2 September 2026 · 6 min · Ryan Salvador
The word you cannot use
Naming a Philippine venture firm runs into a rule most founders meet only after they have printed the cards. A short account of what SEC MC 13 reserves, and why it changed our name.
We had a shortlist and a favourite. The favourite had Capital in it, the way most of them do. That word survived about four hours of actual reading.
SEC Memorandum Circular 13, series of 2019 governs corporate names in the Philippines. Buried in §11(a) is a list of words that cannot be used unless the company is licensed for the thing the word describes. Capital is on it. So is Investment, and Investments. Also reserved, further down: Fund Management, Asset Management, Investment House, Finance Company, Trust.
The licence those words point to is an investment house or an investment company. An investment company under RA 2629 carries a minimum subscribed and paid-up capital requirement of ₱50,000,000.
So the name was not merely unavailable. It was unavailable in a way that costs fifty million pesos to cure.
The failure mode is quiet
Nobody catches this at the moment you want to be caught. You do not get an email. The name verification step at incorporation rejects it, or — worse — something gets approved that later has to be unwound, after the domain, the cards, the signature block and eighteen months of people learning to say it.
The rejection is the good outcome. It is early, it is cheap, and it is unambiguous.
What is actually free
Ventures appears nowhere in MC 13. It is unrestricted and needs no endorsement from anyone. So do Holdings and Partners.
That is a strange piece of information to sit with. Three words that describe roughly the same activity to a normal reader are, to the register, completely different objects: one of them implies a licensed regime with a capital floor, and the others imply nothing at all. The regulator is not describing what you do. It is describing what you have told it you are.
A second rule, pointing the other way
MC 13 §2 says that a term describing the business of a corporation in its name should refer to its primary purpose. Which means the name and the purpose clause in the articles have to agree.
Read together, the two rules close a loop. You cannot call yourself Capital without the licence. And having called yourself Ventures, your primary purpose now has to read as investment and holding — not as something adjacent you picked because it sounded safer. A mismatch draws examiner queries and a revision cycle, which is a slower and more expensive way to learn the same lesson.
The part worth generalising
There is a category of constraint that is cheap to discover and expensive to meet, and naming is full of them. Corporate-name registers, trademark classes, domain availability, and how the word sounds out loud in the language your customers actually speak — four separate systems, any one of which can invalidate a choice the other three approved.
We had the name, checked the domain, and were nearly ready to move on. The statute was the fourth check, and it was the one that mattered.
The recommendation is dull and I will make it anyway: read the naming circular before you fall in love. It is short. It costs an afternoon. The alternative is finding out from a rejection notice, and that afternoon arrives much later, attached to a bill.
Not legal advice. MC 13 s.2019 is public and worth reading in full; anything you intend to rely on should be checked against the Official Gazette and with Philippine counsel.