You register through the SEC's eSPARC (Electronic Simplified Processing of Application for Registration of Company) online portal: reserve and verify your corporate name, complete the application and upload the Articles of Incorporation and By-laws, pay the assessed fees, then submit originally signed and notarized hard copies within the period the SEC specifies. The Revised Corporation Code (RA 11232) made this easier than it used to be — a corporation needs as few as one incorporator (up to fifteen), has no minimum capital stock requirement except where a special law says otherwise, and by default exists perpetually. Once approved, the SEC releases the Certificate of Incorporation (COI).
How Many Incorporators You Actually Need
Under Section 10 of the Revised Corporation Code, any person, partnership, association, or corporation may organize a corporation for any lawful purpose, singly or jointly with others but not more than fifteen (15) in number. This is a major change from the old Corporation Code, which required a minimum of five incorporators — today a single natural person can incorporate alone as a One Person Corporation (OPC), or up to fifteen incorporators can organize an ordinary stock corporation together. Each incorporator who is a natural person must be of legal age, and each incorporator of a stock corporation must own or subscribe to at least one share of the capital stock. Natural persons licensed to practice a profession generally cannot organize as a corporation for that practice unless a special law allows it.
No Minimum Capital Stock, With Narrow Exceptions
Section 12 states plainly: stock corporations shall not be required to have a minimum capital stock, except as otherwise specifically provided by special law. This removed the old across-the-board minimum paid-up capital requirement. Certain regulated industries — banks, financing companies, insurance, and businesses with foreign equity restrictions, among others — still have their own minimum capital rules under their respective special laws, so the exemption is general, not universal.
The Corporation's Term Is Now Perpetual by Default
Under Section 11, a corporation has perpetual existence unless its Articles of Incorporation provide otherwise. This flips the old default, under which corporations were organized for a fixed term (commonly 50 years) that had to be affirmatively renewed. A specific term can still be chosen and later extended or shortened by amending the Articles of Incorporation, but silence on the point now means the corporation simply continues indefinitely.
Registering Online Through eSPARC
The SEC's eSPARC system is the electronic facility for registering One Person Corporations and domestic stock or non-stock corporations with two or more incorporators, as well as for recording partnerships and licensing foreign corporations to do business in the Philippines. The applicant proceeds through the portal's application form, agrees to the system's declarations (that the information submitted is true and correct, and that fees will be paid), and is required to submit originally signed and notarized (or otherwise authenticated) hard copies of the registration documents to the SEC within the period specified once the application is approved. The Certificate of Incorporation, Certificate of Recording, or License to Do Business is released upon presentation of proof of payment and compliance with the SEC's beneficial-ownership disclosure requirements.
Post-Evaluation Still Happens After the Certificate Is Issued
Registering online and receiving the Certificate of Incorporation is not the end of SEC scrutiny. The documents submitted remain subject to post-evaluation by the relevant SEC department to check compliance with applicable laws, rules, and regulations, notwithstanding that the COI has already been released. Any falsity, misrepresentation, or fraud discovered during that post-evaluation in the Articles of Incorporation, By-laws, or license application is a valid ground for revocation of the registration and cancellation of the COI, without prejudice to criminal charges for violating the Revised Corporation Code. Minor corrections, by contrast, can be cured by filing a Petition for Correction (where allowed) or an application for amendment of the Articles of Incorporation or By-laws, filed within ninety (90) calendar days from notice.
Practical Takeaways
- A corporation can now be organized by as few as one incorporator (an OPC) up to fifteen, natural persons or juridical entities;
- There is no minimum capital stock requirement for an ordinary stock corporation, except where a special law imposes one for a regulated industry;
- Corporate existence is perpetual by default unless the Articles of Incorporation specify a fixed term;
- Registration runs through SEC eSPARC online, but approval still requires submitting notarized hard copies and passing later post-evaluation — falsity found afterward can revoke the certificate.
Frequently Asked Questions
How many people do I need to incorporate a company in the Philippines? As few as one, under the Revised Corporation Code (RA 11232). A single qualified natural person may organize a One Person Corporation, or up to fifteen incorporators (natural persons, partnerships, associations, or corporations) may organize an ordinary stock corporation together.
Is there a minimum paid-up capital to register a corporation? Generally no. Section 12 of the Revised Corporation Code states that stock corporations are not required to have a minimum capital stock, except where a special law specifically requires one, such as for certain regulated industries.
Does a corporation need to renew its existence after a fixed number of years? Not by default. Under Section 11, a corporation now has perpetual existence unless its Articles of Incorporation state a specific term, reversing the old rule that required corporations to be organized for a fixed, renewable term.
Can the SEC still question my registration after the Certificate of Incorporation is released? Yes. Registration documents remain subject to post-evaluation even after the COI is issued. If falsity, misrepresentation, or fraud is later found, the SEC can revoke the registration and cancel the certificate, though minor curable defects can instead be fixed through a petition for correction or an amendment filed within 90 days of notice.
This commentary is for general informational purposes only and does not constitute legal advice. For guidance specific to your situation, please consult a licensed attorney.
If you have questions about your rights or options under Philippine law, our firm is available to assist. You may reach us via Viber or WhatsApp, call us at 0995 433 5550, or send an email to vivasnobles@gmail.com. We look forward to hearing from you.