Section 24 of The Revised Corporation Code enumerates the corporate officers found in a corporation:
“Section 24. Corporate Officers– Immediately after their election, the directors of a corporation must formally organize and elect: (a) a president, who must be a director, (b) a treasurer, who must be a resident; (c) a secretary, who must be a citizen and resident of the Philippines; and (d) such other officer as may be provided in the bylaws. If the corporation is vested with public interest, the board shall also elect a compliance officer. The same person may hold two (2) or more positions concurrently, except that no one shall act as president and secretary or as president and treasurer at the same time, unless otherwise allowed in this Code.
The officers shall manage the corporation and perform such duties as may be provided in the bylaws and/or as resolved by the board of directors.”
Thus, Section 24 of the Revised Corporation Code provides for the two requirements to become a secretary of the corporation. First, the secretary must be a citizen. Second, the secretary must be a resident of the Philippines. The pertinent provision of the Revised Corporation Code also states that although the same person may hold two or more positions at the same time, there is however an exception to the general rule. The law provides that the president and the secretary position cannot be held by one and the same person.
As the law expressly lists down the secretary as an officer of the corporation, this means that having a corporate secretary is a must for a corporation to be able to function. For all the resolutions and decisions approved by the Board of Directors, the secretary of the corporation shall have the duty to make sure that these are well-executed. To serve as proof that a board resolution was passed by the Board of Directors, a corresponding secretary’s certificate is needed to be issued as well.
What are some of the duties and responsibilities of the secretary of the corporation? The corporate secretary is primarily tasked with the preparation of each of the minutes of the meetings upon the convening of the Board of Directors, as well as the shareholders. The company’s official seal shall also be in the custody of the corporate secretary, and all pertinent documents that are in need of the company seal shall have it affixed thereof. All documentation and corresponding reporting needed shall also be within the scope of the corporate secretary such as transactions of issuance of shares, share transfers, reversions of trust, as well as for any changes in the company name, increase in the capital stock, address of the company, and all other such changes. The stock and transfer books shall also be under the maintenance of the corporate secretary. All notices of the corporation shall also be given thereto by the corporate secretary.
It is usually recommended that a lawyer handles the stock and transfer book to ensure that the recording of share issuances and transfer of shares are proper. Further, there is benefit if a lawyer knowledgeable in corporate secretarial service holds the corporate secretary position. This is because you are sure that the minutes of the meeting of the stockholders and board of directors are properly recorded and that appropriate secretary certificates are issued documenting the same resolutions passed either by the board of directors or the stockholders.
Need further information and assistance regarding corporate secretarial services? Talk to our team at Duran & Duran-Schulze Law to know more about the requirements and process. Call us today at (+632) 8478 5826 or send an email to info@duranschulze.com for more information.