January 29, 2023

The Securities and Exchange Commission has relaxed the requirements for the registration of domestic corporations by accepting articles of incorporation authenticated by incorporators.

The Commission on April 29 approved the Guidelines on Authentication of Article of Incorporation in Applications for Registration of New Domestic Corporations under SEC Memorandum Circular 16, s. 2020.

Under the guidelines, the SEC will accept for registration articles of incorporation that are accompanied by a certificate of authentication signed by all incorporators in the prescribed form.

The articles of incorporation and the certificate of authentication will no longer have to be notarized or consularized.

Nonetheless, the incorporators may choose to acknowledge the articles of incorporation before a notary public. If executed outside the Philippines, the articles of incorporation may be apostilled or notarized or authenticated by a Philippine diplomatic or consular officer.

In the case of a domestic corporation with more than 40 percent foreign equity, the application for registration of investments of non-Philippine nationals using SEC Form F-100 must be apostilled or notarized or authenticated by a Philippine diplomatic or consular officer only if the same is executed outside the country.

The registration of a corporation, which has procured its certificate of registration through fraud or misrepresentation, shall be revoked.

Furthermore, those responsible for the formation of said corporation or who assisted directly or indirectly therein shall be punished with a fine ranging from P200,000 to P2 million. When the violation is injurious or detrimental to the public, the penalty shall be a fine ranging from P400,000 to P5M.

Willfully certifying incomplete, inaccurate, false or misleading statements or reports shall likewise be punishable with a fine ranging from P20,000 to P200,000.

When the wrongful certification is injurious or detrimental to the public, the responsible person may be punished with a fine ranging from P40,000 to P400,000.

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

“By easing the requirements for company registration, we hope to further encourage the formation of businesses and attract more investments that will subsequently generate more employment opportunities and support our economy’s overall growth,” SEC Chairperson Emilio B. Aquino said. – Press release

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