It shall be understood that the One day Submission and E-registration of Companies (“OneSEC”) Zuper Easy Registration Online (“ZERO”) is implemented for the convenience of the registrants, thus, the registrant assumes all responsibilities associated with the use of this system, including but not limited to the transfer of information to the Securities and Exchange Commission (“Commission”).

By using this facility and proceeding to the registration application form, the registrant agrees to the following:

• That the privacy policy has been read and understood.
• That all the necessary information in pursuance of the company’s registration application are provided, and that the given information are true and correct and were entered without any intention of defrauding the Philippine Government.
• That the corresponding registration fees are paid.
• That the information downloaded from this system bears a unique QR code of the Commission.
• That the Commission shall not be responsible for any damage that may result from the use of this online service or unauthorized use of the aforementioned QR code.

Right of Access

The Commission reserves the right to update or modify the OneSEC ZERO eSPARC from time to time.

The Commission further reserves the right to disable and/or terminate, without prior notice, the account of any user who violates or abuse the use of information and data downloaded from this system, as well as the right to block access from a particular internet address to this system, at any time, upon legitimate grounds as may be determined by the Commission.

Amendment of the Terms and Conditions

These Terms and Conditions may be changed by the Commission from time to time. All changes will be posted on this system and the use hereof after such changes have been posted shall be deemed as voluntary consent to the Terms and Conditions as amended.

Governing Law

These Terms and Conditions shall be governed and construed in accordance with laws of the Republic of the Philippines

*https://www.sec.gov.ph/wp-content/uploads/2020/05/SECMCNo16_1.pdf

As the system aims to promote promptness, reliability and efficiency, the registrant has to conform with the following conditions within a period of one day. Note however, if during the process of encoding, one of the required data does not conform with the scope enumerated below, the registrant has to cancel the application and proceed to eSPARC Regular with ZERO processing.

1. The company classification is All Filipino, .01 to 40%, and more than 40% to 100% foreign equity participation;
2. The proposed corporate name may comply to the following: (a) has a name descriptor according to its industry classification; (b) does not contain any Trade Name/s ; and (c) not subject to any Letter of Appeal for reconsideration; and (d) in explicit form (any set or group of letters does not contain any acronym or meaning);
3. The primary purpose or main activity is predetermined and is not subject to any modification/correction;
4. The corporate term of existence may be determined by the applicant.
5. The incorporator/s, members of the Board of Directors and subscribers are Natural Person/s, of legal age;
6. The applicant corporation is not located in any of the economic zones, if located within an economic zone, then proceed to eSPARC ZERO Regular processing;
7. The share type classification contains the following : (a) Common Shares; (b) with Par Value and (c) Amount of par value is not less than P1.00 and in non-decimal currency;
8. The Mode of Payment for the subscription of shares is CASH;
9. Once the application is completed, the registration fees are paid immediately through the SEC eSPAYSEC;
10. The applicant corporation is not required to secure clearance/endorsement from any Department of SEC and/or other government agency/ies, if clearance/endorsement is needed please proceed to eSPARC ZERO Regular processing;
11. None of the incorporators, stockholders/members, directors/trustees, beneficial owners, and officers of the applicant corporation have been convicted of or have pending criminal or administrative case of felony or misdemeanor involving investment or investment-related business, fraud, false statements or omissions, wrongful taking of property, bribery, forgery, counterfeiting or extortion, or other felonies;
12. None of the incorporators, stockholders/members, directors/trustees, beneficial owners, and officers of the applicant corporation are included in pertinent sanctions list circularized by the Bangko Sentral ng Pilipinas (BSP), the Anti-Money Laundering Council (AMLC), the Anti-Terrorism Council (ATC), and other domestic and/or international entities or organizations, such as the Office of Foreign Assets Control (OFAC) of the U.S. Department of Treasury and the United Nations Sanctions List;

The predetermined primary purpose or main business activity in the registration application shall be exclusive and shall be subject to the following list of industry classification only, to wit:

Furthermore, applications whose industry classifications are not within the exclusive list, together with those enumerated in the following categories, shall be excluded from OneSEC ZERO and shall undergo eSPARC Regular Processing:

REGULAR
ZERO Processing	eSECURE (Authorized Representative Only)
A. Stock Corporation a. All Filipino b. .01-40% foreign equity c. More than 40% Foreign Equity	A. Stock Corporation Company Subtypes All Filipino (excluding those not falling within the exclusive list) .01-40% Foreign Equity (excluding those not falling within the exclusive list) More than 40% Foreign Equity (excluding those not falling within the exclusive list) c.1. Retail Trading As to Purpose Banking Insurance Agency Advertising Public Utilities Lending Financing As to the Board of Directors With vacant position in the Board of Directors In-Trust for Shares PEZA-Registered Mode of Payment Other than Cash Foreign-Owned Corporation with $100,000.00 Paid-Up Capital DOLE Certification DOST Certification Sand Box Technology Partnership General Partnership Representative Office Regional or Area Headquarters Foundation
B. Non-Stock Corporation a. Foundation b. Federation c. Savings and Loans Association d. Mutual Fund Associations e. Condominium Corporation f. Micro finance

The proposed company name shall be subject to applicable provisions of the Revised Corporation Code of the Philippines (R.A. No. 11232) and SEC Memorandum Circular No. 13, series of 2019, or the Amended Guidelines and Procedures on the Use of Corporate and Partnership Names, and related SEC rules and regulations. (Link)

The registrant undertakes to change the name of the corporation immediately upon receipt of notice from the Commission that another corporation, partnership or person has acquired a prior right to the use of such name, that the name has been declared not distinguishable from a corporation, or that it is contrary to law, public morals, good customs or public policy. (Secs. 14 and 17 of the Revised Corporation Code of the Philippines).

The Name Reservation Fee shall be charged together with the filing fees and shall be included in the Payment Assessment Form (PAF) issued to the registrant.

Registration applications that do not fall under all of the above conditions should proceed to the eSPARC Regular with ZERO Processing.

If during the process of encoding, one of the required data does not conform with the scope enumerated above, the registrant has to cancel the application and proceed to eSPARC Regular with ZERO Processing.

Failure of the registrant to complete the application within one (1) day shall cause the system to automatically purge the entire application, including the cancellation of a pre-approved Name Reservation.

Only system-generated registration forms are acceptable. Any alteration, erasure, modification or revision therein shall result in the revocation of the application.

All communications regarding the status of the registration application shall be forwarded to the designated email address provided by the registrant. Such communication may contain information about the status of the application, instructions as well as the deadlines therefore. It shall be the sole responsibility of the registrant to regularly check his/her designated email address to ensure that he/she is sufficiently informed of the status of his/her application.

Failure to pay the assessed registration fees within one day from the issuance of the PAF shall result in the automatic purging of the application from the system.

Fees other than the computed filing fees (e.g. bank surcharges) shall be for the account of the registrant.

By using this facility and by providing your personal data, you hereby authorize the Commission to collect, store, and process the said data.

Data such as but not limited to full names, nationalities, TIN/passport numbers, principal and alternate email addresses and principal and alternate mobile numbers with the use of electronic or automated means, shall be stored within the period allowed under applicable laws, rules and regulations, for the purpose of processing your registration application for OneSEC ZERO.

You also acknowledge and consent to the collection and processing of your personal data as part of the requirements for registration.