The corporate treasurer stands as a mandatory officer under the Revised Corporation Code of the Philippines (Republic Act No. 11232), responsible for safeguarding corporate funds, certifying capital subscriptions, and ensuring financial compliance with SEC and BIR regulations. From incorporation—where the treasurer receives subscriptions and issues the Treasurer’s Affidavit—through ongoing operations involving capital changes and tax filings, this role demands Philippine residency, fiduciary diligence, and separation from the presidency to maintain internal controls.
Foreign-owned corporations particularly benefit from professional corporate treasurer services to meet residency requirements while preserving global finance structures, making this position critical for compliance and governance.
Legal Framework for the Corporate Treasurer
The Revised Corporation Code establishes the corporate treasurer as one of four mandatory corporate officers alongside the president, corporate secretary, and compliance officer (for public interest corporations).
Section 24 of RA 11232 explicitly mandates that immediately after director elections, the board must elect a president (who must be a director), treasurer, secretary, and such other officers as the by-laws provide. The treasurer’s role receives specific statutory recognition in Sections 14 (incorporation), 37 (capital increases), and 80 (financial statement certifications), positioning it as the financial steward ensuring capital integrity and reporting accuracy.
Specialized corporations—banks under Bangko Sentral ng Pilipinas (BSP) rules, insurance companies regulated by the Insurance Commission, and lending firms—impose additional treasury obligations atop RCC requirements, such as liquidity ratios, reserve fund management, and anti-money laundering compliance. The treasurer’s election by the board (majority vote) and reporting via General Information Sheet (GIS) within 30 days formalizes the appointment, with the SEC maintaining oversight through annual compliance verification.
Election Process and Tenure of Corporate Treasurers
The corporate treasurer election follows the corporation’s annual governance cycle with provisions for interim appointments.
Post-annual stockholder meeting, stockholders elect the board; the organized board then elects officers, including the treasurer, during its organizational meeting. The corporation reports results to SEC via GIS within 30 days, detailing names, nationalities, shareholdings, and addresses. Failure to hold annual elections requires the SEC notification within 30 days explaining reasons and scheduling a new election within 60 days—the SEC may order elections if neglected.
Vacancies from death, resignation, or removal trigger immediate board election of replacements, reported via GIS amendments. Treasurers serve at board pleasure (typically one-year terms renewable), with by-laws potentially specifying longer terms or removal procedures. One Person Corporations (OPCs) permit the single stockholder to serve as treasurer with surety bond coverage based on authorized capital stock.
Essential Qualifications and Disqualifications
The Revised Corporation Code imposes specific qualifications ensuring local accountability for the corporate treasurer.
- Residency mandate: Must be a Philippine resident—habitual residence for at least six months preceding election, ensuring physical presence for regulatory accountability. Foreigners qualify with valid long-stay visas (9(g) employment, Special Non-Immigrant) without a citizenship requirement.
- Role separation: Cannot concurrently serve as president (RCC Section 24), preventing concentration of fund authorization and custody in one person.
- Natural person requirement: Must be an individual; corporations cannot serve as treasurer.
- Disqualifications: Applies general director disqualifications (RCC Section 26)—convictions for crimes involving moral turpitude, imprisonment exceeding six years, SEC bans, or fiduciary breaches within five years preceding election.
- Practical credentials: Although not statutorily required, SEC best practices favor Certified Public Accountants (CPAs), finance professionals, or those with corporate treasury experience for roles involving financial certifications.
These standards protect stakeholders by guaranteeing locally accountable financial oversight with internal checks.
Core Duties During Corporate Incorporation
The corporate treasurer assumes critical responsibilities from incorporation, certifying capital readiness for SEC approval.
RCC Section 14 requires the treasurer to receive subscriptions, contributions, or donations in the corporation’s name and certify in the Treasurer’s Affidavit that at least the subscribed minimum capital has been received in cash or property equivalent. This affidavit—signed under oath—verifies 25% minimum paid-up capital for domestic corporations (higher for foreign-owned), enabling SEC Certificate of Incorporation issuance.
The treasurer maintains subscription ledgers, issues receipts, deposits funds in corporate accounts, and coordinates with external auditors for incorporation financial confirmations. For One Person Corporations, the treasurer/stockholder posts a surety bond equivalent to authorized capital to cover potential liabilities. These duties establish a financial foundation and fiduciary accountability from day one.
Ongoing Statutory Duties Under the Revised Corporation Code
The corporate treasurer fulfills continuing responsibilities managing capital, certifications, and financial integrity.
