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Registration of Corporations
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Stock
Corporation |
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Basic
Requirements |
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1. |
Name
Verification Slip (secure online or from SEC Name
Verification Unit) |
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2. |
Articles of
Incorporation and By-Laws |
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3. |
Treasurer's
Affidavit |
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4. |
Affidavit of
incorporator or director undertaking to change corporate
name (not required if Articles of Incorporation has
provision
on this commitment) |
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5. |
Registration
Data Sheet |
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Additional Requirements |
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1. |
Indorsements/clearances
from other government agencies, if applicable. |
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2. |
For
corporations with foreign equity, submit Proof of Remittance
by non-resident aliens and foreign corporate subscribers who
want to register their investment with Bangko Sentral ng
Pilipinas ( BSP ) |
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3. |
For
corporations with more than 40% foreign equity, submit
Application Form F- 100 |
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4. |
Additional
requirements based on kind of payment of subscription
indicated hereunder |
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a. Cash |
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1. |
Bank
Certificate of deposit of paid up capital notarized in place
where executed |
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2. |
Proof of
remittance or bank certificate ( only for those corporations
with foreign subscribers who want to register their
investment with the BSP |
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b. Land and/ Building/Condominium Units |
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1. |
Detailed
schedule of the property showing its registered owner,
location, area, TCT No., Tax declaration number and the
basis of transfer value ( market value / assessed value /
Zonal value or appraised value ). |
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2. |
Copy(ies) of
TCT/CCT and tax declaration sheet(s) certified by Register
of Deeds and Assessor's Office respectively. |
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3. |
Latest zonal
valuation certified by BIR , if transfer value is based on
zonal value. |
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4. |
Appraisal
report by a licensed real estate appraiser, if transfer
value is based on appraised value ( not more than 6 months
old ). |
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5. |
Deed of
assignment with primary entry by Register of Deeds. |
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6. |
If property is
mortgaged, submit mortgagee/creditor's certification on the
outstanding loan balance and his consent to the transfer of
property |
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7. |
For assignment
of buildings where assignor is not the owner of the land,
submit the lease contract on the land and consent of the
land owner to the transfer. |
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c. Inventories / Furniture / Personal Properties |
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1. |
Detailed
schedule of the property showing its description and the
basis of transfer value ( market value or book value ).
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2. |
Special audit
report by an independent CPA on the verification and
valuation of the property. |
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3. |
Deed of
assignment of property to the corporation. |
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d. Heavy Equipment and Machinery |
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1. |
Detailed
schedule of the property showing its description and the
basis of transfer value ( book value or appraised value ).
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2. |
Appraisal
report by a licensed mechanical engineer (not more than 6
months old). |
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3. |
Deed of
assignment of property to the corporation. |
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e. Shares of Stock |
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1. |
Detailed
schedule of the shares of stock indicating the stockholder,
stock certificate number, no. of shares and the basis of
transfer value ( market value or book value ). |
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2. |
Audited
financial statements of the investee company as of the last
fiscal year duly stamped received by BIR and SEC. |
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3. |
Deed of
assignment of the shares of stock to the corporation. |
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4. |
Certification
by the Corporate Secretary of the investee company that the
shares are outstanding in the name of the assignor. |
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5. |
Photocopy (ies)
of the stock certificates (present original for
verification). |
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6. |
Latest market
quotation in the newspaper or certification from the stock
exchange/broker as to the latest market price of the shares
of stock ( if same are listed in the stock exchange) |
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f. Motor Vehicles |
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1. |
Detailed
inventory of the motor vehicles showing the registered
owner, make/model, plate number, chassis number, motor
number, certificate of registration number, and market
value. |
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2. |
Photocopy of
the Certificate of Registration and official receipt of
annual registration fee (present original for verification). |
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3. |
Appraisal
report by a licensed mechanical engineer (not more than 6
months old) |
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4. |
Deed of
assignment of the motor vehicle to the corporation. |
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g. Sea Vessel / Aircraft |
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1. |
Detailed
inventory of the vessel/aircraft showing the registered
owner, registry number, technical description, and appraised
value. |
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2. |
Certified true
copy of the certificate of ownership. |
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3. |
Certificate of
seaworthiness / airworthiness issued by appropriate
government agency. |
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4. |
Appraisal
report by a licensed mechanical engineer (not more than 6
months old). |
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5. |
Deed of
assignment of the vessel/aircraft to the corporation. |
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h. Intangibles |
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1. |
Copy of the
mining permit ( for mining claims/rights ). |
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2. |
Appraisal
report by an accredited appraisal company (not more than 6
months old). |
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3. |
Deed of
assignment of intangibles to the corporation. |
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Notes: |
1. Item nos. 5 to 10 shall be complied with only if
the same are applicable
2. Corporation should use the name of the
partnership dropping only the word "company" and
adding either the words "corporation" or
"incorporated" or their abbreviation.
3. Filing of Articles of Dissolution and Articles of
Incorporation or Increase of authorized capital
stock should be simultaneous. |
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