How to Register a Non-profit Organization in the Philippines

Thinking about setting up an NGO or foundation in the Philippines? The country has a deeply rooted culture of community service and social welfare, making it one of the most active NGO sectors in Southeast Asia. But before you can start making an impact, you need to register your NGO with the Securities and Exchange Commission (SEC).

In this guide, we will walk you through the NGO registration process. This includes understanding different types of NGOs, the current registration requirements, and the step-by-step process. 

What is a Non-Profit Organization in the Philippines?

A non-profit organization (or more commonly referred to as an NGO or a non-government organization) is a legal entity established to pursue social, charitable, educational, cultural, or civic purposes. Any profit it generates must be reinvested into the organization.

No part of its income can be distributed as dividends or financial benefits to members, trustees, or officers. This is a foundational requirement under Section 86 of the Revised Corporation Code (RA 11232). 

Types of Non-Profit Organizations

Understanding each type of NGOs in the Philippines directly shapes your legal structure, tax‑exempt status, funding options, and how you can operate in practice. Here are some examples:

1. Foundations: The most formal type of NGO. They are organized exclusively for charitable, religious, educational, cultural, or civic purposes and are required to carry the word "Foundation" in their corporate name. Foundations must also meet a minimum capital requirement (more on this below), making them more financially rigorous than other NPO types.
2. Non-Stock Corporations: Entities that do not issue shares and are formed for purposes like social welfare, cultural promotion, or environmental conservation. They are the most common structure for NGOs and are governed directly by the Revised Corporation Code.
3. People's Organizations (POs): Grassroots entities formed by community members to address local concerns such as agriculture, labor rights, community development, and similar issues. These are often smaller and community-led.
4. Microfinance NGOs: Specialized category regulated under Republic Act 10693 (Microfinance NGOs Act). They provide financial services such as microcredit and microsavings to low-income communities and must be organized with microenterprise development as their primary purpose.

Prerequisites for NGO Registration

Number of Incorporators or Trustees

Instead of shareholders or board members, a non-profit organization has trustees or incorporators. To register an NGO, you must have at least 5 with a maximum of 15 trustees under the Revised Corporation Code (RA 11232). Each trustee must also be at least 18 years old and legally competent to enter into contracts.

If you’re a foreigner, you don’t need a residency permit but you are required to have a proper immigration/work authorization. For example, a foreign corporate officer working in the Philippines typically needs the appropriate long-stay visa, and immigration rules require temporary-resident documentation for aliens staying more than 6 months.

Capital Requirements

For most non-stock, non-profit corporations, there is no minimum capital requirement. However, foundations are an exception. To establish a foundation in the Philippines, you must demonstrate a minimum initial capital contribution of at least PHP 1,000,000, evidenced by a notarized Certification of Bank Deposit. The Articles of Incorporation must also specify the amount contributed by each contributor, along with their names, nationalities, and residence addresses.

Foundations must also submit a statement of willingness to allow the SEC to conduct an audit, and are required to maintain at least 20% of unrestricted funds in low-risk, liquid instruments such as time deposits or government bonds.

Additional Governance Requirements for Foundations

If you're registering a foundation specifically, be aware of these additional requirements under SEC Memorandum Circular 8-2006 (as amended):

• At least 20% of trustees must be independent (not related within the 4th civil degree to other trustees or the founder).
• No trustee may receive compensation, only reasonable per diems (,daily allowances). 
• A written conflict-of-interest policy must be in place.
• Assets upon dissolution must go to another SEC-accredited foundation or the State and never to private individuals.

Step-by-Step Registration Process for NGOs

Under the Revised Corporation Code (RA 11232), all legal entities (including NGOs) must register with the SEC. Although SEC registration takes about 3-15 business days, the entire process (including BIR registration, PCNC accreditation, and other required approvals) could take 3 to 6 months. 

Step 1: NGO Name Reservation

The process starts by reserving your NGO name with the SEC’s online registration system (either eSPARC). Name reservations are valid for 30 days, so make sure you're ready to move forward with your application before reserving.

If you’re registering a foundation, the word "Foundation" must appear in your corporate name. For general non-stock corporations, the name should clearly reflect your organization's non-profit nature.

Once your name is confirmed and available, you'll receive a Name Verification Slip, which is required for the next step.

Emerhub can help you verify your name with access to our database of existing company names in the Philippines. 

Step 2: Prepare and Submit Your Registration Documents

Whether you're registering a non-stock corporation or a foundation, you will need the following core documents:

• Articles of Incorporation (AOI): Must clearly state the non-profit nature of the organization, its primary purpose, principal office address, names and details of the initial trustees, and the amount contributed by each incorporator.
• By-Laws: Governs your organization's internal operations, meeting procedures, and management structure. Both the AOI and By-Laws must be notarized.
• List of Members and Contributors: A detailed list of all initial members and contributors, demonstrating transparency and accountability.
• Treasurer's Affidavit / Notarized Certification of Bank Deposit (for foundations only): Confirms the minimum PHP 1,000,000 capital contribution.
• BIR Tax Identification Numbers (TIN): Required for each trustee at the time of registration.

If you're using eSPARC, your AOI and By-Laws are generated directly through the online system and stamped with an SEC barcode upon completion.

Upon approval, the SEC issues a Certificate of Incorporation. Foundations additionally receive a separate Certificate of Registration as a Foundation. Processing time is typically 3–15 business days after submission of complete documents.

Emerhub can help you prepare all the requirements during the incorporation process. For foundations with foreign incorporators or contributors, we can act as your Resident Agent to fulfill compliance requirements. 

