If you’re keeping an eye on global trade, you’ve probably observed the rise of cross-border digital commerce and the growing interest in the local market. It is no surprise that foreign corporations and investors—whether resident or non-resident—are conducting business with the Philippines in one way or another.
Resident Foreign Corporations (RFCs) are required to obtain the necessary registrations and licenses to establish physical presence, operate extension offices, and do business in the Philippines. While Non-Resident Foreign Corporations (NRFCs) can also engage in business activities without such registrations and physical presence, they are limited in specific sectors and under certain conditions. Typically, NRFCs generate income in the country by extending interest-bearing foreign loans, investing in shares of domestic corporations, or leasing out assets, such as aircraft and sea vessels.
This blog provides a helpful guide on how to get a SEC Certificate of Non-Registration of Company in the Philippines—an essential document that NRFCs and other business entities need for various purposes. Read on and tell us in the comments how we can assist you with your SEC documentation needs.
What is a SEC Certificate of Non-Registration?
A SEC Certificate of Non-Registration of Company, also known as SEC Negative Certification, is an official document issued by the Securities and Exchange Commission (SEC) in the Philippines to certify that a company or business entity is not registered or non-existent in the records of the commission. It is often required for NRFCs to prove that they are not doing business in the country for legal compliance, verification, and other purposes.
About the Securities and Exchange Commission (SEC)
The Securities and Exchange Commission (SEC) is the registrar and overseer of the Philippine corporate sector. It supervises the capital market participants, the securities and investment instruments market, and the protection of the investing public. Business entities under its mandate include stock and non-stock domestic corporations, One Person Corporations (OPCs), Resident Foreign Corporations (RFCs), and partnerships.
Company Registration and Monitoring Department (CRMD)
The request for a SEC Certificate of Non-Registration is filed with the Company Registration and Monitoring Department (CRMD), a division of the SEC that handles company registration, monitors compliance with reportorial requirements, issues penalties for non-compliance, and maintains corporate records.
Purposes of a SEC Certificate of Non-Registration
A SEC Certificate of Non-Registration of Company serves various purposes, which include:
Documentary Requirement
Some government agencies in the Philippines require NRFCs to submit a SEC Certificate of Non-Registration as part of their requirements for registrations or accreditations to do business in the country. For instance, the certificate is a prerequisite for PhilGEPS registration of foreign corporations.
Proof of Tax Compliance
While one of the qualifications for a VAT zero rating is the sale of services to entities engaged in business outside the Philippines (Section 108, NIRC), a SEC Certificate of Non-Registration can prove the non-registration status of the NRFC client, thus validating the VAT zero-rated sale. This is very helpful especially during a BIR audit.
Verification Purposes
Organizations also may request the certificate from the SEC to verify if a subject company is registered or prove a claim about its non-registration status. This can be helpful in various scenarios, such as in determining the legal standing of a company or assessing whether it is subject to laws that apply only to SEC-registered entities.
Other Purposes
The SEC Certificate of Non-Registration may also be required for due diligence processes, such as those in investment evaluations, partnership agreements, and confirmation of company status in real estate transactions.
How to Get a SEC Certificate of Non-Registration
To get a SEC Certificate of Non-Registration of Company, follow the simplified steps below. Alternatively, you can contact us, and we can process the certificate application on your behalf.
1. Prepare the Required Documents.
Prepare the necessary documents, such as your formal request letter or email, along with other supporting documents that may be required by the commission for processing the certificate.
2. Submit the Request for Certificate.
Proceed to the SEC main office or the appropriate SEC extension office and submit the request. You may also send it to the designated email of the SEC Company Registration and Monitoring Department (CRMD) or through a Google Form.
3. Receive the Payment Assessment Form (PAF) and Pay the Fees.
If the request is filed via email, expect an acknowledgement reply after a few days, along with a Payment Assessment Form (PAF). Settle the fees (i.e., PHP 500 for the certificate fee and PHP 30 for the documentary stamp tax, per entity) via the SEC-accredited payment channels and send back the proof of payment.
4. Receive the SEC Certificate.
Once your payment is confirmed, the SEC will verify the records and issue the SEC Certification of Non-Registration of a Company. This may take one (1) to three (3) weeks depending on the volume of transactions handled by the CRMD and other factors.
In summary, a SEC Certificate of Non-Registration of Company is an important document for non-resident foreign corporations (NRFCs) to prove their non-registration status in the Philippines. It also serves various purposes, such as fulfilling documentary requirements, ensuring tax compliance, and verifying a company’s legal standing. Obtaining this certificate involves preparing the necessary documents, submitting the request to the SEC CRMD, paying the applicable fees, and awaiting issuance of the certificate.
Other SEC Compliance-Related Blogs
- How to Restore Your Good Standing with SEC Under the Enhanced Compliance Incentive Plan (ECIP). Find out in this article how you can rectify your noncompliance with reportorial requirements, pay minimal fines, and finally, restore your company’s good standing with the SEC.
- Annual Filing of General Information Sheet (GIS) with SEC. Discover how the annual filing of the General Information Sheet (GIS) demonstrates efficient corporate housekeeping, helps avoid penalties, and keeps your company in good standing with the SEC.
- Who Is Required to Submit an Audited Financial Statement (AFS)? Learn the essentials of Audited Financial Statements (AFS), including whether your company needs to submit them, which agencies require them, when to file, and the filing process.
… and you might just need our assistance.
At FilePino, we ensure our team stays updated with the latest rules and regulations governing business compliance across various government agencies. We also leverage our extensive experience and expertise in navigating the intricacies of transactions.
Need help with obtaining a SEC Certificate of Non-Registration? Set up a consultation with FilePino today! Call us at (02) 8478-5826 (landline) and 0917 892 2337 (mobile) or send an email to info@filepino.com.
