A corporate secretary is a senior-level corporate officer who handles governance and compliance functions and is a required corporate officer under Sec 24 of the Revised Corporate Code of the Philippines.

He handles the disclosure and governance requirements required by the SEC.

He ensures that the board functions correctly and that shareholder actions are performed properly. He also is the corporate record keeper, managing the minutes books, stock and transfer book and the corporate seal.

As a corporation grows, his functions also increase due to the complexity of managing a larger and more visible organization – for publicly held companies, there are enhanced disclosure requirements that are detailed and specific.

Think of him as a personal secretary, except that while the private secretary works for only one person, the Corporate Secretary is secretary to the entire board, composed of a number of persons, but who essentially act as one body. Civil Service Commission vs. Javier (G.R. No. 173264, 22 February 2008).

TLDR: A corporate secretary is a required corporate officer who handles compliance and governance functions.

Action: Determine how many hours a month you will need of corporate secretarial work to determine the level of expertise needed, as well as whether you need to outsource this or you have enough volume to hire a dedicated corporate secretary. Contact admin@lawyerphilippines.org for fractional corporate secretary work.

The Section 24 of the Revised Corporation Code of the Philippines establishes the need for the corporate secretary role while provisions such as Section 48 and Section 73 (among many others) detail some of his responsibilities. Below are some of the most important legal bases:

• Section 24, Revised Corporation Code (RCCP): States that a corporate secretary is required to be both a citizen and a resident of the Philippines and is a mandatory position, in addition to a president and a treasurer.
• Section 48 RCCP: The corporate secretary generally sends the notices of the meetings to stockholders or members. This is to ensure that everyone is properly notified.
• Section 73 RCCP: The corporate secretary keeps the minutes of the meeting to ensure that agreements and decisions are properly recorded – this helps avoid allegations that something was decided when it was not.
• Section 74 RCCP: Stock & Transfer Book contains records of shares of stock so that ownership is clear.

As you can see, the RCCP is the main legal basis for the corporate secretary role in the Philippines but there are also supplemental memorandums from the SEC that fill out the requirements, from things as simple as SEC MC 28-2020 regarding the Email and Cellphone Requirement to more complicated additional elaborations.

TLDR: The corporate secretary role and its supporting duties are firmly established in the Revised Corporation Code of the Philippines with SEC Memorandums elaborating on that.

Action: The corporate secretary role is a must-have position, and one that requires a detailed, organized approach. Ensure that you have a short list of people you can trust who can handle the responsibility.

A corporate secretary’s mandatory requirements are that: (1) he must be a Filipino citizen, (2) he must live in the Philippines and (3) he must not be president and secretary at the same time (Sec 25 of the RCC); and while it is helpful if he is a lawyer, it is not mandatory.

In brief, he must:

• Be a natural person of legal age
• Be a resident of the Philippines
• Be a citizen of the Philippines
• He cannot be the president and secretary at the same time (Sec. 25 of the Corporation Code)
• Cannot be disqualified by the SEC/BSP/etc, cannot have crimes of moral turpitude, cannot have administrative sanctions, and must comply with industry specific requirements (RCC Sec. 26 and SEC MC 4-2022)

While not mandatory, it is important to note that:

• He doesn’t have to be lawyer but he should know corporate law
• He also should be up to date with SEC requirements and issuances
• It is helpful for a corporate secretary to be a lawyer.

Corporate services are frequently outsourced, but even if that occurs, the citizenship and residency requirements are mandatory – these cannot be waived. Foreign nationals acting as corporate secretaries create compliance exposure and should be avoided at all costs.

Also, while it is not mandatory that a corporate secretary be a lawyer, it is often highly recommended because corporate law can be complex and a corporate secretary’s duties are detailed and deep.

For simple corporations, a lay person with strong corporate knowledge can suffice but detailed care has to be given to things such as determining quorum. Quorum depends upon the RCC, the AOI and the Bylaws as well as the nature of the action. All too often, quorum is incorrectly calculated, and then board resolutions can be void or voidable – this is a frequent cause of litigation and carries real risk.

