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Business Registration

Still confused whether to register with the DTI or SEC? Find the answer here
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Business licensing and registration in the Philippines are admittedly complicated. There is no one-stop shop where you could get everything done and fast.

As a result, many who dream of becoming entrepreneurs remain in a fog about licensing and registration processes. [See four conditions that create an ideal biz environment here]

In particular, people are confused about the functions of the Securities and Exchange Commission  (SEC; www.sec.gov.ph or iregister.sec.gov.ph) as differentiated from the functions of the Department of Trade and Industry (DTI; www.dti.gov.ph or www.bnrs.dti.gov.ph).

What are the things that need to be registered at the DTI? What about the SEC, what should be registered there?

Reduced to its simplest form, here are the processes/regulatory functions that fall under either the DTI or SEC:

All businesses need to be registered somewhere for purposes or regulation and monitoring. In the case of corporations and partnerships, registration also serves to clothe them with a legal or juridical personality, which means that they can sue or be sued, own property, etc. [Read about DTI\\\'s plan to implement paperless business registration here]

For purposes of regulation and monitoring, sole proprietorships must be registered with the DTI, while corporations and partnerships must be registered with the SEC.

Consequently, it is the SEC that has absolute jurisdiction, supervision and control over all corporations. The practical implications of this is that complaints involving corporate violations of the terms of its franchise should be filed with the SEC.

Only a partnership or a corporation registered with the SEC may use the words “company” or “corporation” as part of its business name.

The registration mentioned above is different from registration with the Bureau of Internal Revenue, which is a separate requirement, is applicable to all types of businesses, and is for the purpose of monitoring compliance with tax laws. [Read about the government\\\'s plan to push Filipinos to become entrepreneurs here]

In addition to its regulatory power, the DTI, through its different bureaus, is also tasked with receiving and processing applications for business name, trademarks and patents.

Thus, while for purposes of acquiring a legal personality, a corporation is required to register with the SEC and not with the DTI, it will nonetheless be required to register its business name and style, if any, with the DTI.

Finally, the DTI is mandated to receive and process applications for trademarks and patents. If a corporation wants to apply for trademarks or patents, then it will again have to go to the DTI for these purposes. [Read about PNoy\\\'s vow to cut business registration process here]

Reeza Singson is a lawyer specializing in civil, commercial, and labor law. Before becoming a lawyer, she worked in the broadcast and print media for more than 10 years, as writer, producer, editor, and columnist.


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