Undeniably, starting a business in Cebu can be a hassle. But the process of registering a corporation to kickstart your business has been made significantly more accessible and streamlined through the digital initiative of the Securities and Exchange Commission (SEC).

The application for registration of a corporation is now available online through the eSPARC system (Electronic Simplified Processing of Application for  Registration of Company) and its subsystem, OneSEC (One day Submission and E-registration of Companies). The eSPARC system facilitates faster online submissions of applications, encouraging more entrepreneurs to establish their businesses in Cebu City.  

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We understand that starting a business is an exciting journey filled with important decisions. To help guide you in your journey, below is a concise overview of how to start your business.

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Steps to Set Up a Corporation using the eSPARC system:

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STEP 1: Prepare the details of the Corporation you want to set up

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Before accessing the eSPARC portal, you must be prepared with the following details that are needed to proceed smoothly with setting up your business in Cebu through a corporation:

• Name, primary place of business, and primary and secondary purposes of the corporation
• Names of the incorporator and their respective nationalities, residential addresses, birth date, Tax Identification Number (TIN) or Passport No.
• Term of existence of the corporation
• Capital structure of the corporation
• Personal details of the members of the Board of Directors 
• Personal details of the Corporate officers including the President/Chairman of the Board, Corporate Secretary, and Treasurer, among others 
• For One Person Corporations (OPCs), the single stockholder must designate a Nominee and Alternate Nominee
• Contact details including official and alternate mobile numbers and email addresses

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STEP 2: Fill out the Online Application Form

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Proceed to the eSPARC Portal to fill out the online application form using the details enumerated above. 

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You may choose OneSEC Processing if the incorporators are amenable to the following conditions, among other limitations (otherwise, choose Regular Processing): 

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• The incorporators, directors, and subscribers are all Filipino citizens and Philippine residents;
• The proposed corporate name must comply with the following: (a) has a name descriptor according to its industry classification; (b) does not contain any Trade Name/s; (c) not subject to any Letter of Appeal for reconsideration; and (d) in explicit form (any set or group of letters does not contain any acronym or meaning);
• The primary purpose or the main activity is predetermined and is not subject to any modification/correction;
• Corporate term of existence is PERPETUAL;
• The corporation is NOT located in any of the economic zones;
• The share type classification contains the following : (a) Common Shares; (b) with Par Value and (c) Amount of par value is not less than P1.00 and in non-decimal currency;
• Mode of payment of subscription is CASH.

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OneSEC Processing does away with the uploading of the signed documents for SEC’s review and approval. A digital COI is released on the same day as the submission of the online application form and payment of the registration fees.

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STEP 3: Upload Signed and Authenticated/Notarized Documents

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In Regular Processing, the eSPARC system automatically generates the incorporation documents such as the Articles of Incorporation (AOI) and By-Laws. After reviewing the details and submitting the online application form, the application is pre-approved.

The incorporators must upload the signed documents within thirty (30) days from pre-approval. If approved, the Applicant is qualified for payment. If the registration application is disapproved, the data in the application form/s must be edited and/or corrected.

In OneSEC processing, after submitting the application form and generation of the incorporation documents, the Applicant will be immediately redirected to the payment page.

Note that notarization can only be done by a commissioned notary public. To ensure your path to success is smooth and efficient, we also offer comprehensive notarization services alongside our business setup assistance.

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STEP 4: Payment and Submission of the Documents to the SEC 

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Once the application is qualified for payment, the Applicant may pay the registration/license fees to any of the payment gateways. A digital Certificate of Incorporation (COI) will be available for download after payment.

In Regular Processing, a copy of the proof of payment and the originally signed AND authenticated or notarized registration documents should be submitted to the SEC Cebu Extension Office within sixty (60) calendar days from the date of approval stated in the COI. The original COI will be released thereafter. In OneSEC Processing, the same must be done within one (1) year from the date stated in the Digital COI; otherwise, this shall result in the automatic revocation of the corporation’s registration with SEC.

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STEP 5: Registration with Other Government Agencies

After obtaining the COI, register with other relevant agencies such as the Bureau of Internal Revenue (BIR) for tax purposes and local government units for business permits.

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Disclaimer: This article is for informational purposes only and should not be considered legal advice. For specific guidance on setting up a corporation in the Philippines, consult with a legal professional or business advisor.

‍Padin & Partners Law Offices is a full-service law firm that caters to business registration and regulatory compliance concerns in Cebu City, Philippines. For consultations: book an appointment or reach us at  +63 (32) 316-1540 or +63 917 188 0361.