How to Register a Corporation with the SEC (eSPARC / OneSEC)

The Securities and Exchange Commission (SEC) registers corporations, partnerships, and One Person Corporations (OPCs) — entities that have a legal personality separate from their owners. If you are a single individual operating under a business name with no separate corporate shell, you are a sole proprietor and you register your business name with the Department of Trade and Industry (DTI) instead, not the SEC.

This is the most common point of confusion. A sole proprietorship and an OPC are both owned by one person, but they are legally very different: a sole proprietor's personal assets are not shielded from business liabilities, while an OPC is a corporation with limited liability and is registered with the SEC. Choose the structure first, then the agency follows from it.

Whatever structure you pick, SEC (or DTI) registration is only the first of several registrations. Every Philippine business also needs a Bureau of Internal Revenue (BIR) registration, a local government unit (LGU) business/mayor's permit, and — once you hire staff — employer registration with SSS, PhilHealth, and Pag-IBIG.

The Revised Corporation Code of the Philippines (Republic Act No. 11232, in force since February 2019) rewrote the rules that make incorporation far easier than under the old 1980 code. These changes are still current as of 2026 and directly affect how you fill out the SEC application.

Single-stockholder corporations are now allowed. A corporation may be formed by one person as an OPC, or by 2 to 15 incorporators. Incorporators may be natural persons, partnerships, associations, or other corporations. The old requirement of at least five incorporators is gone.

Corporate term is now perpetual by default. A corporation has perpetual existence unless its Articles of Incorporation expressly provide for a fixed term. You no longer have to renew a 50-year term — though you may still set a limited term if you want one.

There is generally no minimum authorized capital stock. RA 11232 removed the blanket 25%/25% rule for incorporation, so you no longer need to subscribe 25% of the authorized capital and pay 25% of that just to incorporate, unless a specific law or regulated industry imposes its own minimum. Note: the 25%-subscribed / 25%-paid rule is still required later if you increase your authorized capital stock, and many regulated industries (financing, lending, recruitment, etc.) still carry their own statutory minimum capital.

Quick rule-of-thumb from RA 11232

• Incorporators: 1 (OPC) or 2–15 — all may now be juridical persons
• Corporate term: perpetual unless the articles say otherwise
• Minimum capital: none by default; check your industry for special minimums
• Capital seeded by a special law/industry still applies (banks, lending, manning agencies, etc.)
• 25%/25% subscribed-and-paid rule applies to capital increases, not initial incorporation

All domestic corporation, OPC, and (in most SEC offices) partnership registrations are now filed online through eSPARC — the Electronic Simplified Processing of Application for Registration of Company. You no longer queue at an SEC office to file; you create the company on the web portal and upload signed documents.

eSPARC has two lanes. Regular Processing is the full track where you encode the application and upload your own drafted documents (useful for non-standard provisions, special industries, or multiple incorporators). OneSEC — One-day Submission and E-registration of Companies — is the fast, simplified facility built for straightforward OPCs and single-stockholder/standard stock corporations that use the SEC's auto-generated, templated articles and by-laws. OneSEC aims to return a reviewed result within roughly one working day.

As of 2026 you must first have a credentialed eSECURE account — the SEC's secure online identity used across its digital services — before you can transact on eSPARC. eSECURE credentialing carries a fee (commonly cited at ₱400, valid for two years). Documents are uploaded as PDFs, named to match their contents, and fees are paid online through the SEC's accredited payment channels.

The exact screens differ slightly between OneSEC and Regular Processing, but the overall flow is the same. Have your incorporators' details, IDs, capital structure, and principal office address ready before you start.

Ordered steps

1. Decide your structure (OPC, partnership, stock or non-stock corporation) and confirm it belongs with the SEC, not the DTI.
2. Create and credential an eSECURE account at the SEC eSECURE portal (pay the credentialing fee). This is your login for eSPARC.
3. Log in to eSPARC and choose your lane — OneSEC for a standard OPC/single-stockholder/simple corporation, or Regular Processing for custom or special-industry filings.
4. Reserve and verify your proposed company name. eSPARC checks availability and SEC naming rules; secure your name before encoding the rest.
5. Encode the company details: incorporators/stockholders, directors/trustees, capital structure (authorized, subscribed, paid-up where applicable), corporate term (leave perpetual unless you want a fixed term), and principal office address.
6. Generate or upload the Articles of Incorporation and By-laws. OneSEC auto-generates them from your inputs; Regular Processing lets you upload your own drafted, signed PDFs.
7. Upload supporting documents as properly named PDFs — government IDs of incorporators, OPC nominee/alternate-nominee consent (for OPCs), Treasurer's affidavit/Treasurer-in-Trust details where paid-up capital is declared, and proof of office address.
8. Pay the filing and legal research fees online through the SEC's accredited payment channels.
9. Wait for SEC review. OneSEC targets about one working day; Regular Processing follows the standard queue. Respond promptly to any SEC notes or corrections.
10. Download your SEC Certificate of Incorporation (plus stamped Articles/By-laws) once approved. This is your proof the corporation legally exists.

The SEC's fees are computed mainly on your authorized capital stock plus a legal research fee, so the exact peso amount depends on your capitalization. Have the documents below ready as clean, correctly named PDFs to avoid review bounce-backs.

A Certificate of Incorporation means your company legally exists — but it cannot yet legally operate, invoice, or hire. Three more registrations follow, and they are sequenced because each one usually asks for the output of the previous step.

Register with the BIR. File BIR Form 1903 (application for registration for corporations/partnerships) at the Revenue District Office covering your principal address to get your corporate TIN and Certificate of Registration (BIR Form 2303). You then register your books of accounts and secure authority to issue official receipts/invoices (now largely electronic under the SEC- and BIR-driven shift to e-invoicing). Sole proprietors use Form 1901 instead.

Secure your LGU business permit. Apply for the barangay clearance and then the mayor's/business permit at the city or municipality where you operate. This is renewed every January.

Register as an employer. Once you hire, register with the Social Security System (SSS), PhilHealth, and Pag-IBIG (HDMF) as an employer, then enroll each employee. This is what lets you remit statutory contributions and run compliant payroll.

From here, getting the BIR, LGU, and SSS/PhilHealth/Pag-IBIG layers to talk to each other — official receipts, books of accounts, alphalist, monthly remittances — is where most new corporations get stuck. Software that maps to the actual BIR and statutory forms removes most of that friction.

Post-SEC checklist (in order)

1. BIR registration — Form 1903, then Certificate of Registration (Form 2303)
2. Register books of accounts and set up e-invoicing / official receipts
3. Barangay clearance, then mayor's / business permit at your LGU
4. Employer registration with SSS, PhilHealth, and Pag-IBIG
5. Open a corporate bank account using your SEC certificate and BIR documents