Constitution Filing & Beneficial Ownership Declarations Now Mandatory.
In accordance with Section 7 of the Companies Amendment Act, 2022, and updates from the Companies and Intellectual Property Authority (CIPA), all companies—both newly registered and existing—are now required to file a Company Constitution and submit Beneficial Ownership (BO) information.
At FOLIO T/A TEC-SEC, we are fully prepared to assist our secretarial clients with these essential filings. Please note that these services are offered strictly and exclusively to companies where we are appointed as the official Company Secretary.
To appoint us as your Company Secretary, press here.
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What’s Required by Companies and Intellectual Property Authority (CIPA)
1. Company Constitution
- All companies must submit a constitution, regardless of whether they were registered before or after the amendment.
- CIPA has made a constitution template available for guidance, which can be accessed via the CIPA Information Centre.
- The filing fee charged by CIPA is P500.00 for all company types.
- This filing must be done and approved at least 3 days prior to submitting Annual Returns.
2. Beneficial Ownership (BO) Declaration
- All companies must declare their beneficial owners—that is, natural persons who ultimately own or control the company.
- Even when the company is owned by another entity (e.g. a trust or another company), the natural person behind the entity must be disclosed.
- The declaration must include:
- Full personal details of each beneficial owner
- The nature of their interest in the company (e.g. ownership %, control rights)
- These requirements are aligned with the Financial Intelligence Act (FIA), ensuring full transparency of corporate ownership.
Our Exclusive Filing Services
As your appointed Company Secretary, FOLIO T/A TEC-SEC offers the following services to ensure your compliance:
Free Constitution Drafting
We understand the complexity of preparing a compliant company constitution. That’s why we provide complimentary constitution drafting services to all clients under our secretarial appointment.
Filing Fees:
- P300.00 (TEC-SEC service fee)
- P500.00 (CIPA fee)
🔹 Total: P800.00
If you already have a drafted constitution, we can still assist with the filing and BO declaration.
Beneficial Owner Filing
If we are filing your constitution, we will also handle the BO declaration at no additional charge (up to 3 owners).
If your constitution has already been filed, we can assist with BO declarations alone at:
- P150.00 per beneficial owner
Annual Returns Filing
The Annual Returns process remains unchanged, but constitution and BO information must be filed beforehand.
Fees:
- P500.00 (CIPA filing fee)
- P300.00 (TEC-SEC service fee)
🔹 Total: P800.00
Full Package Breakdown
| Service | Fee |
|---|---|
| Constitution Filing (CIPA + TEC-SEC) | P800.00 |
| Annual Returns Filing (CIPA + TEC-SEC) | P800.00 |
| Total (if we are your appointed Company Secretary) | P1,600.00 |
| Appointment as Company Secretary (once-off) | P500.00 |
| Total (if we are not your appointed Company Secretary) | P2,100.00 |
Practicing Certificate (Optional)
Prefer to handle your CIPA filings yourself? You can still obtain our Practicing Certificate to fulfill regulatory requirements:
- P1,000.00
Available for download here.
Act Now – Stay Compliant
The deadline for compliance is ongoing, and companies are urged to file as early as possible to avoid any penalties or disruptions in service.
These services are only available to companies where TEC-SEC is officially appointed as the Company Secretary. If we are not yet your appointed secretary, we can facilitate the appointment process for P500.00.
