, shall neither require notarization nor consularization of both the Articles of Incorporation and the Certificate of Authentication.

Acknowledgment Before A Notary Public

Incorporators who wish to acknowledge their Articles of Incorporation before a notary public may do so and will also be accepted by SEC.

Authentication of Articles of Incorporation Executed Abroad

Authentication of Articles of Incorporation that has been performed outside the Philippines may be:

  • Apostilled in accordance with the Apostille Convention or
  • Notarized/authenticated by a Philippine diplomatic or consular officer

Registration of Foreign Investments

New domestic corporations with more than forty percent (40%) foreign equity must present an application for registration of investments of foreign nationals using SEC Form F-100 upon the application for registration.

Authentication shall be required if the SEC Form F-100 was accomplished outside the Philippines. Otherwise, authentication shall not be necessary. 

Obtaining Corporate Registration Through Fraud or Misrepresentation

Acquired Registration of Corporation through fraud or misrepresentation shal be revoked.

A fine ranging from two hundred thousand pesos (P200,000.00) to two million pesos (P2,000,000.00) shall be imposed to those liable due to engagement, may it be direct or indirect assistance, in the formation of a corporation through fraud.

If the violation is considered injurious or detrimental to the public, the penalty shall range between four hundred thousand pesos (P400,000.00) to five million pesos (P5,000,000.00).

Willful Certification of Incomplete, Inaccurate, False, or Misleading Statements/Report

A fine ranging from twenty thousand pesos (P20,000.00) to two hundred thousand pesos (P200,000.00) shall be imposed to those who willfully certified a report with knowledge that it contains inaccurate, false, or misleading information or statements. 

If the unjust certification is injurious or detrimental to the public, the liable person shall be punished with a fine ranging from forty thousand pesos (P40,000.00) to four hundred thousand pesos (P400,000.00).

Separate Liability

Liability for the abovementioned offenses shall be distinguished from any other administrative, civil, or criminal liability under the Revised Corporation Code and other laws.

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