Appointing a Corporate Secretary and Perks of Outsourcing One
A Corporate Secretary is a strict officer requirement when setting up a Corporation in the Philippines. The Securities and Exchange Commissions registration will not be completed without fulfilling the said officer requirement.
What is a Corporate Secretarial Service?
Corporate Secretarial Service is a service offered to clients under the Company Registration Service who does not have a local person internally to act as the Corporate Secretary.
Does all types of entity requires a corporate secretary as an officer?
No, the entities that requires a corporate secretary officer are for domestic corporations (100% foreign-owned, 60/40 and 100% locally-owned corporation.
Can a foreign individual be a Corporate Secretary?
No, the government mandates that the corporate secretary must be a local person living in the Philippines.
If we avail your Corporate Secretarial Service, will the nominee be part of the daily operation of the corporation?
No, the nominee officer does not need to be part of the internal operation of the corporation. The main scope of the service is to draft and sign a secretary certificate if the company needed one.
Scope of the Corporate Secretarial Service
01.
Safekeeping the company's legal documents
02.
Preparation and drafting of the annual corporate compliance with SEC
03.
Sign on behalf of the Company for the Social Institutions
04.
Drafting minutes of the board meeting for Annual Audit compliance
05.
Drafting of the Board Resolution & Secretary’s Certificate
Corporate Secretary and its Duties
They are neither a member of the Board of Directors nor part of the line management. Considered as the glue that holds the entire organization together, they are responsible for ensuring the company stays in compliance with both regulatory and statutory requirements.
​This statutory requirement is a testament to the importance that Corporate Secretaries hold for ensuring responsible corporate governance and timely compliance.
Importance of a Corporate Secretary
Despite recent amendments on removing the need for Filipino residents to comprise the majority of incorporators (founders) of a corporation, the strict requirement of appointing an individual who is both a Filipino citizen and resident for the role of Corporate Secretary remains the same.
RUNDOWN OF CORPORATE OFFICERS IN THE PHILIPPINES
Corporate Officers vary with each entity available for local and international investors. Here is the rundown for each entity.
Domestic Corporation under FIA
Under the Domestic Corporation under FIA or a 100% foreign-owned company, foreigners can be the incorporators, shareholders, and the President of the company. For the treasurer part, as long as an individual is a resident of the Philippines, he or she can be assigned as the treasurer.
-
Foreigner 1 can be the shareholder, incorporator and president
-
Foreigner 2 can be a shareholder and one of the incorporator
-
Local Individual and Philippine Resident can be the treasurer ​
-
Philippine Resident can be the corporate secretary
Domestic Corporation under 60-40
Under the Domestic Corporation under 60-40 set-up, foreigners can be the incorporators and shareholders of the company as long as it is up to 40% only and the majority must still be locals. The corporate officers must all be Filipino citizens.
-
Foreigner 1 can be the shareholder, incorporator and president
-
Filipino Citizen 1 can be the shareholder, incorporator and president
-
Filipino Citizen 2 can be one of the shareholder and incorporator
-
Local Individual and a Philippine Resident can be the corporate secretary
We will handle all the corporate administrative tasks so you can focus on your business
Through Jumpstarters Manila's Corporate Secretarial Service, we will make your life hassle-free
Working With the Best Clients and Partners
