SEC MC No. 03, Series of 2025: Mandatory Use of ZERO in Corporation Registration via eSPARC and OneSEC

SEC MEMORANDUM CIRCULAR NO. ______ Series of 2025 TO : ALL CONCERNED SUBJECT : MANDATORY USE OF THE SEC ZUPER EASY REGISTRATION ONLINE (ZERO) IN THE REGISTRATION OF CORPORATIONS USING THE ELECTRONIC SIMPLIFIED PROCESSING OF APPLICATION FOR REGISTRATION OF COMPANY (eSPARC) and ONE DAY SUBMISSION AND E-REGISTRATION OF COMPANIES (OneSEC) as PORTALS

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WHEREAS, the Commission endeavors to digitalize government processes in line with the objectives of Republic Act (RA) No. 11032 or the Ease of Doing Business and Efficient Government Service Delivery Act of 2018 or the Ease of Doing Business Act (EDBA); WHEREAS, Section 7 of EDBA requires that all government agencies including LGUs adopt a zero-contact policy, unless strictly necessary with any applicant or requesting party concerning an application or request; WHEREAS, Section 9(e) of EDBA necessitates government agencies, when applicable, to develop electronic versions of licenses, clearances, permits, certifications, or authorizations with the same level of authority as that of the signed hard copy, which may be printed by the applicants or requesting parties in the convenience of their offices; WHEREAS, Section 17 of EDBA demands that government agencies shall automate business-related transactions by developing the necessary software and technology-neutral platforms; WHEREAS, Section 8 of R.A. 8792, otherwise known as the Electronic Commerce Act (ECA), provides that electronic signatures on the electronic document shall be equivalent to the signature of a person of a written document if that signature is proved by showing that a prescribed procedure, not alterable by the parties interested in the electronic document existed; WHEREAS, Section 27(a) and (b) of ECA prescribes that all government agencies shall accept the creation, filing, or retention of documents in the form of electronic data messages or electronic documents, as well as issue permits, licenses, or approval in the same manner; WHEREAS, as part of the SEC’s thrust to digital transformation, and in keeping with the relevant laws, rules, and regulations including EDBA and ECA, the Commission continually adopts digital innovations and develops application systems to streamline its processes and strengthen the delivery of its mandate; WHEREAS, Section 179(a) of RA No. 11232, otherwise known as the Revised Corporation Code of the Philippines (RCC) provides that the Commission shall exercise supervision and jurisdiction over all corporations and persons acting on their behalf; WHEREAS, Section 180 of the RCC mandates that the Commission shall develop and implement an electronic filing and monitoring system and shall promulgate rules to facilitate and expedite, among others, corporate name reservation and registration, incorporation, submission of reports, notices, and documents required under this Code, and sharing of pertinent information with other government agencies; 3 Published: Filed with UP Law Center: 7 April 2025 Philippine Daily Inquirer, 6 April 2025 Business Mirror, 6 April 2025