- Capital transaction certifications: Certify increases (RCC Section 37)—at least 25% subscription of increase and 25% thereof paid in cash/property—and decreases (Section 80) under oath, protecting creditors and minority shareholders.
- Financial statement certifications: For corporations with assets/liabilities below PHP 600,000 (or DOF-adjusted thresholds), certify balance sheets/income statements under oath, supplementing or replacing auditor attestations.
- Tax return signing: Sign annual income tax returns (BIR Form 1702), attesting to the completeness and fairness of financial information.
- Fund custodianship: Safeguard corporate funds, securities, manage receipts/disbursements, banking relationships, and liquidity.
- Budget and risk management: Monitor departmental spending against budgets, manage financial risks, and coordinate audits.
These duties position the treasurer as the corporation’s financial guardian, ensuring regulatory compliance and stakeholder protection.
Governance and Internal Control Responsibilities
The corporate treasurer integrates financial oversight with corporate governance and internal controls.
Role separation from the president prevents unauthorized handling of funds; an ideal separation from the corporate secretary further strengthens checks. The treasurer designs policies governing approvals, signatory thresholds, idle cash investments, foreign exchange hedging, and liquidity planning.
The treasurer oversees cash management, debt servicing, investment portfolios, and working capital optimization while collaborating with finance/accounting on reporting. For growing firms, establishing treasury management systems (TMS) or ERP modules centralizes functions. Professional services assist in policy design aligned with the SEC Code of Corporate Governance and ISO 31000 risk standards.
Capital Changes and Treasurer Certifications
Corporate treasurers hold explicit statutory roles in capital structure modifications.
For increases, the treasurer certifies subscription (25% of the increase) and payment (25% thereof) via affidavit submitted with the SEC application, detailing cash/property values and bank confirmations. Decreases require similar oath certification of financial impacts on creditors. These documents carry legal accountability—false certifications expose treasurers to civil/criminal liability under RCC Section 143.
Tax, Regulatory, and Reporting Interactions
The corporate treasurer drives compliance across multiple tax authorities and regulatory bodies through critical document execution and coordination responsibilities.
- BIR annual tax return signing: Execute Form 1702 annual income tax returns, personally attesting to the completeness, accuracy, and fair presentation of financial information submitted to the Bureau of Internal Revenue.
- Financial statement certifications: For corporations with assets/liabilities below the PHP 600,000 threshold, certify balance sheets and income statements under oath, serving as primary financial attestation where external audits aren’t required.
- AFS and GIS coordination: Oversee preparation of Audited Financial Statements (120-day SEC deadline post-fiscal year-end) and General Information Sheet filings (30 days post-annual meeting), ensuring timely SEC submission.
- AMLA compliance: Monitor and report suspicious transactions per Anti-Money Laundering Council requirements, maintaining customer due diligence and transaction records for financial institutions.
- BIR registration updates: File Form 1905 for registration changes, business closures, or fiscal year adjustments, coordinating with RDO/LTAD officers for approval.
Practical Qualifications and Best Practices
Beyond statutory residency requirements, effective corporate treasurers possess specialized skills ensuring financial stewardship and regulatory mastery.
- Professional credentials: Certified Public Accountant (CPA) licensure preferred for financial certifications; MBA/CFA/MBA-Finance beneficial for strategic treasury roles.
- Regulatory expertise: Deep knowledge of SEC (RCC compliance), BIR (tax forms, deadlines), BSP (financial institutions), and AMLA requirements.
- Technical skills: Proficiency in ERP treasury modules, cash management systems, foreign exchange hedging, and liquidity forecasting tools.
- Fiduciary judgment: Demonstrated integrity, prudence in investment decisions, and ability to balance liquidity needs with yield optimization.
- Communication skills: Effectively interface with board directors, external auditors, bankers, regulators, and tax authorities.
Corporate Treasurer for Foreign-Owned Corporations
Foreign corporations require a corporate treasurer to reside in the country, often using professional services.
Foreign-owned entities appoint resident Filipinos or visa-holding foreigners as treasurers for SEC/BIR compliance. Professionals provide interim/long-term services, handling affidavits, filings, and integrations with outsourced accounting.
Final Thoughts
The corporate treasurer safeguards funds, certifies capital/tax documents, and ensures financial compliance under RCC.
Residency, role separation, and fiduciary duties demand qualified appointments. Professional corporate treasurer services enable foreign firms to meet requirements seamlessly.
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