For public corporations, a lawyer is necessary since the disclosure requirements for the PSE and the SEC become very detailed and an exceedingly firm grasp of the rules and the requirements are very needed. And, of course, the other tasks often require legal knowledge.

So, while a corporate secretary does not have to be a lawyer, it is highly suggested because the real world risks of a mistake are very heavy.

TLDR: A corporate secretary must be a Filipino citizen, live in the Philippines, and he should be not also be the president. Other qualifications are strongly recommended but nothing aside these 3 are mandatory.

Action: Carefully check your corporate secretary’s qualifications and ensure that they comply with citizenship and residency requirements – without these requirements, corporate actions can be void.

The role of a corporate secretary is essential in ensuring a corporation complies with legal standards and upholds effective governance; often this includes such things as ensuring that notice of board and stockholders meetings are sent and that the meeting minutes are duly recorded, that SEC rules are followed, and that reporting duties are meet.

Below, I’ve listed some of the expected duties of a corporate secretary for stock corporations and noted some requirements for publicly listed companies, as it is important to note that the corporate secretary job description is slightly different depending on whether the entity is private, public, stock or non-stock.

The responsibilities depend on a large part on the size of the company compliance officer duties might be added in smaller corporations. Note also that for foreign entities, the role is somewhat fulfilled by the Representative Agent.

1. Board meetings:

• Schedule board meetings and prepare detailed agendas.
• Distribute pertinent documents to board members prior to meetings.
• Accurately record minutes and key discussions during meetings.
• Proxies

2. Shareholder meetings

• Organize annual meetings for shareholders and ensure compliance with all regulations.
• Maintain thorough records of shareholder information and oversee stock certificate management.

3. Regulatory Compliance

• Ensure all necessary reports such as the General Information Sheet and the Audited Financial Statements are filed on time with the Securities and Exchange Commission (SEC).
• For public companies, PSE disclosures are also needed and would include such things as the regular reporting of quarterly and annual reports, public ownership report, top 100 shareholders report and the like
• Stay updated on changes in laws impacting corporate governance.

4. Documentation Management

• Oversee the management of all corporate documents such as the Stock and transfer books, Minutes of the Board Meetings, Minutes of the Shareholder’s Meeting, Secretary’s Certificates, Corporate Seal etc.
• Prepare documentation required for any amendments or structural changes within the corporation.

5. Advisory Role

• Act as a liaison between the board of directors, shareholders, and regulatory bodies.
• Provide guidance to directors on their legal obligations and best practices in governance.

These are the main duties of a corporate secretary but of course these are affected by the type of entity and its size, as well as the By-laws. These main duties must be correctly fulfilled since without correct compliance, corporate acts can be void.

TLDR: A corporate secretary manages compliance and reporting and ensures that corporate actions comply with the process set down by regulatory agencies such as the SEC and PSE; the role changes slightly depending on whether the entity is public, private, stock or non-stock. Failures in compliance can lead to penalties or suspension.

Action: Find a corporate secretary who has expertise in the type of corporate secretary work needed – you may need a specific set of expertise depending on your entity type.

There are several documents that are needed when appointing a corporate secretary in the Philippines, among them being identity documents, board resolutions, sworn declarations and an acceptance of appointment letter.

• Identity documents of the Candidate: A government ID with address and proof of Philippine citizenship (passports are best) should be on hand. These address the residency and citizenship requirements.
• Board Resolution: A board resolution is needed to appoint the corporate secretary and should be properly recorded in the minutes, ensuring that there is quorum and that the candidate is eligible and not otherwise disqualified.
• Acceptance of Appointment: While this is not legally required, it is often very helpful to have a new corporate secretary sign a notarized Acceptance of Appointment acknowledging that they accept the duties of a corporate secretary and that they will abide by the law and by-laws. This is the best practice in most corporations.
• Sworn Declaration of Qualifications: This is also recommended especially when the company is publicly listed or there are foreign shareholders since it supports good governance as the corporate secretary is a key position that certifies corporate actions.
• Other documents that provide further proof of the governance of a company is also recommended as they are helpful when dealing with institutions such as banks and reassuring investors that all is well.

