The Securities and Exchange Commission (SEC) is the regulatory agency in the Philippines that regulates the corporate sector, capital market participants, securities and investment instruments market, and the protection of the investing public. Its authority and mandate are based on the Commonwealth Act (CA) 83, also known as “The Securities Act”, which ensures that the business sector remains transparent, stable, and fair.
The SEC’s mandate covers the formation, registration, and governance of corporations and partnerships wanting to start or expand their business in the Philippines. To ensure good corporate governance, the SEC established guidelines and standards that every company must follow to protect every interest and ensure ethical and transparent practices.
What is an SEC Certificate?
One of the steps that an entity must take to operate a business in the Philippines is SEC registration. It is a prerequisite for your business to be legally recognized and identified as existing. Without the SEC registration, your business or corporation cannot legally engage in any business activities or enter into contracts.
If you successfully registered with the SEC, an SEC certificate such as a Certificate of Incorporation and Articles of Incorporation and By-Laws will be issued. A SEC Certificate of Incorporation is a document that serves as a proof that your company is registered and existing which grants you the authority to legally engage in certian business as well as become entitled to certain corporate rights and benefits in the Philippines.
While the Articles of Incorporation serve as a foundation for its governance and operational framework. It details the corporation’s purpose, structure, stock information, initial directors, and incorporators. The By-Laws provide the operational details and guidelines of how the corporation will be managed and operated. This includes the specifics on how the meetings are conducted, the roles and duties of the officers and directors, voting procedures, the decision-making process, and how the corporate records are maintained.
How to Get Your SEC Certificate Apostilled in the Philippines?
An apostille certifies the authenticity of your document so that it can be recognized by the countries that are party to the Apostille Convention. It is important to get your SEC certificates apostilled for expansion internationally, participation in international tenders, or due diligence of foreign investors.
Here are the common steps on how you can get your SEC certificate apostilled:
Step 1: Secure a Certified True Copy or CTC of your SEC Certificate
Step 2: Submit your CTC of SEC Certificate to the Department of Foreign Affairs (DFA). It is advisable to set an online appointment before going to the DFA Consular Office.
Step 3: The DFA will evaluate the authenticity of your document. Once validated, they will issue an apostille certificate attached to your document.
In case you will be using the said document for countries that are not part of the Hague Apostille Convention, you still need to go through an additional authentication process called attestation, also known as embassy legalization. You are required to bring your documents to the Consular Office or Embassy of the country where you’ll use the document.
Moreover, under SEC Memorandum Circular No. 16, Series of 2020, if the AOI is executed outside the Philippines, the AOI may be (1) apostilled in accordance with the 1961 Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, otherwise known as the “Apostille Convention;” or (2) notarized or authenticated by a Philippine diplomatic or consular officer, as the case may be.
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