Upon issuing a Certificate of Incorporation, corporations in the Philippines assume a significant array of legal responsibilities comparable to those of natural persons within society. Complying with Philippine laws, regulations, and directives from the Securities and Exchange Commission (SEC) becomes imperative for these entities.
As the authoritative body overseeing the registration and supervision of corporations, securities, and capital market participants, the SEC mandates periodic reporting and submissions from supervised corporations.
Central to this compliance is the indispensable role of the Philippine Corporate Secretary. At a macro level, the Corporate Secretary validates the corporation’s official transactions and commitments through its Board of Directors. On a micro level, Corporate Secretaries also assume responsibilities akin to a Compliance Officer when the latter role remains unassigned. The services provided by Corporate Secretaries encompass maintaining stock and transfer books, preparing meeting minutes for both the Board of Directors and Shareholders, issuing Secretary’s Certificates, and handling all company meeting-related notices.
These professionals ensure adherence to laws, promote good corporate governance, and support the board.
Requirements for a Corporate Secretary
A Corporate Secretary, counted among a corporation’s officers, must be formally elected by the Board of Directors immediately following their election. The individual in this role must be of legal age, a Filipino citizen, and a resident of the Philippines. While one person can concurrently hold multiple positions within corporate offices, the positions of president and secretary or president and treasurer cannot be held simultaneously by one individual.
In One-Person Corporations, per the Revised Corporation Code, the single stockholder cannot serve as the Corporate Secretary. Additionally, this specialized role in such corporations includes specific functions:
- Maintaining the minute’s book or records
- Notifying nominees or alternate nominees in case of a single stockholder’s death or incapacity
- Reporting the single stockholder’s demise to the SEC and providing the names, residence addresses, and contact details of legal heirs within five days
- Facilitating meetings with the nominee, alternate nominee, and known legal heirs, advising them on pertinent matters like director elections and amendments to articles of incorporation.
External Functions of a Corporate Secretary
External functions encompass various responsibilities:
- Certifying amendments in a company’s Articles of Incorporation or By-laws under oath for registration
- Receiving proxy forms for corporate meetings
- Handling objections related to watered stocks.
Other key responsibilities include:
- Preparation of meeting minutes and notices for the Board of Directors and Shareholders
- Custody of the corporate seal
- Filing the annual General Information Sheet (GIS) or amendments with the SEC
- Documenting share transfers, trust reversions, and share issuances
- Maintenance of stock and transfer books.
Corporate Secretarial Services
Filipino Corporate Secretaries ensure compliance with SEC requirements, and some corporations opt to outsource these functions due to the requisite legal and administrative expertise.
Meeting filing deadlines is crucial; the GIS must be filed within 30 calendar days from the actual annual stockholders’ or members’ meetings for stock or nonstock corporations, respectively, and foreign corporations must adhere to their SEC license issuance anniversary.
The duties of a Corporate Secretary in the Philippines are intricate and ongoing, with severe repercussions for non-compliance. To safeguard against operational disruption, a qualified and experienced Corporate Secretary is indispensable.
Triple i Consulting provides a comprehensive suite of business services in the Philippines, including:
- Providing a nominee director
- Providing a corporate treasurer
- Business registration
- Corporate housekeeping
- Annual filings with the SEC, BIR, and Local Government
If you would like our assistance with Corporate Secretary representation, please book an initial consultation with one of our business experts through any of the following channels below: