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Welcome to the
One day Submission and E-registration of Companies (OneSEC) of the eSPARC

A. General Provisions

It shall be understood that the OneSEC is being implemented for the convenience of the transacting public, thus, the registrant assumes all responsibilities associated with the use of this system, including but not limited to the transfer of information to the SEC.

Moreover, by using this facility and proceeding to the registration application form, registrant agrees to the following:

That the privacy policy has been read and understood.

That all the necessary information in pursuance of the company’s registration application are provided and the given information are true and correct and were entered without any intention of defrauding the Philippine Government.

That the corresponding registration fees are paid.

That the original Certificate of Incorporation (COI) shall be released only upon presentation and submission of the copy of the Digital COI, copy of the proof of payment on the required fees and two (2) hard copies of the originally signed and authenticated or notarized of the Articles of Incorporation and/or By-laws together with all its attachments anytime through a two-way transmittal system via courier/registered mail addressed to the SEC Main Office or to the selected Extension Office within a period of one (1) year from the date stated in the Digital COI.

That the officially received registration application together with its attachments shall be subjected to post-evaluation to determine compliance with the applicable laws, rules, and regulations, notwithstanding the issuance of the COI;

Any falsity, misrepresentation or fraud determined during post evaluation contained in the Articles of Incorporation and/or Bylaws shall constitute valid ground for revocation of the registration and/or cancellation of the COI issued. However, minor corrections may be cured by either (1) filing a Petition for Correction, if allowed, or (2) filing an application for amendment of the Articles of Incorporation and/or Bylaws filed within ninety (90) calendar days from notice.

Failure to submit the originally signed and authenticated or notarized registration application together with the Digital COI and proof of payment within the period of one (1) year from the date indicated in the Digital COI shall result in the automatic revocation of the corporation’s registration with this Commission.

Actions such as request for Certified True Copies, submission of reportorial requirements, application for Amendment of Articles of Incorporation and/or By-laws and such other applications deemed necessary in the operation of its business shall NOT be entertained, granted or acted upon until the originally signed and authenticated or notarized two (2) hard copies of the registration application is submitted and officially received by this Commission within a period of one (1) year from the date indicated in the Digital COI.

If the end date of the one (1) year period falls on a weekend or a holiday, it may still be submitted on the next working day.

That the information downloaded from this system bears a unique QR code of the Commission.

That the Commission shall not be responsible for any damage that may result from the use of this online service or unauthorized use of the aforementioned QR code.

Right of Access

The SEC reserves the right to update or modify the OneSEC of the eSPARC from time to time.

The SEC further reserves the right to disable and/or terminate, without prior notice, the account of any user who may violate or abuse the use of information and data downloaded from this system, as well as the right to block access from a particular internet address to this system, at any time, upon legitimate grounds as may be determined by the SEC.

Amendment of the Terms and Conditions

These Terms and Conditions may be changed by the Commission from time to time. All changes will be posted on this system and your use hereof after such changes have been posted shall be deemed as the voluntary giving of your consent to the Terms and Conditions as amended.

Governing Law

These Terms and Conditions shall be governed and construed in accordance with laws of the Republic of the Philippines

*https://www.sec.gov.ph/wp-content/uploads/2020/05/SECMCNo16_1.pdf

B. Terms of Use

As the system aims to promote promptness, reliability and efficiency, the registrant has to conform with the following conditions within a period of one day:

