Post-Incorporation Steps in the Philippines: What to Do After SEC Registration?

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Many new corporations assume that once the Securities and Exchange Commission (SEC) issues the Certificate of Incorporation, the company is already fully ready to operate.

That is a common misconception.

The reality is that a new corporation must still take several steps after incorporation in order to begin operations properly and avoid compliance issues. SEC registration merely gives the corporation its juridical personality, i.e., it brings the corporation into legal existence . However, it does not by itself complete the necessary licenses, permits, and operating setup that a business needs to operate and transact properly.

After incorporation, the next task is to make the corporation operationally ready.

Below is a practical guide to the key post-incorporation steps in the Philippines:

1. Corporation Organization

Before moving to business and tax registration, organizing the corporation internally is the most important foundational step. It lays the groundwork for the corporation’s subsequent actions.

a. Organize the board and elect the officers

The board of directors or trustees should formally organize and elect the corporation’s officers. The Revised Corporation Code requires, at a minimum, the following corporate officers:

  • President
  • Treasurer
  • Corporate Secretary
  • Compliance Officer, if the corporation is vested with public interest

The President must be a director, the Treasurer must be a resident of the Philippines, and the Corporate Secretary must be a Filipino citizen and resident of the Philippines.

There is no strict deadline for holding an organizational board meeting to elect the corporate officers after incorporation. However, as a practical matter, it is best to do this early. Many of the corporation’s next steps require duly elected officers to carry out key operational and governance functions.

b. Set up the basic operating authority

Once the officers are elected, the corporation should formally authorize them not only to perform their official functions, but also to carry out specific actions on behalf of the corporation.

Among the typical authorities granted are:

  • acting as authorized representative to handle Bureau of Internal Revenue (BIR), local government unit (LGU), and other government transactions;
  • opening the corporate bank account; and
  • acting as bank signatories for the corporation.

In practice, the board often delegates a set of authorities to certain officers and, where appropriate, employees during the same organizational meeting. Otherwise, operational bottlenecks may arise since a board meeting would have to be held each time a specific authority is needed. After all, it is the board that generally exercises the powers of the corporation, unless authority is property delegated.

Delegation of authority helps reduce this burden on the board and makes day-to-day operations more efficient.

Although not always a standalone statutory requirement, evidence of these authorities is normally required in actual transactions with government offices, banks, and other businesses.

c. Prepare the Stock and Transfer Book/ Membership Book

    The names of stockholders or members, as well as the shares subscribed and issued, should be recorded by the corporation in the Stock and Transfer Book or the Membership Book, whichever is applicable. This is normally maintained through the Corporate Secretary or the stock transfer agent, as the case may be.

    The Stock and Transfer Book or the Membership Book is the primary and official record of share ownership or membership in the corporation. It prevails over the General Information Sheet (GIS) in determining the corporation’s actual stockholders or members.

    For stock corporations, the Stock and Transfer Book records share issuances, transfers, and changes in stock ownership. For non-stock corporations, the Membership Book serves as the equivalent record of membership admission or termination.

    This book should not be overlooked. It serves as the primary reference for determining the existing stockholders or members entitled to vote during stockholders’ or members’ meetings. It is also among the first records examined when there is a share transfer, a new investor, or a due diligence review.

    The Stock and Transfer Book or the Membership Book may be procured from the SEC. A corporation may also choose to use loose-leaf or computerized records for its book, but it must ensure compliance with the relevant SEC rules.

    d. Issue stock certificates, where applicable

    For stock corporations, apart from recording share issuances in the Stock and Transfer Book, the corporation should also issue the stock certificates, where applicable.

    Share ownership should not remain reflected only in the Articles of Incorporation, or for new shareholders, in subscription or transfer documents. It should be properly documented both in the Stock and Transfer Book and in the corresponding stock certificate, which should both be aligned.

    Stock certificates serve as evidence of share ownership, together with the Stock and Transfer Book, and are more directly relevant than the GIS for this purpose. For transfers of shares, the stock certificate will eventually serve as an important document. In fact, when a stock certificate is lost, stolen, or destroyed, the law recognizes a formal procedure for issuing a replacement certificate.

    There is no strict prescribed format for a stock certificate. Readily-made forms available in local bookstores are commonly used. Other corporations prepare their own stock certificate book.

    2. Tax Compliance

    Tax matters are often the next important step once corporate organization is completed given the significant compliance risk involved.

    a. Register with the BIR

    The corporation should register with the BIR on or before commencement of business, which is reckoned from the first sale transaction or within 30 calendar days from the issuance of the Mayor’s Permit or the SEC Certificate of Incorporation, whichever comes first.

    Once registered, the BIR will issue the Certificate of Registration (COR), which reflects the corporation’s Tax Identification Number (TIN), registered activities, and tax types, among others.

    This, however, covers only the registration of the head office. If the corporation will operate in separate business locations, it should also register branches or facilities with the BIR. This is especially relevant for businesses with multiple stores or operations in locations outside the head office.

