Good Day Sir.

We understand that you intend to incorporate an Advertising Company to be registered with

the Securities and Exchange Commission. Below is our discussion regarding your queries in
relation to the said incorporation.

As a corporation, you are required to register with the following government agencies in the
Philippines:

1. Securities and Exchange Commission

2. Local Government Units where your business is located:
a. Barangay
b. Mayor’s Office
3. Bureau of Internal Revenue
4. Social Security System
5. Philippine Health Insurance Corporation
6. Home Development Mutual Fund

I. SEC Documentary Requirements for Registration of Corporations

The following are the Basic SEC requirements for the Primary Registration of Stock
Corporations:

1. Cover Sheet for Registration

2. Reservation Payment Confirmation
3. Articles of Incorporation
4. By-laws
5. Treasurer’s Affidavit
6. Joint Undertaking to Change Name.
7. SEC Form Stock and Transfer Book

The incorporation of new corporations with the Securities and Exchange Commission is being
done online wherein the reservation of the Company Name as well as the inputting of
information necessary for the Articles of Incorporation and By-Laws of the corporation are done
through their new Company Registration System. Once we have supplied all the necessary
information, their system will generate their pro-forma documents which the incorporators of
your corporation will have to sign.

However, there are still some details in the Articles of Incorporation and the By-laws that are
lacking in order for the registration of your company to be complete. In line with this, we kindly
request that you provide us with the following details, for the primary registration of your
company.

Cover Sheet
1. Company Name
2. Principal Office
3. Company’s Email Address (if any)
4. Company’s Telephone Number/s
5. Mobile Number
6. Contact Person Information
a. Name of Contact Person
b. Email Address
c. Telephone Numbers/s
d. Mobile Number
e. Contact Person’s Address

Articles of Incorporation:

1. First Provision: Name of the Corporation;

The name of the Corporation should include the word “Corporation”or “Inc.”.

2. Second Provision: Primary purpose of the corporation.

To help you in deciding what the primary purpose of an advertising corporation

should be, I managed to find an advertising company which uses mobile internet
advertising which is a digital advertising platform using tablets deployed inside
taxis and cabs already approved by the SEC so that you can base your intended
purpose with the said corporations.

HalloHallo Business Inc.: To engage in, conduct and carry on the business of
advertising, both as principal and agent, including the manufacture and construction
of advertising devices and novelties, to erect construct, purchase, lease or otherwise
acquire fences, sign boards, buildings and other structure suitable for advertising
purposes; to advertise in the air by airplanes, streamers, skywriting and other similar
operations; to advertise by radio, television, movie houses and in general to employ
or use any form of advertising media; and to provide related services, including
business consulting, marketing research and sales promotion.

3. Third Provision: Principal office of the corporation

4. Fourth Provision: The term for which the corporation is to exist which shall not be
more than a period of fifty (50) years;

Under the Revised Corporation Code, Removal of the 50-year corporate term. This
means that unless there is a provision in the Articles of Incorporation with regard to
the term of corporate existence, the corporation will exist perpetually unless sooner
dissolved.

5. Fifth Provision: The names, nationalities and residences of the incorporators;

Under the Corporation Code of the Philippines, the incorporators shall be any
number of natural persons not less than five (5) but not more than fifteen (15), all of
 legal age and a majority of whom are residents of the Philippines. Each incorporator
must own or be a subscriber to at least one (1) share of the capital stock of the
corporation.

6. Sixth Provision: Number of directors and the names, nationalities and residences of
the directors which shall not be less than five (5) nor more than fifteen (15);

7. Seventh Provision: The authorized capital stock of the corporation, the number of
shares and the par value of each share;

Under the Revised Corporation Code, there is an imposition of a Php 1,000,000.00

minimum capital stock on stock corporations. This effectively increases the
minimum paid-up capital to Php 62,500.00.

8. Eighth Provision: The names of the subscribers, their nationalities, the number of
shares subscribed of each subscriber and the amount subscribed;

Under the Corporation Code, At least twenty-five percent (25%) of the authorized
capital stock as stated in the articles of incorporation must be subscribed at the time
of incorporation, and at least twenty-five (25%) per cent of the total subscription
must be paid upon subscription. Provided, however, that in no case shall the paid-
up capital be less than five Thousand (P5, 000.00) pesos.