Step 3: Register with the BIR

Within 30 days of your SEC approval, register your organization with the Bureau of Internal Revenue to obtain a Tax Identification Number (TIN) and Certificate of Registration. 

Keep in mind that SEC registration does not automatically give you tax-exempt status. That's a separate application. To obtain a Certificate of Tax Exemption (CTE), you'll need to demonstrate to the BIR that your organization operates exclusively for qualifying purposes. The CTE is renewable every three years and requires updated activity reports and donor lists. 

Even with tax-exempt status, you are still required to file regular tax returns with the BIR.

Note: For tax efficiency, your organization can also be accredited with the Philippine Council for NGO Certification (PCNC) as a qualified donee institution (more information on Step 6). 

Step 4: Obtain Local Government Permits

To legally operate your office, you'll need to secure the following permits from your local government unit (LGU):

• Mayor's Permit / Business Permit from the City or Municipal Hall where you're located
• Barangay Clearance from your local barangay
• Sanitary Permit for office operations
• Fire Safety Inspection Certificate from the Bureau of Fire Protection

These approvals are typically renewed annually. Budget PHP 1,000–5,000 depending on your city or municipality.

If you have employees, this is also the stage to register with the Social Security System (SSS), PhilHealth, and Pag-IBIG Fund. Here is our guide on how to register as an employer for these agencies. 

Step 5: Register with the Government Agency Relevant to Your Sector

Depending on your organization's programs, you'll need certification or registration from the government agency that has oversight over your area of work. This is both a compliance requirement and a prerequisite for PCNC accreditation in the next step.

For social welfare organizations specifically, DSWD registration involves an assessment of your administrative, technical, and financial capabilities to run your programs. DSWD accreditation is renewed every three years.

Step 6: Apply for PCNC Accreditation (Optional)

If you want to register with the BIR as a qualified donee institution for tax-deductible donations, you need to be PCNC-accredited. This means donations to your organization can be exempt from donor’s tax. In many cases, it is deductible from your donor’s taxable income.

The Philippine Council for NGO Certification (PCNC) serves as the self-regulatory body of the NGO sector. PCNC accreditation is a prerequisite for BIR registration as a Qualified Donee Institution, which unlocks important tax benefits for your donors.

PCNC is the NGO sector's self-regulatory body, delegated by the Department of Finance. It evaluates whether your organization meets established standards for governance, financial management, and accountability.

Here's how the process works:

1. Submit four complete sets of documents to PCNC via courier or in person. This includes your SEC and BIR registration documents, certification from your relevant government agency (e.g., DSWD), audited financial statements, and organizational profile.
2. PCNC conducts a full evaluation, which includes a documentary review, interviews with board members and management, and a site visit.
3. Based on your compliance score, PCNC issues certification valid for 1, 3, or 5 years.
4. PCNC endorses approved organizations to the BIR, which then issues the Certificate of Registration as a Qualified Donee Institution.

The entire PCNC process typically takes about three months from the time your application is acknowledged.

Step 7: Obtain BIR Donee Institution Status 

Once PCNC endorses your organization, the BIR will conduct its own review. If satisfied, they will issue your organization's Certificate of Registration as a Qualified Donee Institution. This status allows your NGO to issue Certificates of Donation (BIR Form 2322) to donors, who can then use these for tax deduction purposes.

The tax benefits are significant:

• Accredited NGOs: Donations are deductible in full from the donor's taxable income (subject to the restriction that not more than 30% of total expenses be used for administration)
• Other accredited non-stock, non-profit corporations: Donations are deductible up to 5% of taxable income for corporate donors and 10% for individual donors
• Donors' tax: Gifts to PCNC-accredited organizations are exempt from donor's tax, provided not more than 30% of the donation goes to administrative expenses

Post-Registration Compliance

After registration and accreditation, your NGO will need to comply with ongoing obligations to maintain good standing and legal compliance under Philippine law. Here are some post-registration compliance you need to follow:

• Annual SEC Reporting: Your organization must submit annual General Information Sheets (GIS) and audited financial statements to the SEC. Foundations face more stringent reporting requirements and are subject to SEC audit at any time.
• BIR Tax Filings: Even with tax-exempt status, your NGO must file regular tax returns. The Certificate of Tax Exemption must be renewed every three years with updated activity reports and donor records.
• PCNC Renewal: Donee Institution Status through PCNC must be renewed every 1, 3, or 5 years, depending on your certification level. PCNC requires all certified organizations to issue a Certificate of Donation (BIR Form 2322) within 30 days of receiving any donation. Failure to do so can lead to revocation of certification.
• Labor Compliance: If you have employees, you must register with the Social Security System (SSS), PhilHealth, and Pag-IBIG Fund, and comply with all applicable labor laws.
• AMLA Compliance: Under AMLA 2021 Implementing Rules, your organization must maintain records of all fund sources, donors, and transactions, and report suspicious transactions as required.

How Emerhub Can Help

Managing registrations across the SEC, BIR, LGUs, DSWD, and PCNC simultaneously can be challenging for many organizations. Emerhub's local team in the Philippines handles the incorporation process on your behalf. 

We will handle the NGO name registration with the SEC and liaise with LGUs to obtain required permits for your premises. Part of our services is to help you register with the BIR to obtain your TIN or be accredited by the PCNC. Once you're registered, we help you stay on top of compliance obligations so your organization keeps its good standing.

Ready to set up your NGO in the Philippines? Fill out the form to speak with one of Emerhub's compliance experts.