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Minimum Capitalization in Registering a Corporation Print E-mail
Written by Pinoy Entrepreneur, on 24-06-2008
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

Users' Comments (4)
Posted by Bal Catbagan, on 09-02-2009,
your presentation was clear enough for those who can visualize worden equations. may i suggest that you further present the equation in table form. on the column entry: the type of capitalization, authorized, subscribed, paid-up; and, on the row entry, the amounts that you have just specified. thank, and i hope that this may be of help to those who can understand it more in tabulated form.
 

Posted by Fred, on 27-01-2009,
Millie, thank you for the kind words. I guess you're asking for what to file with the BIR, local government and/or the SEC. Perhaps we could have that post later on. In the meantime, perhaps this post would be of help - Options for Entrepreneurs in Financial Distress: Suspension, Rehabilitation and Insolvency 
 
mvpnet, in general, the minimum required is what's discussed above. There are some exceptions and the Citizen's Manual issued by the SEC is very helpful in this respect. The list is reproduced here -- Minimum Capitalization in Registering a Corporation
 

Posted by mvpnet, on 27-01-2009,
Very helpful website! 
 
I'd like to know how can I determine the authorized capital stock? Are there any specific amount of ACS for each type of business? I and my partners would want to establish a corporation and the line of business is dealership of tuna and supply fuels to vessels. But we don't know how much ACS we have to declare. 
I appreciate if anyone can help us on this. 
Thanks.
 

Posted by Millie Macariola, on 23-01-2009,
Very informative. Thanks. 
How about posting information on what to do if business stopped operating?
 

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