WHEREAS, Section 179 (o) and (p) of the RCC grants the Commission the power and authority to formulate and enforce standards, guidelines, policies, rules and regulations to carry out the provisions of the RCC and exercise other powers provided by law or those which may be necessary or incidental to carry out the powers expressly granted to it; WHEREAS, Section 175 of the RCC authorizes the Commission to collect, retain, and use fees, fines, and other charges pursuant to the RCC and its rules and regulations; WHEREAS, in line with the above mandates, the Commission developed Electronic Simplified Processing of Application for Registration of Company (eSPARC) and One-day Submission and E-registration of Companies (OneSEC), a sub-system of eSPARC, which both cater to the application for registration of corporations with the Commission, depending on the kind of corporation to be registered; WHEREAS, the Commission issued Memorandum Circular (MC) No. 10, s. of 2024 which requires the creation and the registration of an Electronic SEC Universal Registration Environment (eSECURE) account for all individuals who wish to use and access the online services of the Commission; WHEREAS, Section 2 of MC No. 10, s. of 2024 necessitates the credentialing of the eSECURE account for sensitive and critical online services1 offered by the Commission where verification and establishment of identity of the user is required; WHEREAS, Section 6 of MC No. 10, s. of 2024 introduced the SEC Electronic Submission Authentication Portal (eSAP), which allows users with credentialed eSECURE account to digitally authenticate documents such as but not limited to Articles of Incorporation, By Laws, Cover Sheet, and Certificate of Incorporation. WHEREAS, Section 12 of MC No. 10, s. of 2024 states that the provisions in the said circular providing for the option to create an account in the eSECURE and/or to digitally authenticate documents using the eSAP shall not preclude the Commission from requiring the mandatory implementation thereof in the future, through an appropriate issuance; WHEREAS, the Commission launched in 2024 the SEC Zuper Easy Registration Online (ZERO), which is an eSPARC2 application that seamlessly integrates both with the eSECURE and eSAP platforms of the SEC; NOW THEREFORE, in pursuit of sustainable practices, digital innovation, and streamlined and modernized processes, the Commission hereby promulgates the mandatory use of ZERO in the eSPARC and OneSEC Portals and other online services of the Commission. SECTION 1. Definition of Terms. For Purposes of this Memorandum Circular: a. Commission- shall refer to the Securities and Exchange Commission; b. Electronic Submission Authentication Portal (eSAP)- an online service designed to digitally authenticate SEC documents by eliminating the need for affixation of wet signatures, notarization of documents, and submission of hard copies. In place of the conventional paper-based signatures, this platform utilizes One Time Passwords (OTPs) to electronically authenticate SEC required documents. c. Electronic Simplified Processing of Application for Registration of Company (eSPARC)- an online facility, which caters to applications for registration of domestic corporations (stock and 1 SEC Electronic Submission Authentication Portal (eSAP); SEC Electronic Simplified Processing of Application for Registration of Company (eSPARC) – For Users Filing an Application; One-day Submission and E-registration of Companies (OneSEC) – For Users Filing an Application; Automated Certification Examination System (ACES); SEC Application Program Interface (API) Marketplace; SEC Electronic Registry Application for Market Participants (eRAMP); SEC eFAST Alternative Submission Environment (EASE); SEC Electronic Application for Modification of ENtity Data (eAMEND); and SEC iMessage and other SEC Complaints Systems. 2 Gives the user a choice whether to register in eSPARC SEC ZERO (Regular with ZERO Processing or OneSEC with ZERO Processing Application) or use the normal way (Regular Only or OneSEC Only)

non-stock), partnerships, and foreign corporations. The system allows the applicant or his duly appointed representative to submit the proposed company name and input details of the articles of incorporation for review of the Commission. The ordinary processing of applications through the eSPARC is also referred to as the Regular Processing. d. Electronic SEC Universal Registration Environment (eSECURE)- creates a digital passport of an individual which grants the user access to the different online services provided by the Commission by implementing a repeatable Electronic Know Your Customer (eKYC) to determine authenticity of identity and establish reachability of persons transacting online with the Commission. e. Domestic Stock Corporation- a corporation formed, organized, or existing under the Philippine Laws, that has capital stock divided into shares and is authorized to distribute to the holders of such shares3, which shall include but not be limited to One Person Corporation (OPC) or regular corporation with 2 to 15 incorporators, board of directors, and stockholders. f. One-day Submission and E-registration of Companies (OneSEC)- a sub-system of eSPARC that aims for a one-day approval and caters to registration applications of Domestic Stock Corporations which may be a One Person Corporation (OPC) or a regular corporation with 2 to 15 incorporators, board of directors, and stockholders. g. Zuper Easy Registration Online (ZERO) - SEC ZERO is an eSPARC application of the Commission that seamlessly integrates with the eSECURE and eSAP platforms. This allows an applicant to digitally authenticate the system-generated forms for incorporation (e.i. Articles of Incorporation, By-Laws, Certificate of Incorporation, Certificate of Authentication, and Cover Sheet) through eSAP, thereby eliminating the need for physical signing and notarization of the registration documents. This application also eliminates the submission of hard copies of registration documents thus facilitating a complete, end-to-end, paperless registration process. The digitally authenticated certificate of incorporation will be automatically generated by the system and has the same validity as the original certificate. Section 2. Mandatory Use of SEC ZERO in eSPARC and OneSEC 2.1 Mandatory Use of SEC ZERO. A user can register a new corporation through eSPARC and OneSEC using SEC ZERO as the only mode of processing. 2.2 Creation of an eSECURE Account for Each Signatory. To access and facilitate the registration using SEC ZERO, the user must create a credentialed eSECURE account for all incorporators/signatories of the proposed corporation in accordance with Section 3 of MC No. 10, s. of 2024. 2.3 Authentication of Signatures. The signatories will be able to authenticate their respective signatures through the SEC Electronic Submission Authentication Portal (eSAP) which is integrated into the eSPARC and OneSEC ZERO processing in accordance with Section 6 of MC No. 10, s. of 2024. Section 3. Coverage of the Mandatory Use of SEC ZERO with eSPARC and OneSEC 3.1 Domestic Corporations. Upon the effectivity of this Memorandum Circular, Domestic Stock Corporations shall be processed through the SEC ZERO. 3 Section 3, Revised Corporation Code

