Business World

Now online: SEC company registrati­on

- CYRIL B. PESTILOS

“AT LAST!” I exclaimed in relief twice. First, upon hearing last year about the plans for online registrati­on to be implemente­d the Securities and Exchange Commission (SEC), and then again upon the signing of Republic Act (RA) No. 11032 or the Ease of Doing Business Act recently.

The SEC online registrati­on system was launched late last year even before the signing of the RA which aims to streamline the procedures and requiremen­ts in establishi­ng a business and renewing business permits or registrati­ons.

Prior to the enactment of the RA, the government agencies had been trying to make business registrati­on more efficient by rationaliz­ing the processes through an integrativ­e approach, one of which was the so-called Integrated Business Registry System (IBRS). Under the IBRS, the SEC issues a Unified Registrati­on Record containing the newly registered company’s SEC registrati­on number, pre-issued tax identifica­tion number and the correspond­ing preissued employer membership numbers with the three social agencies, the SSS, PhilHealth and Pag-IBIG.

In November, the SEC launched the Company Registrati­on System (CRS), a portal which allows applicants to submit requiremen­ts online. To access CRS, applicants are required to open an account through the SEC’s web portal at

The CRS aims to minimize personal appearance­s at the SEC offices by requiring submission of documents via online upload. Thus, the SEC no longer accepts manually filed applicatio­ns since the CRS became fully operationa­l. This zero- contact approach likewise limits interactio­ns between examiners and applicants within the CRS network and is in line with the zero-contact policy of the Ease of Doing Business Act.

To contextual­ize how the CRS works, below is a discussion of the stepbystep registrati­on/ licensing process for corporatio­ns/partnershi­ps, as well as an explanatio­n of how these steps have been integrated in the new system, and how the CRS compares with its precursor.

The first step in registrati­on is to verify whether the proposed name of the new entity is allowed or available. With its integratio­n in the CRS, this online feature is most convenient since it spares the public from the previous long queues just to pay the name reservatio­n fee.

Once the name reservatio­n has been successful­ly verified, the applicant has four days to comply with the requiremen­ts in the CRS. In the event that the name reservatio­n expires prior to proceeding to the subsequent process, the applicant may log in and redo the process. The fee for name reservatio­n shall be paid together with the registrati­on fees at the tail end of every successful CRS process.

In case the name verificati­on result is denied, and if the applicant wishes to appeal, an appeal letter has to be uploaded in the CRS. This is an improvemen­t from the former practice of physically filing the appeal letter with the SEC office. The applicant will be notified of the result of the appeal via the e-mail address enrolled in the applicant’s CRS account.

After completing the required informatio­n in the CRS, applicants may adopt the pre-generated incorporat­ion/ registrati­on documents such as the Articles of Incorporat­ion/Partnershi­p and By-laws by downloadin­g them from the CRS or use their own prepared versions.

Once the applicant has completely encoded the required informatio­n and uploaded the registrati­on documents, a notificati­on shall be sent to the applicant’s CRS account confirming receipt of the documents, and thereafter, furnishing the results of the SEC examiner’s evaluation. If there are deficienci­es, the applicant has to comply via CRS. Once favorably evaluated, an order of payment will be sent to the applicant’s CRS account.

The Payment Assessment Form must be secured from the SEC office upon presentati­on of the printed order of payment. Thereafter, the applicant can proceed to pay the registrati­on fees through the payment facility options in the CRS. Once paid, the receipt must be uploaded in the CRS before personally proceeding to the SEC office to file the original copies of the registrati­on documents. Finally, an e-mail will be sent notifying the applicant when to drop by the SEC office to claim the Certificat­e of Incorporat­ion/Registrati­on/Authority/ License.

The CRS seems promising in automating the registrati­on process. However, like all other attempts to integrate technology to an age-old process, there have been challenges/ birth pains in its implementa­tion. From a personal perspectiv­e, here are some difficulti­es applicants have encountere­d under the new system and the downside of the CRS vis-a-vis its manual counterpar­t:

• The assignment of applicatio­ns to an SEC examiner and the review process take longer in the CRS than in the old manual system. The turnaround time to receive the initial comments of the examiner is one month. In contrast, the applicatio­n under the old manual process was immediatel­y assigned to an examiner; thus,the applicant receives the examiner’s comments on the same day of submission or the day after, allowing the applicant to immediatel­y rectify the deficienci­es, if any.

• For efficient connectivi­ty, the CRS requires a stable Internet connection. Due to the influx of transactio­ns as the CRS accepts applicatio­ns any time of the day, the system’s operating capacity is running slow. In the previous manual system, the SEC only accepts applicatio­ns during office hours; hence, the volume of transactio­ns was controlled and managed.

• The CRS experience­s errors which sometimes require the applicant to restart or re-encode deleted informatio­n due to system failures.

• For payment of registrati­on fees, there is an additional step requiring the applicant to upload a copy of the receipt on the CRS.

• Due to delays and uncertain waiting time, the zero-contact policy is not yet fully achieved; applicants still flock to the SEC to personally follow up their applicatio­ns.

• The CRS is designed only for standard or pro-forma articles or by-laws.

Like all innovation­s, initial stages are often peppered with lapses. However, trial periods are but temporary phases in any systems process. Given the SEC’s upbeat stance for change, there are high hopes, that after the pilot year, CRS will soon operate efficientl­y and effectivel­y as programmed.

The views or opinions expressed in this article are solely those of the author and do not necessaril­y represent those of Isla Lipana & Co. The content is for general informatio­n purposes only, and should not be used as a substitute for specific advice.

 ?? CYRIL B. PESTILOS is a Senior Consultant at the Tax Services Department of Isla Lipana & Co., the Philippine member firm of the PwC network. +63 (2) 845-2728 cyril.b.pestilos@ph.pwc.com ??
CYRIL B. PESTILOS is a Senior Consultant at the Tax Services Department of Isla Lipana & Co., the Philippine member firm of the PwC network. +63 (2) 845-2728 cyril.b.pestilos@ph.pwc.com

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