How to Register a Non-Profit Organisation in the Philippines

Setting up a non-profit in the Philippines? Get all the details on registration and requirements with our step-by-step guide.

Whether promoting a cause, addressing social issues, or seeking to strengthen communities, setting up a non-profit organisation can be a strategic approach to affecting change. In the Philippines, a non-stock, non-profit organisation is a legal entity primarily established to serve a social cause rather than generate profit for its members. 

To better understand their nature, here are the key characteristics of a non-stock, non-profit organisation in the Philippines:

  • Non-Stock: The organisation does not have any capital stock. Members do not hold shares and cannot receive profits from the organisation’s activities. 

  • Non-Profit: The organisation’s primary goal is not to generate profit. Any income earned is reinvested back into achieving its social objectives. These may be for charitable, educational, fraternal, cultural, social welfare, athletic, scientific, and other similar purposes. 

  • Membership: Non-profit organisations can have members who contribute financially or through volunteer work. Membership does not translate to ownership or profit-sharing. 

These organisations are formally registered with the Securities and Exchange Commission (SEC) and operate under a set of governing rules to ensure their transparency, accountability, and legitimacy. 

Here’s a step-by-step guide for registering a non-profit organisation in the Philippines:

  1. Secure a name

Obtain a name verification slip for the company name you intend to use. Manually reserve the chosen name with the SEC. The reservation fee is PHP 40 for every 30 days. You can reserve a company name for a maximum of 90 days. 

  1. Assemble the incorporators

You need at least five incorporators, but no more than 15. The majority of the incorporators must be Philippine residents. Once you have the incorporators lined up, gather their complete addresses and BIR Tax Identification Numbers (TIN). 

  1. Prepare the Articles of Incorporation (AIO) and By-laws 

The AIO defines the non-profit organisation’s purpose, powers, and limitations. It also outlines the organisation structure, including the number of trustees and how they are elected. 

The by-laws detail the following internal governance procedures: 

  • How meetings are conducted

  • Officer and member rights and responsibilities 

  • Dispute resolution mechanisms

You can find resources and templates for these documents online. Remember to customise the templates according to your organisation’s specific needs and objectives. We recommend seeking legal advice to ensure regulatory compliance. 

  1. Register with the SEC 

Submit the following documents to the SEC:

  • Name verification slip

  • AOI and By-laws

  • List of members certified by the corporate secretary (unless already stated in the AOI)

  • List of donors and contributors with corresponding amounts (certified by the treasurer)

  • Joint affidavit of two incorporators to change the corporate name (if applicable)

  • Registration fees

If applicable, here are the additional requirements:

  • For Religious Corporations: An affidavit of affirmation by the chief priest, presiding elder, or equivalent. 

  • For Federations: A certified list of all member associations signed by the corporate secretary or president. 

  • For Foundations: The notarized bank deposit certificate of the contribution of no less than PHP 1 million, along with a statement of willingness allowing the SEC to conduct audits. 

  • For Condominium corporations or associations: Master Deed along with the primary entry of the Register of Deeds. You will also need a certification that no other similar condominium project or association exists. 

According to the SEC, there is no fixed contribution amount required except for foundations, which must have a minimum contribution of at least PHP 1 million. 

  1. Wait for SEC approval

An SEC evaluator will review the initial drafts for up to seven working days. Here are the next steps:

  • You should receive an email once the application is pre-approved. 

  • After signing and uploading the generated forms, the SEC will send another email if the application is approved and qualified for payment. 

  • The payment assessment form should be paid within 45 days of receipt. Once paid, you will receive the digital Certificate of Incorporation (COI). 

Submit the digital COI, original documents, and proof of payment to the SEC within 60 days from the date of incorporation to claim the original COI. 

  1. Register with the Bureau of Internal Revenue (BIR)

Within 30 days from the date of incorporation, non-profit organisations must be registered with the BIR. Obtain a Tax Identification Number (TIN), register your books of accounts, and secure official receipts or invoices. 

If you wish to be tax-exempt, you will need to secure a BIR Tax Exemption Ruling with the Revenue District Office (RDO) of registration. To be eligible, organisations must operate exclusively for charitable purposes and use their income and assets solely for these. 

  1. Register with the Local Government Unit (LGU) 

Register with the LGU where your principal office is located and secure the necessary permits. These may include the following:

  • Business Permit

  • Barangay Clearance

  • Sanitary Permit

  • Fire Safety Inspection Certificate

Requirements, permits, and certifications may vary depending on the LGU. 

  1. Employer registration (optional)

If you plan to hire employees, register with the Social Security System (SSS), Philippine Health Insurance Corporation (PhilHealth), and Home Development Mutual Fund (HDMF).

Remember, this guide provides a general overview.  Consulting with a lawyer specialising in non-profit organisations is recommended to ensure you comply with all legal requirements and navigate the registration process smoothly.