When planning to register your business in the Philippines, verifying existing registrations with the Department of Trade and Industry (DTI) or Securities and Exchange Commission (SEC) is important for entrepreneurs, investors, suppliers, and partners. Proper verification prevents fraud, ensures compliance, and protects against legal risks like unenforceable contracts or personal liability from dealing with unregistered entities.
Legal Distinction Between DTI and SEC Registration
Understanding the difference between DTI and SEC registration is foundational when you register your business or verify others.
DTI registration under Republic Act No. 3883 (Business Name Law) applies to sole proprietorships, granting exclusive use of a trade name within specified territories (national, regional, provincial, city/municipal) for five years. It does not create a separate legal entity; the owner remains personally liable for any debts incurred.
SEC registration, governed by the Revised Corporation Code (RA 11232), is required for corporations, partnerships, One Person Corporations (OPCs), and foreign branches. It establishes a distinct juridical personality with nationwide name protection and limited liability for shareholders.
Key comparison:
- Sole Proprietorship: DTI only; no separate personality.
- OPC / Domestic Corporation / Partnership: SEC primary; optional DTI trade name.
- Foreign Branches: SEC License to Do Business.
How to Verify DTI Business Name Registration
DTI’s Business Name Registration System (BNRS) offers free, instant online verification, essential when assessing partners before you register your business or collaborate.
Step-by-Step Verification Process
- Visit https://bnrs.dti.gov.ph/verification.
- Select search criteria: Business Name, Owner Name, or Registration Number.
- Enter details and choose scope (e.g., National, Metro Manila).
- Review results: Registration Number, Owner Name, Date Issued, Expiry, Status (Active/Expired/Cancelled), Territory.
Active status confirms name protection; expired means it’s available for re-registration. Multiple similar names can coexist in different territories (e.g., “ABC Store” in Quezon City vs. Cebu).
For certified copies (bank/ court use), request from the DTI regional office; the online process is unavailable.
How to Verify SEC Registration
SEC provides multi-tiered verification through digital portals, critical for validating juridical entities when you register your business or conduct due diligence.
Via Free Online Search (CRMS/eSPARC)
- Go to https://crms.sec.gov.ph/ or https://search.sec.gov.ph/.
- Search by Company Name, SEC Number (e.g., CS2025123456), or TIN.
- Results show: Registration Number, Name, Date, Status (Active/Suspended/Revoked), Type, i-View link.
Via Paid SEC i-View (PHP 150-300)
Instant digital certified copies via eSPARC:
- Certificate of Incorporation
- Articles/Bylaws
- Latest General Information Sheet (GIS)—shows current officers, directors, stockholders, and address
- Audited Financial Statements (for larger firms)
Via Formal Certifications (PHP 400-1,000+)
SEC issues:
- “Registered and Good Standing.”
- “No Record on File.”
- Name Availability or No Derogatory Info, required for banks/visas.
Foreign corporations need License to Do Business verification; unlicensed ones cannot sue locally.
Red Flags and Fraudulent Practices to Avoid
When verifying before you register your business or partner, watch for indicators of illegitimacy.
- Sole proprietorship showing an SEC certificate (impossible unless OPC).
- Corporation with only DTI (insufficient; needs SEC primary).
- Anomalous SEC numbers: Pre-2019 (CS+year+6 digits); post-2019 (20XX+10 digits).
- “No Record” or Revoked status despite claims.
- Illegal use of “Corp/Inc/OPC” without registration (Section 18, RCC violation: PHP 10K-200K fine).
- OPC without “OPC” suffix.
Social media-only presence or mismatched addresses signal scams.
Legal Consequences of Unregistered Businesses
Transacting with unregistered entities exposes you to severe risks, underscoring why verification precedes any decision to register your business jointly or supply.
- Sole Proprietorship (No DTI): No name exclusivity; owner liable for unfair competition (RA 8293).
- Unregistered Corporation: De facto partnership; incorporators jointly/severally liable (Pioneer Surety v. CA).
- Unregistered Partnership: Civil Code ordinary partnership; personal partner liability.
- Fake “Corp/Inc”: Criminal under RCC; syndicated estafa possible.
Contracts voidable; personal assets at risk.
Best Practices for Due Diligence Verification
Systematic checks protect your interests when you register your business or engage others.
- Demand the latest GIS (SEC) + BIR Form 2303.
- Cross-verify signatory authority via GIS/Board Resolution.
- Scan LGU permit QR codes; contact BPLO for confirmation.
- For high-value deals: SEC Good Standing Certification + Legal Opinion.
- Use real-time portals; update checks annually.
Integrate into supplier onboarding, procurement (RA 9184), and KYC.
Advanced Verification for Specific Scenarios
Advanced verification ensures thorough due diligence tailored to critical business contexts such as government procurement, banking, investments, recruitment, and real estate transactions.
- Government Procurement/Contracts: RA 9184 mandates a valid SEC/DTI + Mayor’s Permit. Verify via portals + LGU BPLO.
- Banking/Loans: Banks require SEC i-View GIS and BIR 2303, as well as a TIN consistency check.
- Investments/Partnerships: Review AFS, stock ledger; request SEC No Derogatory Info.
- Employment/Recruitment: Agencies need an SEC + DOLE license; verify to avoid illegal recruiters.
- Landlord-Tenant: Tenants must show DTI/SEC + current LGU permit matching the lease address.
These targeted checks extend beyond basic DTI and SEC registration searches to include validation of permits, licenses, financial documents, and legal standings, helping parties mitigate risks in complex or high-value engagements.
Integration with Other Registrations
Verification extends beyond DTI/SEC when you register your business:
- BIR: TIN via Form 2303; validate OR/SI issuance.
- LGU: QR-scannable Mayor’s Permit.
- SSS/PhilHealth/Pag-IBIG: Employer numbers for staffed firms.
The Central Business Portal links post-SEC registrations.
Tools and Resources for Efficient Verification
- DTI BNRS: https://bnrs.dti.gov.ph/verification (free, real-time).
- SEC CRMS/Search: https://crms.sec.gov.ph/ (free basic).
- SEC eSPARC i-View: Paid certified docs.
- Video Tutorials: BNRS resources for navigation.
Mobile-friendly; no random searches (exact/partial only).
Final Insights
Thorough DTI/SEC verification is indispensable due diligence when you register your business or transact, shielding against fraud, liability, and wasted resources. Real-time portals make it accessible; ignoring red flags invites disaster in scam-prone markets.
Establish verification as a standard practice; demand certificates, cross-check statuses, and consult experts for complex matters. Legitimate businesses welcome scrutiny; hesitation signals trouble.
Is Assistance Available?
Yes. For assisted verification or full business registration, schedule a meeting with Triple i Consulting professionals who can help in navigating DTI and SEC requirements. Contact us today:
- Contact Us Here
- Fill out the form below
- Call us at: +63 (02) 8540-9623
- Send an email to: info@tripleiconsulting.com
