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Minimum Capitalization in Registering a Corporation Print E-mail
There was a previous question, in the post on How to Register a Corporation with the SEC, on the minimum capitalization of corporations. We thought this matter is a bit obvious, as this is provided under the Corporation Code. However, when there are a number of hits to this site on queries regarding the minimum capitalization of corporations, maybe there is a need to have a separate post on this matter (just like the queries on the required number of corporate directors).

Section 13 of the Corporation Code reads:

Sec. 13. Amount of capital stock to be subscribed and paid for the purposes of incorporation. - At least twenty-five percent (25%) of the authorized capital stock as stated in the articles of incorporation must be subscribed at the time of incorporation, and at least twenty-five (25%) per cent of the total subscription must be paid upon subscription, the balance to be payable on a date or dates fixed in the contract of subscription without need of call, or in the absence of a fixed date or dates, upon call for payment by the board of directors: Provided, however, That in no case shall the paid-up capital be less than Five Thousand (P5,000.00) pesos. 

So, the minimum paid-up capital is P5,000. That, however, is not the minimum authorized capital stock (ACS) because the ACS is different from subscribed capital and paid-up subscription. The law requires that at least 25% of the ACS must be subscribed, and at least 25% of the subscribed capital must be paid-up. 

In other words, the minimum authorized capital stock is P80,000 and at least 25% of that amount, or P20,000, must be subscribed upon incorporation. On the other hand, at least 25% of the P20,000 must be paid-up, which gives us the figure of P5,000, minimum paid-up capital provided by law.

The minimum amount of P5,000 is what the Pinoy Entrepreneur must deposit in the bank, in the name of Treasurer in-trust-for the corporation. This information will be reflected in the Treasurer's Affidavit and the bank certification, both of which are required to be submitted upon incorporation, as discussed in a previous post. There you have it.

Published in : Topics, Business Registration

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