Appointing a Corporate Secretary in the Philippines: Qualifications and Responsibilities

Navigating the legal landscape of business in the Philippines requires more than just a great idea and a solid business plan. It demands strict adherence to corporate governance standards set by the law.

In order the corporation remains in compliance with these standards, the corporate secretary plays a crucial role in ensuring that they meet their legal and regulatory obligations. 

What is a Corporate Secretary?

A corporate secretary is one of the corporate officers in a corporation, elected by the Board of Directors. He/She acts as the custodian of corporate records, the facilitator of board meetings, and the primary liaison for compliance with the Securities and Exchange Commission (SEC). He/She also ensures that the corporation’s administrative and legal affairs are managed efficiently and in accordance with the law. 

Qualifications of a Corporate Secretary in the Philippines

To be appointed as a corporate secretary, an individual must be:

• Must be a citizen of the Philippines

• Must be a resident of the Philippines

• Must be of a legal age

• Cannot be the president and secretary at the same time

Furthermore, a corporate secretary who is updated with the latest Securities and Exchange Commission (SEC) requirements and issues is a great advantage for the corporation. 

Does a Corporate Secretary Have To Be A Lawyer?

It is not a legal requirement for a corporate secretary to be a lawyer. However, most corporations prefer to appoint one. A lawyer, particularly one specializing in corporate law, brings invaluable expertise since they are already familiar with drafting board resolutions, ensuring compliance with SEC memorandum circulars, and managing the intricacies of corporate law. With their expertise, it can save the corporation significant time and prevent costly errors.

Can a Corporate Secretary Be a Treasurer?

Yes, a corporate secretary can also hold the position of  Treasurer at the same time. However, no one should act as president and secretary or as president and treasurer at the same time unless allowed in the Revised Corporation Code. 

Functions of a Corporate Secretary in the Philippines

The following are the functions of a corporate secretary in a corporation, pursuant to Section 123 of Republic Act No. 11232:

• Be responsible for maintaining the minutes book and/or records of the corporation;

• Notify the nominee or alternative nominee of the death or incapacity of the single stockholder, which notice should be given no later than five (5) days from such occurrence;

• Notify the Commission of the death of the single stockholder within five (5) days from such occurrence and stating in such notice the names, residence addresses, and contact details of all known legal heirs; and

• Call the nominee or alternate nominee and the known legal heirs to meeting and advise the legal heirs with regard to, among others, the election of a new director, amendment of the articles of incorporation, and other ancillary and/or consequential matters.

Duties of a Corporate Secretary in the Philippines

The duties and responsibilities of a corporate secretary doesn’t only revolve around ensuring that the corporation remains compliant with the legal requirements. 

Their duties and responsibilities also include the following:

Duties of a Corporate Secretary in Board & Shareholder Meetings

• Prepares the annual schedule of board and stockholder meetings and sends official notices to all directors and shareholders.

• Works with the Chairman and CEO to prepare meeting agendas and distributes all relevant documents and information to attendees in advance.

• Attends all meetings to draft and record the minutes, creating an official and legally binding record of all corporate decisions and discussions.

Duties of a Corporate Secretary on Corporate Records and Documentation

• Acts as the custodian of the corporate seal and all key corporate records, including the minutes book, stock and transfer book, and other official documents.

• Certifies corporate documents, such as board resolutions and amendments to the Articles of Incorporation or By-Laws, which are necessary for official transactions and registrations.

• Manages the issuance of stock certificates to shareholders and maintains the stock and transfer book to accurately reflect the ownership of the corporation.

Duties of a Corporate Secretary on SEC Compliance

• Ensures the timely filing of all mandatory reports with the SEC, such as the General Information Sheet (GIS) and annual audited financial statements.

• Keeps the board of directors informed of the latest SEC requirements, regulations, and relevant deadlines to ensure full compliance.

• Ensures that all necessary disclosures are made to the SEC and the Philippine Stock Exchange

Please note that specific duties and responsibilities are typically outlined in the company’s by-laws. Other duties may be assigned to the corporate secretary that were not mentioned. 

Corporate Secretary Salary in the Philippines

In the Philippines, the average salary for a corporate secretary typically ranges from Php 60,000.00 to Php 250,000.00 monthly, depending on the work experience, company size, and geographic location. 

Difference between a Corporate Secretary and a Corporate Lawyer

A corporate secretary is one of the essential officers in a corporation. They are responsible for ensuring that the corporation complies with the legal and regulatory requirements. They help facilitate the meetings, ensure accurate record-keeping, and contribute to overall compliance with applicable laws and regulations. 

On the other hand, a corporate lawyer acts as the corporation’s legal advisor and representative. They are responsible for handling the corporation’s legal issues and providing legal advice on complex matters. 

Grounds for Disqualification to be a Corporate Secretary 

An individual should be disqualified to be elected as a corporate secretary, within five (5) years prior to the election or appointment as such, if he/she was:

• Convicted by final judgement:

• Of an offence punishable by imprisonment for a period exceeding six (6) years;

• For violating the Revised Corporation Code of the Philippines (Republic Act No. 11232); and 

• For violating Republic Act No. 8799, otherwise known as “The Securities Regulation Code”

• Found administratively liable for any offense involving fraudulent acts; and

• By a foreign court or equivalent foreign regulatory authority for acts, violations or misconduct similar to those aforementioned.