9. Ninth Provision: The total paid-up capital of each subscriber;

10. Tenth Provision: The elected Treasurer of the Corporation;

11. The names, signatures and TIN of each incorporator; and

12. At least two (2) valid IDs of the incorporators.

By-laws

1. Specific date of regular or annual meetings of stockholders

II. Basic Requirements and Procedure for registration

Here are the procedures in registering your intended corporation with the different government
agencies of the Philippines:

1. Securities and Exchange Commission (SEC)

a. Check the availability of your desired business name either in the SEC online
website or at the SEC Office in Mandaluyong
b. If available, register/reserve your business name via the Company
Registration System (CRS);
c. Input the necessary information in the CRS;
 d. Once finished, download the pro-forma Articles of Incorporation,
Coversheet, Treasurer’s Affidavit, Joint Affidavit of Undertaking to Change
Corporate Name; By-Laws;
e. Have the incorporators sign the documents and have it notarized;
f. Upload the documents in the CRS;
g. SEC will then review the upload documents and the SEC will issue an Order
of Payment upon approval;
h. Pay the corresponding fees;
i. Submit the hard and notarized copies of the documents with the SEC office;
j. Claim your SEC Certificate of Registration

 Processing time for the application is at least one (1) week upon submission of
complete requirements.
 All documentary requirements must be in four (4) copies and in A4 size bond
paper with cover sheet.
 All applications must indicate the Tax Identification Number (TIN) of the
incorporators, directors and stockholders.
 Additional requirements may be required based on the kind of payment of
subscription (aside from cash).

2. Acquire Barangay Clearance in the barangay where your business is located.

a. In your application for Barangay Clearance, the following requirements are
required to be submitted:
i. Notarized Application Form (secured from the local barangay)
ii. Certificate of Business Registration from the SEC
iii. Two (2) valid IDs
iv. Proof of Address such as Contract of Lease or Certificate of Title
v. Special Power of Attorney in case application will be done through a
representative

3. Local Government Unit

Processes and requirements may differ depending on the City or Municipality where
the principal office shall be located. However, the following are the general
documentary requirements:

a. SEC Certificate, Articles of Incorporation and By-laws

b. Transfer Certificate of Title or Contract of Lease
c. Notarized Application Form
d. Sketch or locational map with pictures of office facilities
e. Barangay Clearance
f. Locational Clearance
g. Comprehensive General Liability Insurance
h. Fire Clearance
i. Environmental Clearance
j. Sanitary Permit
k. Occupancy Permit
4. Bureau of Internal Revenue (BIR)

Documentary Requirements
a. BIR Form 1903 – Application for Registration for Corporations
b. Copy of SEC Registration and Articles of Incorporation
c. Copy of Mayor’s Business Permit, or duly received Application for Mayor’s
Business Permit if the former is still in process with the LGU
d. Contract of Lease, if applicable

Documentary Requirements for new application of Authority to Print (receipts)

a. BIR Form 1906 together with the following:
a. Job order
b. Final & clear sample of Principal and Supplementary
Receipts/Invoices

Documentary Requirements for new Registration of Books of Accounts

a. New sets of books of accounts

5. Social Security System (SSS)

a. SS Forms R-1 and R-1A signed by its President, Chairman or Corporate

Secretary
b. Copy of the approved Articles of Incorporation.
c. Specimen Signature Card (SS Form L-501);
d. Sketch of business address/location; and
e. Validated Miscellaneous Payment Return (SS Form R-6) or SS Form R-6 with
Special Bank Receipt (SBR), as proof of payment for the Employer
Registration Plate

6. Philippine Health Insurance Company (PhilHealth)

The company/employer may register through the Philippine Business Registry.

Once registered in this system, it will no longer be required to submit documents.
However, if the company/employer fails to register through the PBR, the following
shall be submitted:

a. Employer Data Record (ER1) Form

b. PhilHealth Membership Registration Form for each employee

7. Home Development Mutual Fund Registration (Pag-IBIG)

Documentary Requirements:

a. Employer’s Data Form (EDF)

b. Specimen Signature Form (SSF)
c. Present the following as proof of business existence:
i. SSS Certification (if already registered with SSS)
ii. Business Permit/Mayor’s Permit
iii. SEC Certificate of Incorporation
 iv. Articles of Incorporation and By-Laws

III. Timetable

In brief, the timetable for the above-mentioned processes is as follows:

1. Registration with the SEC - 4-6 weeks

2. Business permit from the LGU - 4-6 weeks

3. Registration with the BIR - 1-2 weeks

4. Registration with SSS, Philhealth

and Pag-IBIG - 2-3 days

Please note that the foregoing timeframe are counted from the submission of complete
documentary requirements.

We hope you find the foregoing information helpful. Should you have any more queries or
concerns, please do not hesitate to communicate with me.