It has been a little over a year since I wrote an article about the guidelines of the Securities and Exchange Commission’s (SEC) eAMEND Portal. “eAMEND,” or the Electronic Application for Modification of Entity Data portal, is a user-friendly online filing and submission amendment portal that facilitates the acceptance, processing, approval for payment, and issuance of the digital copy of the Certificate of Amendment of a corporation. It basically cancels the manual completion and submission of hard copies of the application documents in cases in which an entity will need to amend its Articles of Incorporation (AOI) or By-laws (BL), among others.
In relation thereto, when I was an associate, I had the chance to complete the incorporation process of a subsidiary firsthand via eSPARC or the Electronic Simplified Processing of Application for Registration of Company. I entered the basic information required for the company I was setting up in the eSPARC portal, and then the SEC examiners reviewed the application. When everything was in order, the examiner approved the application and automatically issued a digital Article of Incorporation (AOI), By-laws (BL), and Certificate of Incorporation, all online. It greatly lessened the application and submission time compared to the “old-school” or traditional manual collation and submission of application documents. However, the manually signed AOI, BL, and other incorporation documents still had to be personally submitted to the SEC.
Honestly, I thought that eSPARC was already advanced, but the Commission has more great things in mind that will make the setting-up process “zuper” easy. With the SEC’s digital transformation initiative, and in keeping with the current laws, rules, and regulations under the Republic Act (RA) No. 11032, or the Ease of Doing Business and Efficient Government Service Delivery Act, and RA 8792, or the Electronic Commerce Act, it issues SEC Memorandum Circular (MC) No. 3-2025, which mandatorily requires the use of SEC ZERO, or the Zuper Easy Registration Online.
As background, last July 2024, the SEC issued MC No. 10-2024. This circular provides an option for stakeholders to create an account in eSECURE and/or digitally authenticate documents using the eSAP Portal. It requires the creation and registration of an eSECURE or the Electronic SEC Universal Registration Environment account for all individuals who wish to use and access the online services of the SEC. Moreover, it also introduces the eSAP or Electronic Submission Authentication Portal. This portal allows users of the credentialed eSECURE accounts to digitally authenticate SEC-related documents.
Additionally, SEC ZERO now links both eSECURE and eSAP. In this connection, it now allows applicants to digitally authenticate the system-generated forms for incorporation via eSAP. This means that the online submission of digitally authenticated documents via eSAP is acceptable as duly authenticated paper documents for purposes of SEC transactions. The use of the eSAP on electronic documents shall be accepted as an equivalent alternative to the authentication of a person on a written document. The documents digitally authenticated via the portal must be maintained in their original form and should be submitted electronically to the SEC for validation.
The portal also eliminates the need for physical signing and notarization of the registration documents. Currently, hard copies of application documents must be printed in several copies and forwarded to the signatories. Once signed, these documents must be manually notarized by a relevant notary public.
The last point I personally appreciate is that it also eliminates the submission of hard copies of these registration documents. Hence, SEC ZERO now introduces a complete, end-to-end, digital, and paperless registration process. The digitally authenticated certificate of incorporation will be generated by the system and will have the same validity as the original certificate.
As of now, the SEC ZERO covers only the registration of a domestic company, whether the shareholding is all Filipino or with foreign equity, a One Person Corporation and those with 2 to 15 incorporators. It unfortunately does not include domestic lending and domestic financing companies. For other companies that are not covered, Sec. 3.2 of the MC provides that applicants will need to follow the regular processing guidelines under the eSPARC for three months from its implementation or until July 2025. With this provision, we expect that the SEC will again surprise us and issue a circular that will cover foreign corporations, domestic lending companies, and financing companies.
The issuance of SEC ZERO brings healthy competition with other government offices such as the BIR, SSS, Philhealth, Pag-Ibig, and with the local government units. With the implementation of SEC ZERO, we can see the Commission’s commitment to providing effective technological modernization in a stakeholder’s transactions with their office. This is a very welcoming development, especially for foreign investors who prefer a brief result when securing the certificate of incorporation. It greatly eliminates the traditional submission of documents, which must be manually signed and personally submitted to the SEC. It does not only streamline the applicants’ process, but it also reduces the SEC’s manual process of printing and issuing the relevant proof of incorporation documents, as these items will now be produced digitally.
Let's Talk Tax is a weekly newspaper column of P&A Grant Thornton that aims to keep the public informed of various developments in taxation. This article is not intended to be a substitute for competent professional advice.
As published in BusinessWorld, dated 03 June 2025