Type of eSPARC Registration Coverage REGULAR with ZERO Processing Domestic Stock Corporations (except Lending Companies and Financing Companies)

• All Filipino or with foreign equity corporation
• One Person Corporation
• Corporation with 2 to 15 incorporators OneSEC with ZERO Processing Domestic Stock Corporations (All Filipino)
• One Person Corporation
• Corporation with 2 to 15 Incorporators 3.2 Other Types of Corporations. The Regular Only mode of processing shall continue to apply to other types of corporations, not included in the above table (e.g. lending companies, financing companies, and foreign corporations), for three (3) months from the effectivity of this Memorandum Circular. Thereafter, the mandatory use of SEC ZERO shall apply to the registration of other types of corporations. 3.3 Registration of a New Corporation Through Regular with ZERO Processing. The procedure for the registration of a new corporation through Regular with ZERO Processing is attached as Annex “A”. The Commission may amend the procedure as it may be deemed necessary. Future amendments to the step-by-step process shall be uploaded to the SEC website. 3.4 Registration of a New Corporation Through OneSEC with ZERO Processing Application. The procedure for the registration of a new corporation through OneSEC with ZERO Processing is attached as Annex “B”. The Commission may amend the procedure as it may be necessary. Future amendments to the step-by-step process shall be uploaded to the SEC website. Section 4. Inquiries and Technical Support For other inquiries, clarifications, and/or technical concerns on the implementation of the ZERO, users are requested to contact Information Systems Development and Management Division (ISDMD) of the Information and Communications Technology Department by submitting a ticket on the iMessage portal (https://imessage.sec.gov.ph). The help desk shall be available from 8:00 AM to 5:00PM during workdays. Section 5. Modification or Amendment All other circulars, memoranda, notices, and implementing rules and regulations that may be inconsistent with the foregoing provisions shall be deemed modified or amended accordingly. The provisions in this Memorandum Circular providing for the mandatory use of the SEC ZERO in the eSPARC and OneSEC shall not preclude the Commission from amending or revising any clauses herein that may improve the implementation of these rules, through an appropriate issuance(s) or notice to the public.

Section 6. Effectivity This Memorandum Circular shall immediately take effect upon its publication in two (2) newspapers of general circulation in the Philippines. Makati City, Philippines, _____________ 2025. For the Commission: Emilio B. Aquino Chairperson 4 April

Annex A User Guide for Registration of a New Corporation through Regular with ZERO Processing URL: https://esparc.sec.gov.ph SEC Zuper Easy Registration Online (ZERO) is an Electronic Simplified Processing of Application for Registration of Company (eSPARC) application that seamlessly integrates with the Electronic SEC User Registration Environment (eSECURE) and Electronic Submission Authentication Portal (eSAP) platforms. This allows applicants to digitally authenticate the system-generated forms through eSAP, thereby eliminating the need for physical signing and notarization of the registration documents. Submission of hardcopies of registration documents will also be removed thus facilitating a complete, end-to-end, paperless registration process. The digitally authenticated certificate of incorporation will be automatically generated by the system and has the same validity as the original certificate. SEC Zero enables applicants to register their companies anytime and from anywhere in the world. Steps in Applying SEC ZERO with Regular Processing

1. To apply, select Regular Processing, click the “Proceed” button.

2. A brief description of the application is shown to allow users to choose on what application they prefer, for regular processing select “Proceed Regular with Zero Processing Application”

3. An overview of the process is shown once you select Regular application, click the “Continue to Regular with Zero Processing Application Form” button.

4. The Applicant will be redirected to “Name Verification Tab” and must fill out all the required details, once completed click the “Next” button.

For Company name guidelines, you may click the blue rectangular line for more information. Below are the guidelines for creating a company name

5. A summary of your application will be shown before proceeding to the next step, click the “Save and Proceed” button.

6. The Confirmation dialogue box will show before proceeding, click the “Ok” button.

7. The Applicant will be redirected to Company Details Tab, fill out the necessary details and once completed, click the “Save and Proceed” button.

On the upper part of the “Name Verification Tab” a detailed status is shown, informing the applicant of the status of their proposed corporate name. 8. Applicant will now be directed to the “Capital Structure Tab”, complete the necessary details and click “Save and Proceed” Note: Please see the notification link highlighted in blue, which informs the applicant to verify the link sent on your registered email address

9. Applicant will be directed to step 4 “Company Officers Tab”, complete the necessary details, click the “Click here to confirm”, then click “Save and Proceed.