TLDR: The actual legal documentary requirements appointing a corporate secretary is really the board resolution and its submission to the SEC. However, Philippine best practice is to require additional documents, to prove governance and to reduce friction with other institutions.

Action: While the board resolution is all that is really required, it is best to add other documents attesting to the eligibility, acceptance and qualifications of the corporate secretary as these are often required by counterparties who want to validate signatory authority.

In broad strokes, appointing a corporate secretary requires appointment by the board, filing at the SEC and then recording the appointment in internal documents. The appointment follows a defined legal corporate governance path that begins at incorporation and continues through the corporation’s life, ensuring that the corporation validly transacts and executes shareholder and board actions.

Corporate Secretary Philippines: Step-by-Step Process

Step 1: Election of Directors and Organizational Meeting
Immediately after incorporation or the annual election of directors, the board must formally organize and elect corporate officers, including the corporate secretary.

Step 2: Appointment of the Corporate Secretary
The board elects and appoints a corporate secretary who must be a Filipino citizen and resident, and who must not simultaneously serve as president. This person must also not be disqualified under RCC Sec. 26 and SEC MC 4-2022.

Step 3: Issuance of Board Resolution
A formal board resolution appointing the corporate secretary is written and recorded in the minutes, and often best practice includes an Acceptance of Appointment and a Sworn Declaration notarized and signed by the new corporate secretary.

Step 4: Updating Corporate Records
The corporate secretary’s name is reflected in the General Information Sheet (GIS) as it is a requirement that the GIS is certified and sworn to by the corporate secretary. In addition, corporate records, minutes books, and stock and transfer book should all reflect the new appointment.

Step 5: SEC Filing via OST
The GIS and other required reports identifying the corporate secretary are filed through the SEC Online Submission Tool (OST). See here for the list of reportorial requirements and corresponding forms.

Step 6: Assumption of Governance Functions
Upon appointment, the corporate secretary begins governance functions such as issuing meeting notices, preparing agendas, recording minutes, and certifying board actions.

Step 7: Ongoing Monitoring of SEC and Governance Issuances
The corporate secretary tracks new SEC Memorandum Circulars, governance rules, and disclosure requirements and ensures compliance.

Step 8: Replacement or Change (if applicable)
If the corporate secretary resigns or is replaced, a new board resolution is issued and the change is reported to the SEC through an updated GIS, once again following the above process.

A corporate secretary post must always be filled. If a corporate secretary is not available, it is possible that bank transactions, SEC approvals and corporate amendments are delayed or denied and so the immediate replacement of a corporate secretary who is unable is an immediate concern.

TLDR: Appointment of a corporate secretary requires a board resolution, filing that resolution at the SEC, and then ensuring that internal documents reflect that change.

Action: Ensure that the exact process is followed in the appointment of a corporate secretary is valid; since defective appointments can mean that SEC filings are rejected or that the corporation is called delinquent or non-compliant.

There are several documents that must reference the corporate secretary such as the Minutes Books, the Stock and Transfer Books, the Secretary’s Certificates, and the GIS and By-Laws among others. These are part of the responsibilities of the corporate secretary and it’s important that the documents are properly maintained as they form a record trail of actions taken by the Board and shareholders.

• General Information Sheet and By Laws must be certified and sworn to by the corporate secretary as a requirement; an updated GIS should be submitted when a new corporate secretary is appointed.
• Minutes Books for Board and Shareholder Meetings to properly record the decisions undertaken by these groups. These must be prepared and signed by the corporate secretary.
• Stock and Transfer Book (STB) is the record of ownership of company, and notes all the issuances, transfers and cancellations and is a core record that must be properly maintained.
• Secretary’s certificates are required for bank transactions and regulators and are signed by a corporate secretary without which the transaction is paralyzed.

TLDR: A corporate secretary is referenced for all documents that record ownership, board and shareholder actions which are necessary documents to enable transactions to proceed without friction.

Action: Ensure that all internal and external documents reference the current active corporate secretary to ensure cohesiveness and defensibility when an action must be defended in court.

Publicly listed corporations add to the duties of a for corporate secretary because while a corporate secretary is not the primary contact point for the PSE, the PSE requires most actions are certified by a corporate secretary, since assurance is needed that the meetings were validly called and that quorum was attained (quorum is  frequently litigated area, and a lot of emphasis is on it).

