SEC Registration

How to Register a Lending Company with the SEC in the Philippines (2026 Guide)

By the LendKoPH Team· Jan 12, 2026· 8 min read
How to Register a Lending Company with the SEC in the Philippines (2026 Guide)
In short: To operate a lending business legally in the Philippines you must (1) incorporate as a stock corporation with the SEC, and (2) secure a separate Certificate of Authority (CA) to Operate a Lending Company under RA 9474. Your corporate name must include the words "Lending Company" or "Lending Investor," and you need to meet the SEC's paid-up capital requirement.

Every legitimate lending company in the Philippines starts in the same place: the Securities and Exchange Commission. Unlike an ordinary trading business, a lending company cannot simply register a business name and start releasing loans. The Lending Company Regulation Act of 2007 (Republic Act No. 9474) requires you to hold a special secondary license before you accept a single centavo of interest. Operating without it is a criminal offense, and in recent years the SEC has aggressively shut down and penalized unregistered online lenders.

This guide walks through what the SEC actually expects in 2026 — the corporate form, the capital, the documents, and the realistic timeline — so you can get to your first loan release without a compliance headache.

Why the SEC, and why a second license?

There are two layers of registration, and new founders often confuse them. The first layer is incorporation: you register a juridical entity (a stock corporation) with the SEC, which gives you a Certificate of Incorporation. The second layer is the Certificate of Authority (CA) to Operate a Lending Company, a secondary license issued specifically under RA 9474. The Certificate of Incorporation makes you a company; the Certificate of Authority makes you a lending company.

The distinction matters because your books, your taxes, and your reportorial obligations all flow from that secondary license. Once you hold a CA, the SEC treats you as a regulated financial entity with ongoing reporting duties — which is why your accounting needs to be examiner-ready from day one.

The SEC registration path
1
Reserve your corporate name
The name must contain "Lending Company" or "Lending Investor." Reserve it through the SEC eSPARC / One-Stop portal.
2
Incorporate the stock corporation
File Articles of Incorporation and By-Laws. Lending companies must be stock corporations — not sole proprietorships or partnerships.
3
Deposit the paid-up capital
Fund the required paid-up capital and secure the bank certificate of deposit.
4
Apply for the Certificate of Authority
Submit the CA application with all supporting documents under RA 9474.
5
Register with the BIR and LGU
Get your TIN, books of accounts, and official receipts; secure your Mayor’s Permit before operating.
The two SEC layers — incorporation and the Certificate of Authority — plus BIR and LGU registration.

Who can register a lending company?

RA 9474 is strict about form. A lending company must be a stock corporation. You cannot run a licensed lending business as a sole proprietor or an ordinary partnership. At least a majority of the voting stock generally must be owned by Filipino citizens, and the corporate name is required by law to signal what you do — it must include "Lending Company" or "Lending Investor." A name like "Juan Dela Cruz Trading" will not pass.

The incorporators and directors must also meet fit-and-proper standards. The SEC screens for anyone previously convicted of offenses involving moral turpitude or barred from the financial sector, because a lending license is a position of public trust.

How much capital do you need?

Capitalization is where founders are most often caught off guard. The statutory floor written into RA 9474 is a minimum paid-up capital of ₱1,000,000. However, the SEC has raised the effective requirement through its own memorandum circulars, and newly registered lending companies today are commonly required to show closer to ₱10,000,000 in paid-up capital, with additional capital expected if you plan to open branches. Always confirm the current figure against the latest SEC memorandum circular before you incorporate — the number has moved upward over time.

Capital at a glance
₱1M
Statutory minimum (RA 9474)
₱10M
Common SEC requirement for new registrants
100%
Must be a stock corporation
2
Licenses: incorporation + CA
Paid-up capital: the statutory floor is ₱1M, but current SEC circulars typically require more.

Documents the SEC will ask for

The Certificate of Authority application sits on top of your incorporation documents. Prepare these early — chasing signatures and notarizations is what stretches a two-month process into four.

Certificate of Authority checklist
SEC Certificate of Incorporation, Articles of Incorporation, and By-Laws
Bank certificate of deposit evidencing the paid-up capital
Information sheet on directors, officers, and stockholders
NBI clearance and fit-and-proper documents for principals
Proof of principal office address (lease contract or title)
Sworn statement of assets and liabilities, and business plan
Payment of SEC filing and processing fees
A typical document set for the CA to Operate a Lending Company.

The realistic timeline

Name reservation is fast — often same-day online. Incorporation through the SEC's electronic portal can take a few days to a couple of weeks depending on document quality. The Certificate of Authority is the longer leg, because the SEC reviews your capital, principals, and business plan; budget four to eight weeks. Running in parallel, you should already be preparing your BIR registration so you can print official receipts and register your books the moment the CA lands.

Do not release loans "while the CA is being processed." Interest income earned before your Certificate of Authority is issued exposes you to penalties and can jeopardize the license itself.

After registration: staying compliant

Getting the license is the beginning, not the end. As a licensed lending company you owe the SEC recurring reports — audited financial statements, a General Information Sheet, and lending-specific reportorial submissions — and the BIR a full stack of returns including documentary stamp tax, withholding tax, percentage tax, and income tax. The cleanest way to stay ahead of all of it is to keep your loan records and your books in one system from your very first release, so that every collection already carries its tax treatment.

That is exactly what LendKoPH is built for: your loans, collections, and BIR-ready books in one place, with a compliance calendar keyed to the tax types on your Certificate of Registration.

Frequently asked questions

Can I run a lending business as a sole proprietor?

No. RA 9474 requires a lending company to be a stock corporation registered with the SEC and holding a Certificate of Authority. A sole proprietorship or ordinary partnership cannot legally operate as a lending company.

What is the difference between the Certificate of Incorporation and the Certificate of Authority?

The Certificate of Incorporation makes you a corporation. The Certificate of Authority (CA) is a separate secondary license under RA 9474 that specifically authorizes you to operate as a lending company. You need both.

How much paid-up capital do I really need?

The statutory minimum under RA 9474 is ₱1,000,000, but current SEC memorandum circulars commonly require newly registered lending companies to show around ₱10,000,000, with more for branch operations. Confirm the latest figure with the SEC before incorporating.

Does my company name really need "Lending" in it?

Yes. The law requires the corporate name to include the words "Lending Company" or "Lending Investor" so the public can identify regulated lenders.

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