10. The applicant will now be redirected to the “File Uploading Tab”. A detailed instruction is shown to upload the necessary supporting documents. To complete the application, click the “Save and Proceed” button.

11. The Applicant will be redirected to “Application Summary page”

Below the “Applicant Summary Page”, applicant must validate the link sent to the official and alternate email address to proceed and finish the application. Once confirmed, a notification will show that the email has been verified. 12. Upon verification of both email addresses, the applicant may now proceed with the application. Click the “Click Here to Reserve Company Name/s” button. A confirmation dialog box will appear to assure that all entries made are correct. Click the “Ok” button to proceed. 13. The Applicant will be redirected to the “Application Summary page”. This informs the applicant that:

▪ The proposed corporate name has been reserved, and a date is provided to complete and submit the application. ▪ The applicant may download and review the system-generated forms and the tentative Payment Assessment. Then click the “Submit Application” button. 14. A confirmation dialog box will show. To complete application, click the “Ok” button. 15. This page informs the applicant that their application has been successfully submitted. Click the “Exit” button. 16. Once the application has been submitted, it will be reviewed by the SEC processor. Please check your email regularly for the updates on the status of the review. 17. Once the application has been pre-approved, an email notification will be sent to the email address of the authorized representative. The system-generated documents will be ready for authentication of the corporate officers. ❖ Note: Incorporators should have a credentialed eSECURE account to digitally authenticate the system-generated forms.

18. The system-generated documents must be digitally authenticated by the corporate officers. All corporate officers must authenticate the documents through the Electronic Submission Portal (eSAP). An email notification of “Ready to sign” will be sent to the corporate officer’s email address along with the eSAP link. Click the link to be redirected to eSAP portal.

19. Enter the eSECURE account credentials and click the “Login” button.

20. Upon log in to eSAP document signing portal, incorporators may start to digitally authenticate the system-generated documents to complete the application, select the “View Documents” button.

21. Select the “Signing Requests” menu to view all the documents. Select the document with pending status and click the “Pending” button.

22. A detailed view of the document to be authenticated will be shown on the left side of the dashboard, click the “Sign” button to authenticate the document.

23. A One Time Password (OTP), will be sent to the registered mobile number and email address of the corporate officer, once verified a notice will be shown to confirm verification

24. Once the OTP is successfully verified, the dashboard will indicate that document has been successfully authenticated. Document status is already “Signed”.

25. Ensure that all the corporate officers authenticate the system-generated forms. Click the “Check/Update Status” button in the eSPARC portal and click the “Exit and Cancel” button.

26. Click the “Proceed to the Online Payment” button to automatically redirected to eSPAYSEC portal to proceed with the online payment.

27. A Notice of confirmation will appear, click the “Ok” button to automatically redirected to eSPAYSEC portal to proceed with the online payment.

28. A detailed summary of payment will be shown once redirected to eSPAYSEC. Select your preferred payment gateway and enter the verification code. Click the “Proceed to Payment” button and follow the necessary steps/process of our chosen payment gateway. Payment confirmation and Electronic Official receipt will be sent to the email address of the authorized representative.

29. Once payment is successfully paid, click the “Go back to eSPARC” button.

30. The applicant will be redirected to eSPARC portal. Click the “download” button to view the authenticated system-generated documents and digital certificate of incorporation. An email notification with the subject “Registration Complete” has also been sent to the authorized representative’s email address.

31. To continue your application to the Philippine Business Hub (PBH) for registration with the BIR, Social Agencies, LGUs and FDA, click the “Continue to Philippine Business Hub” button.

Annex B User Guide for Registration of a New Corporation through OneSEC with ZERO Processing URL: https://esparc.sec.gov.ph SEC Zuper Easy Registration Online (ZERO) is an Electronic Simplified Processing of Application for Registration of Company (eSPARC) application that seamlessly integrates with the Electronic SEC User Registration Environment (eSECURE) and Electronic Submission Authentication Portal (eSAP) platforms. This allows applicants to digitally authenticate the system-generated forms through eSAP, thereby eliminating the need for physical signing and notarization of the registration documents. Submission of hardcopies of registration documents will also be removed thus facilitating a complete, end-to-end, paperless registration process. The digitally authenticated certificate of incorporation will be automatically generated by the system and has the same validity as the original certificate. SEC Zero enables applicants to register their companies anytime and from anywhere in the world. Accessing SEC ZERO

1. To access SEC ZERO, proceed to log-in page. Click the “Login” button.
2. The Applicant must have a credentialed eSECURE account to register with SEC ZERO. Log in the eSECURE account and click the “Sign-In” button.