    BIR registration may now be processed through several online channels, such as the Philippine Business Hub, BIR’s NewBizReg Portal, and ORUS. However, depending on the stability of these systems, it may still be best to register directly with the local Revenue District Office.

    b. Register the Books of Accounts and Secure the Authority to Print Invoices

    For a newly incorporated business, BIR registration is not limited to securing the COR. It also covers the following important steps:

    • registration of books of accounts; and
    • application for an Authority to Print (ATP) invoices.

    Registration of books of accounts is now done through ORUS. For new business registrants, this must generally be completed before the deadline for filing of the initial quarterly or annual income tax return, whichever comes earlier. Upon successful registration, a QR code stamp is generated through ORUS and must be printed and pasted on the first page of the books.

    The application for an ATP generally entails prior coordination with a BIR-accredited printers, as a sample invoice must be submitted as part of the application. Once approved, the taxpayer receives the ATP or BIR-printed invoices, as applicable, together with the Notice to Issue Invoice.

    Other taxpayer registration matters may also be relevant, depending on the nature of business.

    c. Pay documentary stamp tax on original issuance of shares, if applicable

    For stock corporations, the original issuance of shares be subject to documentary stamp tax (DST).

    Currently, the DST on the original issuance of shares of stock is 75% of 1% of the par value of shares, or 0.75%. For shares without par value, the tax is based on the actual consideration for the issuance.

    The more immediate practical point is timing. For original issuance of shares, the return must be filed and the tax paid within 5 days after the close of the month when the taxable document was made, signed, issued, accepted, or transferred.

    In the case of new corporations, the reckoning point is the close of the month of the date of registration with the SEC as shown in the Certificate of Incorporation.

    3. Business Registration

    a. Obtain Mayor’s Permit and other local permits

    A corporation that is preparing to begin actual operations will generally need to secure applicable permits from the relevant city or municipality. This primarily refers to the Mayor’s Permit or Business Permit.

    Depending on the relevant local government unit (LGU) and the nature of the business, processing for the Mayor’s Permit may be done online or onsite. It may also require obtaining barangay clearances, zoning-related requirements, fire safety documents, sanitary permits, occupancy-related documents, or other local clearances.

    The exact requirements vary. It is best to check with the pertinent LGU on the applicable process and documentary requirements.

    b. Secure secondary licenses or special permits, where applicable

    Some corporations need more than the usual post-incorporation registrations. Depending on the business, a secondary license or sector-specific approval may still be required before operations can lawfully begin.

    The SEC Certificate of Incorporation itself expressly states that incorporation does not authorize a corporation to engage in activities that require additional approval or a secondary license, such as certain securities, lending, financing, investment-taking, or other regulated activities, which may require permits from other government agencies.

    Depending on the business, additional approvals may be needed from agencies such as the:

    • Food and Drug Administration, for activities related to food, drugs, cosmetics, and certain health-related products;
    • Bangko Sentral ng Pilipinas (BSP), for banking and other BSP-regulated activities;
    • Insurance Commission, for insurance-related activities; and
    • Department of Environment and Natural Resources, for activities with environment impact.

    A new corporation must determine early on and before launching operations whether its activity will require secondary licenses or sector-specific permits.

    4. Employer Registration

    New corporations are not necessarily established with immediate operations or employees in mind. Some may exist initially as holding companies or asset-holding vehicles. However, as soon as employees are onboarded, an additional compliance layer arises, apart from business and tax obligations.

    a. Register with SSS, PhilHealth, and PAG-IBIG

    Employer registration with the relevant social security agencies, namely, the Social Security System (SSS), PhilHealth, and PAG-IBIG Fund, should be completed once the corporation hires employees.

    SSS provides social insurance, PhilHealth provides health insurance coverage, and the PAG-IBIG Fund serves as a provident fund intended to encourage savings and support housing-related benefits. Mandatory contributions are sourced from both the employee and employer in support of the mandate of these agencies.

    The Philippine Business Hub provides a platform intended to centralize applications with the social security agencies. However, given current limitations in practice, registration may still require coordination with or visits to the individual agencies.

    d. Register with DOLE, where applicable

    Registration with the Department of Labor and Employment (DOLE) is required for employers, where applicable, to ensure compliance with occupational safety and health standards. However, this also entails reportorial requirements as an additional compliance obligation.

      Final note

      SEC registration is an important milestone, but it is not the finish line.

      Incorporation creates the corporation, but the registrations, permits, and internal corporate actions that follow are what make the corporation ready to operate in practice.

      For businesses moving from incorporation to actual operations, the next steps should be clarified early and, ideally, immediately after incorporation, before preventable compliance gaps accumulate.

      Even after taking these post-incorporation steps, the corporation should continue monitoring its obligations before compliance issues take shape. A corporation that misses early deadlines often spends more time and money fixing avoidable issues later.

      If you need assistance in proceeding with the next steps after incorporation, you may schedule a consultation with us.