SEC Memorandum Circular No. 03-2025: Fast, Paperless, and 100% Digital Company Registration

On 4 April 2025, the Securities and Exchange Commission (SEC) issued Memorandum Circular No. 3, series of 2025 (the “Circular”), which requires the use of SEC Zuper Easy Registration Online (SEC ZERO) for the registration of corporations using Electronic Simplified Processing Application for Registration of Company (eSPARC) and One Day Submission and E-Registration of Companies (OneSEC) as portals. The required use of SEC ZERO started on 07 April 2025.

SEC MC No. 03-2025 allows applicants to digitally authenticate system-generated forms through Electronic Submission Authentication Portal (eSAP) platform, which effectively removes the need for the physical signing and notarization of the registration documents.¹ Additionally, submission of hardcopies of registration documents is no longer required. Once the submitted documents  are approved, the digitally authenticated certificate of incorporation will be generated, and it will have the same validity as the original certificate.² The end-to-end registration process will therefore be paperless.³

Coverage

Domestic Corporations

Upon the effectivity of the Circular, the Domestic Stock Corporations shall be processed through SEC ZERO. 

Other Types of Corporations

For other types of corporations such as lending companies, financing companies, and foreign corporations not included in the table, the Regular Only mode shall continue to apply for three (3) months from the effectivity of the Circular.

Register Your Company Anytime, Anywhere

As confirmed by SEC chairperson Emilio Aquino, the complete digitalization of business registration makes registration easier and faster, and it can be done anytime and anywhere. Additionally, the new system allows for accountability and screening of scheming individuals who intend to use corporate structures for fraudulent purposes.⁴ Through eSECURE, the identities of the users will be verified, as it involves the capturing of live photo and use of verified email address and cellphone number. Additionally, the eSAP uses One Time Passwords (OTPs) to electronically authenticate SEC required documents. 

Prepared by Reinalyn Domasig.

FOOTNOTES

1. SEC MC No. 03-2025, Annex B. 
2. Id.
3. Id.
4. Daily Tribune, SEC registration goes fully online available at https://tribune.net.ph/2025/04/08/sec-registration-goes-fully-online#:~:text=“SEC%20ZERO%20exemplifies%20our%20commitment,be%20done%20anytime%20and%20anywhere.” (last accessed 04 May 2025).