Corporate Secretary in the Philippines: Qualifications, Duties and SEC Deadlines
Every corporation must have a corporate secretary who is a Filipino citizen and a resident of the Philippines (Revised Corporation Code, Section 24). The Code does not require the secretary to be a director or a lawyer, but the president cannot also be the secretary. The secretary usually keeps the minutes and corporate records, countersigns stock certificates, and sees to the reports to the SEC on the election of directors and officers within 30 days and on any vacancy within seven days.
Read the full text: Republic Act No. 11232 (Revised Corporation Code)
Who can be a corporate secretary?
Section 24 of the Revised Corporation Code requires the board, right after its election, to elect:
a president, who must be a director;
a treasurer, who must be a resident;
a secretary, who must be a citizen and resident of the Philippines; and
the other officers named in the by-laws.
A corporation vested with public interest must also elect a compliance officer. One person may hold two or more positions, but no one may be president and secretary, or president and treasurer, at the same time, unless the Code allows it.
This rule matters to foreign-owned companies. Even where foreigners may own the business, the corporate secretary must be a Filipino citizen who lives in the Philippines.
What does the corporate secretary do?
Officers perform the duties provided in the by-laws or resolved by the board (Section 24). For the secretary, these usually cover the following, which the Code regulates:
Minutes. The minutes of every meeting of the stockholders or members and of the board must state the time and place of the meeting, how it was authorized, the notice given, the agenda, whether it was regular or special and its object if special, those present and absent, and every act done or ordered (Section 73). On demand, the minutes must also note when a director or stockholder came in or left, the votes for and against a motion, and any protest.
Corporate records. The corporation must keep its records at its principal office and open them to inspection by directors and stockholders at reasonable hours on business days (Section 73). See the corporate books and records every corporation must keep.
Stock certificates. A certificate of stock is signed by the president or vice president and countersigned by the secretary or assistant secretary, with the corporate seal (Section 62).
Notices of meetings. A notice of a stockholders' meeting must state the time, place and purpose of the meeting and come with the agenda and a proxy form. Proxies are submitted to the corporate secretary within a reasonable time before the meeting (Section 50). Written notice of a regular stockholders' meeting is sent at least 21 days before the meeting, and of a special meeting at least one week before, unless the by-laws, a law or a regulation sets a different period (Section 49). A board meeting needs at least two days' notice, unless the by-laws set a longer period (Section 52). Our guide on board and stockholders' meetings covers notice, quorum and votes.
What must be reported to the SEC, and when?
Section 25 sets three reports:
Election of directors, trustees and officers. Within 30 days after the election, the secretary or any other officer submits to the SEC the names, nationalities, shareholdings and residence addresses of those elected.
No election held. The non-holding of the election and the reasons for it are reported within 30 days from the date of the scheduled election. The report must give a new election date that is not later than 60 days from the scheduled date.
Vacancy. When a director, trustee or officer dies, resigns or otherwise ceases to hold office, the secretary, or a director, trustee or officer of the corporation, reports it in writing to the SEC within seven days from knowledge.
See our guides on how to change corporate officers and directors and on filing the General Information Sheet.
What are the rules for a One Person Corporation?
A One Person Corporation (OPC) must appoint a treasurer, a corporate secretary and its other officers within 15 days from the issuance of its certificate of incorporation, and notify the SEC within five days from the appointment. The single stockholder may not be the corporate secretary (Section 122).
The OPC's secretary has special functions under Section 123:
keep the minutes book and the records of the corporation;
notify the nominee or alternate nominee of the death or incapacity of the single stockholder within five days from the event;
notify the SEC of the single stockholder's death within five days, with the names, addresses and contact details of all known legal heirs; and
call the nominee or alternate nominee and the known legal heirs to a meeting and advise them on the next steps, such as the election of a new director and the amendment of the articles.
Written resolutions of the single stockholder are recorded in the minutes book (Section 128). For the yearly filings, see One Person Corporation compliance.
Can the corporate secretary be held liable?
Yes.
An officer or agent who refuses, without justification, to let a director or stockholder inspect or copy the records is liable for damages and commits an offense under Section 161. The fine for an unjustified failure or refusal to keep the required records or to allow their inspection is ₱10,000 to ₱200,000, or ₱20,000 to ₱400,000 if the violation is injurious or detrimental to the public.
Frequently asked questions
Can a foreigner be a corporate secretary in the Philippines?
No.
The secretary must be a citizen and resident of the Philippines.
Must the corporate secretary be a lawyer or a director?
The Code requires neither. Only the president must be a director. Check your by-laws for any further requirements.
Can the president also act as corporate secretary?
No.
Section 24 bars one person from being president and secretary at the same time.
Can the sole stockholder of an OPC be its corporate secretary?
No.
Section 122 prohibits it.
Sources
Republic Act No. 11232 (Revised Corporation Code), Section 24
Republic Act No. 11232 (Revised Corporation Code), Sections 25, 49, 50, 52, 62, 73, 122, 123, 128 and 161
Need help with SEC or corporate compliance?
We handle SEC registration and reportorial filings, corporate governance, contracts and transactions for Philippine corporations and foreign investors. See our corporate services.
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Related guides
This article is general information as of its publication date, not legal advice, and does not create a lawyer-client relationship. For advice on your situation, consult a lawyer.
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