The government continues to align its regulatory frameworks by steadily adopting technology to streamline public services and ease doing business. As such, the Securities and Exchange Commission (SEC) issued Memorandum Circular (MC) No. 3, Series of 2025, requiring the use of the Zuper Easy Registration Online (ZERO) system for registering corporations. This initiative aims to modernize corporate registration, reduce red tape, and foster a more efficient, transparent, and accessible business environment.
In 2021, the SEC launched the Electronic Simplified Processing of Application for Registration of Company (eSPARC). This system replaced the older Company Registration System (CRS)and was designed to simplify and digitize the registration of domestic stock and non-stock corporations with up to 15 incorporators. eSPARC also facilitated registration applications for partnerships and for foreign-corporation licenses to do business.
eSPARC features two main subsystems: Regular Processing and OneSEC (One-day Submission and E-registration of Companies). Under Regular Processing, applicants begin by reserving a proposed company name and entering the proposed company’s details online for the SEC’s review, which typically takes up to seven working days. Once pre-approved, they then upload the notarized and authenticated or apostilled documents to the portal, pay the registration fees via eSPAYSEC, and receive a digital Certificate of Incorporation (CoI). However, applicants must still submit hard copies of signed and notarized documents and proof of payment before they can secure the physical CoI. With the numerous back-and-forth interactions on the portal, as well as the additional time and cost required for notarization and authentication, this process can be tedious and prone to red tape, which may result in delayed registration.
In contrast, OneSEC is a fully automated system designed for domestic stock corporations, including OPCs (One Person Corporations). It uses pre-filled templates. The entire process — from name verification to issuing the Digital CoI — can be completed within just one day. Similar to Regular Processing, the original CoI is released only after submission to the SEC of the digital CoI, proof of payment of assessed fees, and the originally signed and authenticated or notarized registration documents. While OneSEC offers speed and convenience, it is limited to domestic corporations and OPCs, and only covers 81 approved industry classifications. Additionally, because the system is fully automated, applicants cannot customize their Articles of Incorporation or By-laws.
In 2024, the SEC continued its digital evolution by introducing the Electronic SEC Universal Registration Environment (eSECURE), a digital identity verification and credentialing platform that serves as a “digital passport” for accessing the SEC’s various online services (e.g., eAMEND, eSEARCH, etc.). In the same year, the Electronic Submission Authentication Portal (eSAP)was launched to enable the digital authentication of documents, effectively removing the need for physical signatures and notarization, as well as the submission of hard copies.
Building on these advancements, SEC MC No. 3, Series of 2025 now requires the use of the new SEC ZERO system, an application within the eSPARC system that integrates both the eSECURE and eSAP platforms. Through SEC ZERO, applicants can digitally authenticate registration documents via eSAP, eliminating the need for traditional wet signatures and notarization of the registration documents. This not only streamlines the process and reduces the delays caused by the notarial and authentication/apostille process, but also reduces the costs associated with notarial, authentication, and apostille services. Moreover, the submission of hard copies is no longer required, enabling a fully digital, end-to-end registration process.
To initiate the registration process through SEC ZERO, each incorporator and signatory must first create and credential their individual eSECURE accounts. This involves paying a credentialing fee (P400 for initial credentialing that is valid for two years or P250 for renewal of credentialing account) and uploading either a PhilSys ID or any two valid government-issued IDs. The incorporators and signatories will have to undergo a liveness check in order to fully verify their accounts.
After all incorporators and signatories have completed the credentialing process in eSECURE, applicants may proceed with registration by accessing the eSPARC portal and selecting either the regular option with ZERO processing or OneSEC with ZERO processing option on the eSPARC portal. These options function similarly to their standard counterparts but include an added feature: digital authentication of registration documents.
Once all required company information is entered, the system automatically generates the necessary documents (e.g., Cover Sheet, Articles of Incorporation, By-Laws, and supporting documents). These documents are then digitally authenticated by the incorporators and signatories through eSAP.
Upon successful authentication, the Payment Assessment Form is then issued and may be paid through eSPAYSEC. Once payment is confirmed, an eOR will be issued and the system generates a digital Certificate of Incorporation, which holds the same legal validity as that of a physical certificate.
In accordance with the Memorandum, ZERO processing applies to domestic stock corporations (except lending and financing companies), whether fully Filipino-owned or with foreign equity, including OPCs and corporations with two to 15 incorporators. On the other hand, OneSEC with ZERO Processing is available exclusively for fully Filipino-owned domestic stock corporations with two to 15 incorporators.
The Memorandum also provides that all other types of corporations not listed above (such as lending companies, financing companies, and foreign corporations, including branch offices and representative offices) will eventually be processed through SEC ZERO after three months from its effectivity. However, pending the SEC’s issuance of the official notice announcing their integration to the system, applications for these types of corporations will continue to be under the regular processing option.
The implementation of SEC ZERO marks a pivotal step in the Philippines’ journey toward full digitalization of government services. By centralizing and digitizing the registration process through SEC ZERO, the SEC enhances operational efficiency and reinforces its commitment to accessibility and innovation.
This digital-first approach not only simplifies compliance but also minimizes delays, making it easier for entrepreneurs, investors and corporations to start and grow their businesses in the Philippines.
By forgoing the need for notarization and authentication/apostille of documents, as well as removing the submission of hard copies of the documents, SEC ZERO significantly reduces the time, costs, and effort required to register a company, thereby accelerating business formation and improving ease of doing business.
Through these comprehensive initiatives, the SEC is championing a landscape where efficiency, growth, and digital innovation are at the forefront, heralding a new era for corporate registration in the Philippines.
The views or opinions expressed in this article are solely those of the author and do not necessarily represent those of Isla Lipana & Co. The content is for general information purposes only and should not be used as a substitute for specific advice.
Jerimae Celine Galope is an assistant manager at the Tax Services department of Isla Lipana & Co., the Philippine member firm of the PwC network.
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jerimae.celine.n.galope@pwc.com