Examples of these transactions are:

• Stock related transactions such as a cash dividends, changes in capital stock, creation of new classes of shares – all of these must be called done in a validly called meeting, with the accompanying board resolutions and certifications.
• Major transactions such as mergers and acquisitions, sales of assets that require shareholder approval must likewise be certified.
• Regular reports are also co-signed by the corporate secretary such as SEC 1701Q, SEC 1701A, Public Ownership Report (POR), Top 100 Shareholders Report, and Annual Corporate Governance Report (ACGR)
• Capital Markets actions such as SRO (Stock Rights Offering), FO (Follow-on Offering), Listing by Way of Introduction, Private placements

TLDR: There is a lot more demanded of a publicly listed company – and since the Corporate Secretary certifies the validity of actions, he is often involved in supporting the Investment Relations Officer and the Compliance Officer through providing documents such as Secretaries Certificates.

Action: Create a calendar of reoccurring events requiring the corporate secretary’s support to ensure that compliance with the PSE’s requirements are attained.

Let’s talk a little bit first about the Board and the Corporate Secretary’s job in relation to them.

A corporate secretary closely supports the board and implements its decisions.

So, he:

• Advises the directors on their responsibilities
• Prepares the annual schedule of board meetings and agendas of meetings
• Distributes relevant information prior to Board meetings
• Drafts the documents for approval or for information prior to date of meeting
• Keeps the minutes of meetings of committees
• Furnishes meeting minutes to Board members
• Serves notice of Board and shareholder meetings
• Schedules other Board activities
• Keeps the corporation seal and affix it to any instrument requiring it

The corporate secretary is crucial in managing the board, as you can see.

The mechanics in the Revised Corporate Code of the Philippines leave the mechanics of calling the meetings and certification to the By-laws specifying who calls the meeting, who sends the notice, how that notice is sent, how quorum is calculated, where and how often the meetings are called.

The RCC is broad by default, leading to heavy procedural practices in the current Philippine landscape, with the corporate secretary in charge of presenting proof of service, documenting the authority to call a notice, certifying quorum, etc. – essentially, he ensures that the proper process was followed and he ensures that he keeps proof that the proper process was followed.

TLDR: The corporate secretary must strictly follow the by-laws and provide proof of doing so to be able to present accurate records should litigation occur. Improperly called meetings, lack of quorum and proxies are amongst the most litigated areas involving corporate secretaries.
Action: Provide a documentary checklist for every meeting so that the proper documents and supporting proof are kept and submitted to a centralized record keeping system.

A corporate secretary provides information before a board meeting, manages the agenda during the meeting, and ensures that board resolutions are distributed after the meeting.

His job starts well before the meeting itself.

He’s got to set the schedule, the agenda, and send relevant information and documents to all parties.

Then, when he is at the meeting, he:

• Takes down minutes of the meeting
• Does a roll call to note the attendance of the Board of Directors/Trustees
• Determines quorum after attendance
• Reads the previous meeting minutes, if requested.
• Records proceedings and votes, although in some instances, a corporate secretary has no voting rights

After the meeting, he’ll send the final meeting minutes to the board, after ensuring that they are accurate and signed (unsigned minutes are not as enforceable).

He’ll also keep records of any board documents or memorandums.

TLDR: Minutes of the meeting must be approved and signed so that board actions are certified to reduce litigation risk.

Action: Ensure that Board meeting minutes are approved and signed by the current Corporate Secretary.

A corporate secretary also does a lot of work in relation to the corporation’s shareholders.

As a stockholder, the information that comes to you is managed by the company’s corporate secretary.

Because public corporations issue shares of stock, the corporate secretary’s duties relating maintaining stock records are pivotal.

The corporate secretary has responsibilities relating to:

• Maintenance of the shareholder records
• Issuance of stock certificates
• Disclosures to the Stock Exchange
• Management of shareholder’s meetings
• Management of Board logistics and changes to its composition
• Engagement on corporate governance issues with investors.

So many shareholder disputes arise from improper record keeping.

