Corporate Books and Records Every Philippine Corporation Must Keep

Executive Summary

A corporation is expected to maintain more than its SEC Certificate of Incorporation.

Under the Revised Corporation Code of the Philippines, corporations must keep and carefully preserve important corporate information and records at their principal office.

These include incorporation documents, ownership information, directors and officers, business transactions, resolutions, SEC filings, and minutes of meetings.

For stock corporations, the law also specifically requires a Stock and Transfer Book containing information about shares, stockholders, payments on subscriptions, and transfers of shares.

Good recordkeeping is not only about SEC compliance. Proper corporate books help establish who owns the company, who is authorized to act for it, what decisions were approved, and whether major corporate transactions were properly documented.

Why Corporate Books and Records Matter

A corporation is a legal entity separate from its shareholders, directors, and officers.

Because of that separation, important corporate actions should be supported by proper records.

If a company opens a bank account, enters into a major contract, declares dividends, elects officers, issues shares, changes signatories, or approves a significant transaction, there should generally be documentation showing how the corporation validly approved the action.

Corporate records also become important during due diligence, SEC compliance reviews, shareholder disputes, investments, financing transactions, audits, and changes in ownership.

1. Articles of Incorporation and By-Laws

Every corporation should maintain copies of its Articles of Incorporation, By-Laws if adopted, and all approved amendments.

Section 73 of the Revised Corporation Code specifically includes the articles, bylaws, and amendments among the records corporations must preserve.

These documents establish basic information about the corporation, including its corporate name, primary purpose, principal office, capital structure, and governance rules.

Do not rely only on an old printed copy. Make sure the company’s file contains the latest SEC-approved version.

2. Minutes of Board Meetings

The corporation should maintain proper minutes of meetings of the Board of Directors or Board of Trustees.

Minutes are the formal record of what happened during the meeting.

The Revised Corporation Code requires minutes to include important details such as the time and place of the meeting, how it was authorized, notice given, agenda, whether the meeting was regular or special, attendance, and actions taken.

Board minutes may document decisions involving contracts, bank accounts, loans, investments, officer appointments, property transactions, and other significant corporate matters.

A corporation should not wait until a dispute arises before preparing its minutes.

3. Minutes of Stockholders’ or Members’ Meetings

Corporations must also preserve minutes of meetings of their stockholders or members.

These records may document elections of directors, approval of major corporate actions, amendments, ratification of transactions, and other matters requiring stockholder or member approval.

The minutes should accurately reflect what actually occurred.

They should not simply be created later to justify an action that was never properly approved.

4. Board and Stockholder Resolutions

Not every corporate approval requires lengthy minutes.

Businesses also commonly maintain certified copies of board resolutions and stockholder resolutions approving specific actions.

Section 73 requires corporations to maintain a record of resolutions of the board and of the stockholders or members.

Examples include resolutions authorizing bank signatories, entering into financing arrangements, acquiring property, appointing officers, or authorizing representatives.

Resolutions should be organized so the company can quickly identify who approved a particular transaction and when.

5. Stock and Transfer Book for Stock Corporations

For stock corporations, the Stock and Transfer Book or STB is one of the most important corporate records.

The Revised Corporation Code requires the STB to contain a record of stocks in the names of stockholders, subscription payments, and every sale, transfer, or other alienation of shares, including the date and parties involved.

The STB is important because share ownership should not be determined only by informal agreements or spreadsheets.

When shares are issued or transferred, the corporate records should be properly updated.

The STB must generally be kept at the corporation’s principal office or at the office of its authorized stock transfer agent.

6. Ownership and Beneficial Ownership Records

Corporations should maintain current information showing who legally and ultimately owns or controls the company.

Section 73 specifically requires preservation of the corporation’s current ownership structure and voting rights, including stockholder or member lists, group structures, ownership data, and beneficial ownership information.

Beneficial ownership has become increasingly important in SEC compliance.

In 2026, the SEC uses HARBOR, or the Hierarchical and Applicable Relations and Beneficial Ownership Registry, to collect and maintain beneficial ownership information.

The SEC currently requires covered corporations to file their Beneficial Ownership Declaration through HARBOR, generally on a timetable similar to the GIS.

Corporate records should therefore be updated whenever ownership or control changes.

7. List of Directors, Trustees, and Corporate Officers

The corporation should keep an updated record of the names and addresses of its directors or trustees and executive officers. This is expressly required under Section 73.

The internal corporate records should also be consistent with the information reported to the SEC.

If an officer resigns or a new director is elected, make sure the change is properly documented.

Inconsistencies between internal records and SEC filings may cause difficulties during banking transactions, due diligence, corporate certifications, or annual reporting.

8. Records of Business Transactions

A corporation must maintain records of its business transactions.

These records may include contracts, invoices, accounting records, payment documents, loan agreements, property transactions, and other documentation relating to company operations.

Corporate records and accounting records are closely connected.