❖ If applicant has no account with eSECURE you may proceed on creating an account along with corporate officers. To register with eSECURE kindly proceed to this link: https://esecure.sec.gov.ph/ 3. The applicant will be redirected to the eSPARC portal, scroll down and click the “Proceed” button under One SEC processing 4. The Applicant will be redirected to the OneSEC processing page. Click the “Proceed One SEC with ZERO processing application” button.

5. The Applicant will be redirected to the General Provisions page of the SEC ZERO processing, read the following provisions and click the “Continue to OneSEC with ZERO processing application form” button.

6. The Applicant will be redirected to eSPARC fillable form, once filled out click the “Next” button to proceed to the next page.

7. A summary Notice will be displayed, click the “Save and Proceed” button.

8. A confirmation notification will appear before saving and completing the application, click the “ok” button to continue

9. After confirmation, the applicant is redirected to Step 2, encoding of the company details, fill out the necessary details then click the “Save and Proceed” button.

10. The applicant will be redirected to Step 3, the Capital Structure page, complete the necessary details then click the “Save and Proceed” button

❖ To advance with the application and verification procedure, validate the verification link sent to your registered email address.

11. To complete the capital structure page, all incorporators must have a credentialed eSECURE account. Enter the eSECURE ID, and the incorporator’s information will be automatically populated. After entering the subscription details of each incorporator, click the “Save” button. Sample of applicant as incorporator, with credentialed eSECURE account

12. The applicant will be redirected to Step 4. Complete the data under the Company Officers, tick the box of “Click here to confirm” and click the "Save and Proceed" button.

13. The Applicant will be redirected to Step 5, Beneficial Ownership Declaration page; once completed, tick the box of “Click here to confirm” and click the "Save and Proceed" button.

14. The applicant will be redirected to Step 6, Application Review. Review the accuracy of the system-generated forms by clicking them to open on a separate tab. View, download, and check if all information is correct and complete.

15. Applicant must validate the link sent to the official and alternate email address to proceed and finish the application. ❖ Below is a sample of the email confirmation the applicant *Click the link to verify and continue with the application

16. Upon successful verification, the applicant will get a confirmation message

17. Enter the verification code and click the “Proceed to Document Authentication” Button.

18. A confirmation message will appear confirming the submission of application form, if no changes will be made click the “OK” button to proceed

19. Once the application is submitted, the system-generated documents will be ready for authentication of the corporate officers.

20. The system-generated documents must be digitally authenticated by the corporate officers. All corporate officers must authenticate the documents through the Electronic Submission Portal (eSAP). An email notification of “Ready to sign” will be sent to the corporate officer’s email address along with the eSAP link. Click the link to be redirected to eSAP portal.

21. Enter the eSECURE account credentials and click the “Login” button.

22. Upon log in to eSAP document signing portal, incorporators may start to digitally authenticate the system-generated documents to complete the application, select the “View Documents” button.

23. Select the “Signing Requests” menu to view all the documents. Select the document with pending status and click the “Pending” button.

24. A detailed view of the document to be authenticated will be shown on the left side of the dashboard, click the “Sign” button to authenticate the document.

25. A One Time Password (OTP), will be sent to the registered mobile number and email address of the corporate officer, once verified a notice will be shown to confirm verification

26. Once the OTP is successfully verified, the dashboard will indicate that document has been successfully authenticated. Document status is already “Signed”.

27. Ensure that all the corporate officers authenticate the system-generated forms. Click the “Check/Update Status” button in the eSPARC portal and click the “Exit and Cancel” button.

28. Click the “Click here to pay via SEC eSPAYSEC” button to automatically redirected to eSPAYSEC portal to proceed with the online payment.

29. A detailed summary of payment will be shown once redirected to eSPAYSEC. Select your preferred payment gateway and enter the verification code. Click the “Proceed to Payment” button and follow the necessary steps/process of our chosen payment gateway.

Payment confirmation and Electronic Official receipt will be sent to the email address of the authorized representative. 30. Once payment is successfully paid, click the “Go back to eSPARC” button. 31. The applicant will be redirected to eSPARC portal. Click the “download” button to view the authenticated system-generated documents and digital certificate of incorporation. An email notification with the subject “Registration Complete” has also been sent to the authorized representative’s email address.

32. To continue your application to the Philippine Business Hub (PBH) for registration with the BIR, Social Agencies, LGUs and FDA, click the “Continue to Philippine Business Hub” button. .