Role of a Corporate Secretary in the Philippines

Corporations have legal personality in the same way that natural persons have rights and obligations as a functioning member of society. Once the Certificate of Incorporation is issued to a corporation, thereby signifying their existence, they are now subject and duty-bound to obey all Philippine laws, rules, and regulations, especially the ones issued by the Securities and Exchange Commission (“SEC”).

The SEC is the government agency tasked with the registration and supervision of corporations, securities, and capital market institutions and participants in the Philippines. Among others, it requires periodic reports and submissions from the corporations that it supervise.

This is where the role of a Philippine Corporate Secretary comes in. On a macro-scale, a Corporate Secretary attests to all the official transactions and actions done and committed to by the corporation through its Board of Directors. On a micro-scale, Corporate Secretaries also act like the Compliance Officer of a corporation, if the latter does not appoint a full-time Compliance Officer. Corporate Secretarial Services in the Philippines may include the following: maintaining the stock and transfer book, preparing the minutes of meetings of the Board of Directors and Shareholders, issuing Secretary’s Certificates, and attending to and giving and serving of all notices of the company with regard to meetings.

A corporate secretary in the Philippines ensures compliance with all laws, facilitates good corporate governance, and supports the board.

1. Requirements for a Corporate Secretary

A Corporate Secretary is among the Corporate Officers of a corporation who must be formally elected by the Board of Directors immediately after the latter’s election. The Corporate Secretary must be of legal age, a citizen, and a resident of the Philippines. Among the Corporate Officers, the same person may hold two or more positions concurrently, except that no one shall act as president and secretary or as president and treasurer at the same time.

Note, however, that in the case of One-Person Corporations under the Revised Corporation Code, the single stockholder may not be appointed as the Corporate Secretary. Further, in addition to the functions designated by the One-Person Corporation, the corporate secretary shall have special functions, which are as follows:

a. Be responsible for maintaining the minutes book and/or records of the corporation;

b. Notify the nominee or alternate nominee of the death or incapacity of the single stockholder, which notice shall be given no later than five days from such occurrence;

c. Notify the SEC of the death of the single stockholder within five days from such occurrence and stating in such notice he names, residence addresses, and contact details of all known legal heirs; and

d. Call the nominee or alternate nominee and the known legal heir to meeting and advise the legal heirs with regard to, among others, the election of a new director, amendment of the articles of incorporation, and other ancillary and/or consequential matters.

2. External Functions of a Corporate Secretary

Among the external functions of a Corporate Secretary are the following:

a. Certifying under oath the amendments in the Articles of Incorporation of a Company to effect the change along with its registration;

b. Certifying under oath the amendments in the By-laws of a Company to effect the change along with its registration;

c. Receiving proxy forms for corporate meetings; and

d. Receiving objections regarding watered stocks.

3. Corporate Secretarial Services

As mentioned above, Filipino Corporate Secretaries also ensure the corporation’s compliance with the relevant SEC requirements for corporations. Some corporations even outsource their Corporate Secretary functions because of the required legal and high-level administrative skills.

Further, other corporate housekeeping matters handled by a Philippine Corporate Secretary are as follows:

a. Preparing the minutes of meetings of the Board of Directors and Shareholders;

b. Preparing the notices for said meetings;

c. Keeping the corporate seal;

d. Preparing and filing the annual General Information Sheet (“GIS”) or any amendment with the SEC;

e. Documenting simple share transfers, reversions of trust, and issuance of shares; and

f. Maintaining stock and transfer books;.

The filing dates for corporate data must also be observed by the Corporate Secretary. GIS documents must be filed within 30 calendar days from the date of a stock corporation’s actual annual stockholders’ meeting, from the date of the actual annual members meeting of nonstock corporations, and from the anniversary date of foreign corporations’ SEC license issuance.

The duties of a Corporate Secretary in the Philippines may seem daunting, given that these are done periodically, and serious sanctions, fines, and penalties are imposed unto corporations who fail to comply. Making sure that all requirements have been complied with is likewise an arduous task. To ensure that these SEC compliance matter would not affect the operations of the corporation, it is essential to have a qualified and experienced Corporate Secretary in the Philippines.

*Arceo and Irasusta Law Firm is a law office in Quezon City that serves clients anywhere in the Philippines and abroad. Its lawyers have extensive experience in corporate housekeeping services and ensuring compliance with all corporate requirements. Our corporate lawyers have successfully processed numerous incorporations and are providing Corporate Secretarial Services in the Philippines. Arceo Law also offers resident agent, independent director, and monthly legal retainer services. Should you need Philippine Corporate Secretarial and Corporate Housekeeping services, you may contact us at lawfirm@arceotandoc.com to get in touch with any of our commercial lawyers.