1. The company classification is “All Filipino”;
2. The proposed corporate name must comply to the following: (a) has a name descriptor according to its industry classification; (b) does not contain any Trade Name/s ; and (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);
3. The primary purpose or the main activity is predetermined and is not subject to any modification/correction;
4. The corporate term of existence is perpetual;
5. The incorporator/s, members of the Board of Directors and subscribers are Natural Person/s, of legal age and resident/s of the Philippines;
6. The applicant corporation is not located in any of the economic zones;
7. 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;
8. The Mode of Payment for the subscription of shares is CASH;
9. The registration fees are paid immediately after the application through the SEC Payment Portal;
10. The applicant corporation is not required to secure clearance/endorsement from any Department of SEC and/or other government agency/ies;
11. None of the incorporators, stockholders/members, directors/trustees, beneficial owners, and officers of the applicant corporation have been convicted of or have pending criminal or administrative case of felony or misdemeanor involving investment or investment-related business, fraud, false statements or omissions, wrongful taking of property, bribery, forgery, counterfeiting or extortion, or other felonies;
12. None of the incorporators, stockholders/members, directors/trustees, beneficial owners, and officers of the applicant corporation are included in pertinent sanctions list circularized by the Bangko Sentral ng Pilipinas (BSP), the Anti-Money Laundering Council (AMLC), the Anti-Terrorism Council (ATC), and other domestic and/or international entities or organizations, such as the Office of Foreign Assets Control (OFAC) of the U.S Department of Treasury and the United Nations Sanctions List;
13. The SEC office chosen shall be the only office where the hard copies of the registration application such as the Digital Certificate of Incorporation, proof of payment of the registration fees and originally signed and notarized copies of the Articles of Incorporation and By-laws shall be accepted.

Furthermore, the predetermined primary purpose or main business activity in the registration application shall be exclusive and shall be subject to the following list of industry classification only, to wit:

C. Provisions on the Procedure

The proposed company name shall be subject to applicable provisions of the Revised Corporation Code of the Philippines (R.A. No. 11232) and SEC Memorandum Circular No. 21, series of 2013, or the Omnibus Guidelines on the Use of Corporate and Partnership Names, and related SEC rules and regulations. (Link: https://www.sec.gov.ph/mc-2013/sec-memorandum-circular-no-21-2/)

The registrant undertakes to change the name of the corporation immediately upon receipt of notice from the Commission that another corporation, partnership or person has acquired a prior right to the use of such name, that the name has been declared not distinguishable from a corporation, or that it is contrary to law, public morals, good customs or public policy. (Secs. 14 and 17 of the Revised Corporation Code of the Philippines).

The Name Reservation Fee shall be charged together with the filing fees and shall be included in the Payment Assessment Form (PAF) issued to the registrant.

Registration applications that do not fall under all of the above conditions should proceed to the eSPARC Regular Processing.

If during the process of encoding, one of the required data do not conform with the scope enumerated above, registrant has to cancel the application and proceed to eSPARC regular processing.

Failure of the registrant to complete the application within one day shall cause the system to automatically purge the entire application, including the cancellation of a pre-approved Name Reservation.

Only system-generated registration application forms are acceptable. Any alteration, erasure, modification or revision in the system generated registration application shall result in the automatic denial of the application.

All communications regarding the status of the registration application shall be forwarded to the designated email address provided by the registrant. Such communication may contain information about the status of the application, instructions as well as the deadlines therefor. It shall be the sole responsibility of the registrant to regularly check his/her designated email address to ensure that he/she is sufficiently informed of the status of his/her application.

Failure to pay the assessed registration fees within one day from the issuance of the PAF shall result in the automatic purging of the application from the system.

Fees other than the computed filing fees (e.g. bank surcharges) shall be for the account of the registrant.

CONSENT FORM OF SYSTEM USER

By using this facility and by providing your personal data, you hereby authorize the Securities and Exchange Commission (SEC) to collect and store the said data, Data such as but not limited tofull names, nationalities, TINs and/or passport numbers, email addresses and mobile numbers with the use of electronic or automated means, shall be stored within the period allowed under applicable laws, rules and regulations, for the purpose of processing your application for registration either as One Person Corporation (OPC) and Domestic corporations (stock and non-stock) with 2 or more incorporators who may either be natural person, partnership, association or corporations, singly or jointly with others but not more than fifteen (15) in number. You also acknowledge and consent to the collection and processing of your personal data as part of the requirements for registration.