Do you know you can register a corporation in the Philippines fully online in one day? This can be done using the Electronic Simplified Processing of Application for Registration of Company (eSPARC), a web-based platform created by the Securities and Exchange Commission (SEC) to streamline the registration of corporations in the Philippines.
What is eSPARC?
The eSPARC simplifies the registration of corporations in the Philippines by digitizing the registration process, eliminating the need for physical processing at SEC offices.
There are two methods for processing applications in eSPARC:
1. Regular Processing
2. OneSEC Processing
While both methods are done online, the main difference is that OneSEC Processing enables the submission and registration of corporations in one day.
OneSEC Processing
OneSEC enables the automatic generation of a valid Certificate of Incorporation through digital authentication without the need for physical signing, notarization, and hardcopy submission. This makes incorporation fully automated.
Who are covered?
OneSEC is available only for domestic stock corporations owned 100% by Filipinos, particularly the following:
• One Person Corporation
• Corporation with 2 to 15 Incorporators
All other types of corporations will be processed through Regular Processing.
Conditions for OneSEC
The SEC lists down the following conditions that must be conformed within a period of one day to be able to complete the OneSEC Processing:
- The company classification is “All Filipino”;
- The proposed corporate name must comply to the following: (a) has a name descriptor according to its industry classification; (b) does not contain any Trade Name/s ; (c) not subject to any Letter of Appeal for reconsideration; (d) in explicit form (any set or group of letters does not contain any acronym or meaning);
- The primary purpose or the main activity is predetermined and is not subject to any modification/correction;
- The corporate term of existence is perpetual;
- The incorporator/s, members of the Board of Directors and subscribers are Natural Person/s, of legal age and resident/s of the Philippines;
- The applicant corporation is not located in any of the economic zones;
- The share type classification contains the following : (a) Common Shares; (b) with Par Value and (c) Amount of par value is not less than P1.00 and in non-decimal currency;
- The Mode of Payment for the subscription of shares is CASH;
- Once the application is completed, the registration fees are paid immediately through the SEC eSPAYSEC;
- The applicant corporation is not required to secure clearance/endorsement from any Department of SEC and/or other government agency/ies;
- None of the incorporators, stockholders/members, directors/trustees, beneficial owners, and officers of the applicant corporation have been convicted of or have pending criminal or administrative case of felony or misdemeanor involving investment or investment-related business, fraud, false statements or omissions, wrongful taking of property, bribery, forgery, counterfeiting or extortion, or other felonies; and
- None of the incorporators, stockholders/members, directors/trustees, beneficial owners, and officers of the applicant corporation are included in pertinent sanctions list circularized by the Bangko Sentral ng Pilipinas (BSP), the Anti-Money Laundering Council (AMLC), the Anti-Terrorism Council (ATC), and other domestic and/or international entities or organizations, such as the Office of Foreign Assets Control (OFAC) of the U.S. Department of Treasury and the United Nations Sanctions List.
Note that the above conditions are only for one day, and does not prevent a corporation from making any amendment or other corporate changes in the future.
Step-by-step Guide
1. Create an eSECURE account
2. Log into eSPARC and choose “OneSEC with ZERO Processing“.
3. Complete data fields, reserve the corporate name, and upload supporting documents, if applicable.
4. Authenticate the documents in eSAP.
5. Pay fees through eSPAYSEC.
6. Download the digitally signed Certificate of Incorporation.
For a more detailed explanation on the process, you can check this comprehensive guide from the SEC: OneSEC User Guide.
Useful Tips
Below are some practical tips that you can consider before you begin your registration to avoid delays:
• Identify the applicant or authorized representative. The person processing the registration should be indicated as the applicant/authorized representative as the SEC will send all communications related to the registration to his/her email.
• Make the official and alternate e-mail addresses accessible. A verification link will be sent to both emails in order to complete the application.
• Register the eSECURE accounts of each incorporator and the treasurer in advance. They will be require to have their own eSECURE accounts credentialed with the SEC.
