From Paper to Pixels: SEC Memorandum Circular No. 3, series of 2025 and the Digital Shift in Corporate Registration

Atty. Allana Marie P. Nacino and Isabelle R. Gonzales | 13 October 2025

The landscape of starting a business in the Philippines has undergone a landmark transformation. Gone are the days when entrepreneurs carried folders of notarized papers to the Securities and Exchange Commission (SEC) and endured long queues at its offices. With the issuance of Memorandum Circular No. 3, Series of 2025, the SEC now requires that all new domestic stock corporations register exclusively through the SEC Zuper Easy Registration Online (ZERO) system.

While the shift is part of the government’s broader push for digitalization, it raises important questions: will this innovation truly reduce red tape, enhance transparency, and make incorporation more accessible—or will it simply transfer old inefficiencies into a digital space?

Registration in the ZERO System

At its core, MC No. 3, s. 2025 makes digital registration compulsory for all new domestic stock corporations.[1] This aligns with the Ease of Doing Business and Efficient Government Service Delivery Act of 2018 (R.A. 11032)[2] and the Electronic Commerce Act of 2000 (R.A. 8792),[3] which recognize electronic transactions and require government agencies to simplify procedures.

The ZERO system integrates several SEC portals into a unified digital framework:

1.     Electronic Simplified Processing of Application for Registration of Company (eSPARC)- an online facility, which caters to applications for registration of domestic corporations (stock and non-stock), partnerships, and foreign corporations. The system allows the applicant or his duly appointed representative to submit the proposed company name and input details of the articles of incorporation for review of the SEC.

2.     Electronic SEC Universal Registration Environment (eSECURE)- creates a digital passport of an individual which grants the user access to the different online services provided by the Commission by implementing a repeatable Electronic Know Your Customer (eKYC) to determine authenticity of identity and establish reachability of persons transacting online with the SEC.

3.       Electronic Submission Authentication Portal (eSAP)- an online service designed to digitally authenticate SEC documents by eliminating the need for affixation of wet signatures, notarization of documents, and submission of hard copies. In place of the conventional paper-based signatures, this platform utilizes One Time Passwords (OTPs) to electronically authenticate SEC required documents.

Through these platforms, incorporators can complete the entire process online, from document preparation to the issuance of the Certificate of Incorporation.

Old vs. New: A Practical Comparison

Before, entrepreneurs had to prepare hard copies of the Articles of Incorporation and By-Laws, secure physical signatures of all incorporators, undergo notarization, and make repeated visits to SEC offices for submission, correction, and approval. Even small clerical errors could cause weeks of delay. Queues were common, with applicants lining up early in the morning just to be accommodated. For those based outside Metro Manila, the need to travel compounded the cost and inconvenience.

Now, under the ZERO system, the process is entirely paperless and contactless. Incorporators authenticate documents digitally through OTPs, and certificates are issued online. Approval of the new corporation by the SEC within 24 hours is even possible with the OneSEC registration system. What once took weeks and physical presence can now be completed from anywhere in the Philippines, provided one has internet access.

This underscores the SEC’s commitment to transforming a slow, paper-heavy process into a faster, more efficient and paperless system.

Benefits of the ZERO system

The introduction of the SEC Zuper Easy Registration Online (ZERO) platform marks a shift toward a faster and more accessible system of corporate registration in the Philippines. By automating and digitizing the entire process—from name reservation to issuance of the certificate of incorporation, the ZERO system delivers clear benefits for both the business community and the SEC.

Foremost among these is efficiency. Applicants can now complete their registration without the need for physical appearance, courier services, or prolonged waiting periods. The system also promotes accessibility. Applicants from provincial areas, long disadvantaged by distance, can now register without costly travel. For foreign investors, the ability to authenticate documents online, increases the Philippines’ competitiveness in attracting investment.

Another benefit is transparency. Reduced face-to-face interaction minimizes opportunities for corruption and “fixing.” Finally, the platform strengthens legal certainty. By affirming digital authentication as legally equivalent to notarization, the SEC provides incorporators with stronger confidence in online processes.

These benefits mark a significant step toward building a more business-friendly regulatory environment.

Implementation Challenges

While the ZERO system represents a significant milestone in regulatory modernization, its implementation is not without challenges.

            One of these challenges is the digital divide. Some applicants, particularly those in remote or underserved areas, may encounter difficulties due to limited internet access or inadequate digital literacy. Concerns have also been raised regarding cybersecurity and data privacy. The centralization of sensitive corporate data raises concerns about hacking and privacy breaches.

Conclusion

SEC Memorandum Circular No. 3, Series of 2025 represents a bold leap forward in corporate governance and digital transformation. By mandating the ZERO system, the SEC eliminates much of the red tape that historically discouraged entrepreneurship and strained its own capacity.

While the system offers substantial benefits, it also introduces challenges related to digital infrastructure, cybersecurity and inclusivity. Continued collaboration among the SEC, other government agencies and the private sector is essential to refine SEC ZERO, address implementation gaps and ensure that the digitalization of corporate registration serves its intended purpose of fostering a more business‑friendly and competitive environment.

As with any reform, execution is key. To succeed, the system must remain reliable, secure, and inclusive, ensuring that even entrepreneurs in underserved regions can benefit from the digital shift. Done right, this initiative could serve as a model for other regulatory bodies in embracing technology, strengthening transparency, and fostering a more competitive business climate.

From paper to pixels, the future of corporate registration in the Philippines is here—and it is entirely online.

[1] SEC Memorandum Circular No. 3, Series of 2025.

[2] Republic Act No. 11032 (2018), Ease of Doing Business and Efficient Government Service Delivery Act.

[3] Republic Act No. 8792 (2000), Electronic Commerce Act.

Disclaimer: The views and opinions expressed in this article are those of the authors and do not necessarily reflect the views and opinions of the Firm or any of its partners. This article shall not be construed as official legal advice from the Firm. 

Atty. Allana Marie Nacino is a lawyer who obtained her Bachelor of Public Administration degree from University of the Philippines, Diliman (cum laude), and her Juris Doctor Degree from the Arellano University School of Law.  

Isabelle R. Gonzales is a paralegal who earned her Bachelor of Science in Human Ecology (magna cum laude) from the University of the Philippines Los Baños. She is currently completing her Juris Doctor degree at San Beda College Alabang School of Law, where she is in her second year.

For further inquiries, please contact counsel@dargonlawfirm.com or call (02) 8426-1837.