When shareholder meetings are called, documentary requirements must be fulfilled correctly and proof of having done so must also be stored for easy easily access to resolve disputes. Resolving disputes often requires organized and careful handling of documents – even years later, it is imperative that they are easy to access.

TLDR: A Corporate Secretary must be meticulous in regarding shareholder meetings, since lapses in record keeping often lead to litigation and disputes.

Action: Ensure that several copies and backup files for documents regarding shareholder meetings are always kept and easily referenced in both physical and softcopy forms, to ensure that nothing is lost.

Some of the work a corporate secretary does in a Shareholder’s meeting is similar to what he does in a board meeting

He prepares the agenda, information/documents, and he notifies the stockholders of the upcoming meeting.

He keeps meeting minutes, notes and files them.

In addition, he also:

• Assists in the approval of the annual plan and furnishes copies to the stockholders.
• Assists in the approval of other policies beneficial to the corporation.
• Ensures that there is quorum and counts the votes during stockholder’s meetings
• Issues share certificates to members
• Receives and validates proxies and counts or rejects proxy votes.

It’s detailed work.

As an example – a proxy is a frequently litigated area as it allows one shareholder to vote on behalf of another. A proxy must be written, signed, dated and in compliance with  by-laws and the owner should be in possession of the shares. But what if the stock transfer book has not been properly updated? What happens if the signatory was invalid? When there are thousands of shareholders, proxy issues can easily arise and tracking stocks can be incredibly confusing – leading to meeting results being challenged or invalidated.

Additionally, notice defects are very common. Notice of meetings have to be properly done, timely, sent to the correct people, and must have the required information. Notice of meetings must also be properly served and that service must be kept. If the company is small and shareholders are few, then it’s relatively simple to track – but when a company has thousands of shareholders, this can become a daunting task.

TLDR: Every single aspect of a shareholder’s meeting and its results must strictly follow procedure and proof of that must be kept, since each item can be litigated.

Action: Record keeping is critical – treat it as such by ensuring that you have the correct storage systems for critical documents.

A competent corporate secretary is needed when there is a period of change or scrutiny such as during changes in corporate officers, audits by regulators or 3^rd parties, or when large transactions such as merger occur.

When such transactions happen, complete adherence to compliances are necessary.

• Mergers and Acquisitions: These are scrutinized, especially for large mergers and there are multiple approvals, and a strict sequence of events that must be followed.
• Changes in officers, board members, or ownership: Changes in officers require updating of corporate documents such as the GIS. Clean resolutions and certificates are necessary.
• Audits: When inconsistencies in document occur, then red flags are raised. ALL documents must reflect the same facts, as otherwise the company can be questioned and deals can collapse.
• Intra-corporate disputes: Disputes among owners are extremely damaging and corporate secretary documents are often referred to as a source of truth (remember that minutes are prima facie evidence). Incorrect minutes or improperly called meetings can be challenged.

TLDR: Changes and scrutiny always require more attention from a corporate secretary, especially if these involve changes in ownership and officers.

Action: Ensure that periods of transition are well-watched, and that there is enough support for your corporate secretary to do his job, as it requires coordination with other officers.

Yes, corporate secretary work can be outsourced in the Philippines, and it is particularly useful for smaller companies, who may only need a part-time corporate secretary.

Corporate secretary functions are often outsourced to law firms due to the heavy compliance requirements and the need for familiarity with the law. Regardless of whether it is outsourced or not however, a corporate secretary must still comply with the requirement to be a citizen and resident of the Philippines.

• Requirements must still be met: Outsourcing does not mean that requirements are waived.
• Outsourced secretaries don’t mean that responsibility is outsourced – the corporation still remains responsible even if the corporate secretarial function is external.
• Fractional corporate secretaries are often the best fit for companies who don’t actually need a full-time corporate secretary – this way compliance and governance is done.

TLDR: Outsourcing corporate secretaries is frequently done for corporations who may not need a full-time corporate secretary, since it addresses compliance and governance at a fraction of the cost.

Action: Compile a list of all of the tasks you need your corporate secretary to do – for some companies, that might only be filing the most basic reports at the SEC – and then you can determine if the position that you need to fill is full time or part time.