A non-stock corporation, under Section 3 of the Revised Corporation Code of the Philippines (RCCP), is any corporation not organized as a stock corporation. A stock corporation is one which has capital stock, held by shareholders, and dividends which are, from time to time, distributed to said shareholders.

A non-profit corporation is one where no net income or asset accrues to or benefits any member or specific person, with all the net income or asset devoted to the institution’s purpose and all its activities conducted not for profit.

A non-stock corporation, under Section 86 of the RCCP, is one where no part of its income is distributable as dividends to its members, trustees, or officers; provided, that any profit which a non-stock corporation may obtain incidental to its operations shall, whenever necessary or proper, be used for the furtherance of the purpose/s for which the corporation was organized (RCCP, Sec 86).

A non-stock corporation is formed or organized for charitable, religious, educational, professional, cultural, fraternal, literary, scientific, social, civic service, or similar purposes like trade industry, agricultural and like chambers, or any combination thereof, subject to the special provisions of this Title governing particular classes of non-stock corporations (RCCP, Sec 87);

No. Generally, a Foundation may register as such and execute its charitable purposes without the need of any accreditation. Once a Foundation secures its primary license (Certificate of Incorporation), it may proceed with its operations without having to secure any form of accreditation.

Accreditation, generally, grants Foundations with additional benefits or allows them to engage in charitable activities regulated by specific government agencies;

Where the rules call for the signature of a particular officer (i.e. President), but said officer is out of the country or otherwise incapacitated (i.e. hospitalized, quarantined, unconscious, etc.) to sign submissions for the Foundation, the following persons may sign on behalf of the unavailable officer:

 ● The person who is, under the Foundation’s by-laws, authorized to sign on behalf of the unavailable or indisposed officer (i.e. the Foundation’s by-laws authorize the Vice- President to sign in the absence of the President); or

 ● The person authorized by the board of directors through a resolution issued for that purpose to sign on behalf of the indisposed officer (The Secretary’s Certificate reflecting the board resolution shall be submitted together with the compliance submission signed by the authorized substitute signatory)

Please note that no one shall act as president and secretary or as president and treasurer at the same time, unless otherwise allowed in the RCCP

Signatories may seek assistance with the Philippine Consulate in the country where they are sojourning. Notarization and other services are provided by such consulates allowing the Foundation’s signatory to sign their compliance submissions there

Note: With the effectivity of the Apostille Convention within the Philippines on 8 May 2019, the Apostille has since replaced the Authentication Certificate – commonly known to the public as “red ribbon” – affixed by Philippine embassies and consulates to documents intended to be used abroad. The change aimed to reduce the processing time for such documents

Alternatively, they may have their authorized representative, discussed in Number 2 above, sign on their behalf.

Delinquency – The Foundation becomes delinquent then subsequently fails to resume operations and/or comply with SEC rules or orders for two (2) years

If a Foundation has commenced its operations but subsequently becomes inoperative for a period of at least five (5) consecutive years, the Commission may, after due notice and hearing, place the NSPO under delinquent status

A delinquent Foundation shall have a period of two (2) years to resume operations and comply with all requirements that the Commission shall prescribe. Upon compliance by the Foundation, the Commission shall issue an order lifting the delinquent status. Failure to comply with the requirements and resume operations within the period given by the Commission shall cause the revocation of the Foundation’s certificate of incorporation

Revocation by operation of law – If the Foundation does not formally organize and commence its operations within five (5) years from the date of its incorporation, its certificate of incorporation shall be deemed revoked as of the day following the end of the five (5)-year period

Revocation due to a violation of the RCCP or any of the SEC’s rules and regulations – As an administrative sanction, if after due notice and hearing, the Commission finds that any provision of this Code, rules or regulations, or any of the Commission’s orders has been violated, the primary license of the erring Foundation may be terminated

For more information, please see Section 177 of the RCCP