If a large transaction appears in the financial statements, the company should generally be able to identify the underlying agreement, approval, accounting entry, and supporting documents.

9. Latest SEC Reportorial Filings

Corporations should preserve copies of the latest reports submitted to the Securities and Exchange Commission. Section 73 specifically includes the latest reportorial requirements among the corporate records that must be maintained.

For ordinary domestic corporations, these commonly include the General Information Sheet (GIS) and applicable financial statements.

The SEC currently states that the GIS for ordinary domestic stock and non-stock corporations is generally due within 30 calendar days from the actual annual stockholders’ or members’ meeting, while Audited Financial Statements are generally due within 120 calendar days after fiscal year-end, subject to the corporation’s classification and applicable rules.

Keep both the submitted document and proof of successful filing or acceptance.

10. Financial Statements and Accounting Records

Corporate governance records should be maintained together with appropriate financial records.

The Revised Corporation Code gives stockholders or members the right, upon written request, to receive the corporation’s most recent financial statement within the period provided by law. It also requires financial information to be presented at the regular stockholders’ or members’ meeting.

Financial statements should be supported by the company’s accounting records.

A corporation should be able to explain how significant balances and transactions in its financial reports relate to its underlying books and documents.

Who Can Inspect Corporate Records?

Corporate books are not necessarily private from everyone inside the corporation.

Section 73 generally allows directors, trustees, stockholders, or members to inspect corporate records personally or through a representative during reasonable hours on business days, subject to legal limitations and confidentiality rules.

The law also recognizes restrictions, including situations involving competitors, bad-faith requests, trade secrets, data privacy, and other protected information.

Corporations should therefore have a proper procedure for receiving, reviewing, and responding to requests for inspection.

Practical Example

Suppose a corporation wants to sell a major company asset.

Management agrees informally through a group chat, payment is received, but no board resolution or minutes are prepared.

Months later, a shareholder questions who authorized the sale.

The absence of proper records can turn a routine transaction into a governance problem.

A better practice is to determine what corporate approval is required before the transaction, document that approval through appropriate minutes or resolutions, and preserve the supporting agreement and financial records.

Common Corporate Recordkeeping Mistakes

One common mistake is maintaining corporate records only when the company needs them for a bank, investor, or government transaction.

Another is allowing minutes, resolutions, stock ownership records, and SEC filings to contain inconsistent information.

Stock corporations may also encounter problems when share transfers occur privately but the Stock and Transfer Book is never updated.

Another risk is keeping beneficial ownership information only in the GIS or SEC system without maintaining accurate internal ownership records.

Corporate records should reflect what actually happened not what management later wishes had happened.

Corporate Books and Records Checklist

A practical corporate file should generally cover:

Articles and By-Laws → board minutes → stockholders’ or members’ minutes → corporate resolutions → Stock and Transfer Book for stock corporations → ownership and beneficial ownership records → directors and officers → business transactions → SEC filings → financial statements and supporting records.

The exact records required may differ depending on whether the entity is a stock corporation, non-stock corporation, One Person Corporation, or corporation with a secondary license.

Frequently Asked Questions

Does every Philippine corporation need corporate books and records?

Yes.

Section 73 of the Revised Corporation Code requires every corporation to keep and carefully preserve specified corporate information and records.

Does every corporation need a Stock and Transfer Book?

The statutory Stock and Transfer Book requirement applies specifically to stock corporations.

Non-stock corporations maintain membership and governance records appropriate to their structure.

Can corporate records be stored electronically?

Yes.

Section 73 recognizes corporate records regardless of the form in which they are stored.

The corporation should nevertheless ensure that electronic records remain complete, secure, accessible, and capable of being produced when properly required.

Should minutes be prepared for every corporate meeting?

Meetings of the board or trustees and stockholders or members should be properly recorded in minutes consistent with the Revised Corporation Code.

Why are beneficial ownership records important?

The Revised Corporation Code expressly includes beneficial ownership information among the records corporations must maintain. The SEC also currently operates HARBOR to collect and maintain beneficial ownership information.

Final Thoughts

Proper corporate books and records in the Philippines are not merely administrative paperwork.

They provide evidence of ownership, authority, corporate decisions, transactions, and regulatory compliance.

A well-maintained corporation should be able to answer basic questions quickly:

Who owns the company? Who are its directors and officers? What did the board approve? Were shares properly transferred? What was reported to the SEC? Where are the supporting records?

If those questions are difficult to answer, the corporate records may need attention.

Keeping corporate books complete and updated throughout the year is much easier than reconstructing them when a dispute, SEC filing, bank transaction, investment, or audit suddenly requires them.

Need Assistance With Corporate Books and SEC Compliance?

Aureada CPA Law Firm can assist corporations with corporate housekeeping, minutes and resolutions, stock and ownership records, SEC reportorial requirements, beneficial ownership compliance, and related corporate governance matters.