Establishing a company or business in the Philippines is never easy, especially for foreign nationals who lack knowledge about local corporate laws and regulatory frameworks. In spite of this, there are viable options that can be pursued to penetrate the vibrant business landscape. On top of these options is outsourcing corporate secretarial services.
Often seen as the silent conductors behind the business scenes, corporate secretaries blend legal acumen with administrative prowess to ensure that the company’s operations are aligned with regulatory standards and strategic objectives. From processing company formation and registration to orchestrating board meetings and filing reportorial requirements with government regulatory bodies, their roles stand as a cornerstone of organizational success.
Searching for and appointing a qualified corporate secretary, however, may pose another challenge. To help you out, this article covers almost everything that you should know and consider before outsourcing corporate secretarial services or hiring a Filipino-citizen corporate secretary.
Corporate Secretarial/Housekeeping
Corporate secretarial or corporate housekeeping refers to the tasks and duties that a company secretary has to take care of in order to keep the company operating in line with its legal matters.
A corporate secretary is a corporate officer who helps document the decisions of the board and usually helps with compliance with the government regulatory requirements. Generally, he or she is responsible for documentation of the board meetings, shareholder meetings, SEC reportorial requirements, e.g., annual General Information Sheet (GIS), disclosures to the stock exchange, if publicly listed, stock and transfer books, and proxies, among others.
Legal Framework
As provided in Section 24 of Republic Act 11232, also known as the “Revised Corporation Code of the Philippines,” the directors of a corporation must fully 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 officers as may be provided in the bylaws. Additionally, these 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.
Basic Qualifications of a Corporate Secretary
As can be gleaned from the provisions of the law, there are no strict qualifications for one to be a corporate secretary, except that he or she:
- Must be a citizen of the Philippines
- Must be a resident of the Philippines
- Cannot be the president and secretary at the same time
Interestingly, a corporate secretary does not have to be a lawyer but is preferably a person with knowledge of the corporate law, as well as be updated with the latest SEC requirements and issuances. Given the complexity and technicality of corporate law and the corporate secretary’s duties and responsibilities, however, it is preferred by most companies to have a lawyer for the position.
Basic Roles of a Corporate Secretary
The role of a corporate secretary – often considered a linchpin of corporate governance – has evolved into a multifaceted position that demands not only a thorough understanding of the corporate law but also proficiency in administrative task management.
Meeting Planner and Organizer
A corporate secretary is primarily responsible for scheduling, planning, and organizing meetings for the corporation, including but not limited to, board meetings, shareholder meetings, and committee meetings. From identifying and creating meeting agendas to coordinating all logistical concerns, the secretary takes on the hands-on planning and organizing tasks.
Record Keeper
As a record keeper, a corporate secretary maintains all important corporate and legal documents, such as meeting minutes, resolutions, contracts, and government regulatory compliance documents, and ensures that these are accurate, updated, and accessible to certain parties as may be deemed necessary.
Compliance Officer
Internally, a corporate secretary is responsible for ensuring that all members of the board operate according to the provisions of the company’s Articles of Incorporation (AOI), bylaws, charters, and other founding documents. Externally, he or she is in charge of overseeing, if not directly involved in the drafting and filing, compliances with the government regulatory bodies, business licenses with the local government units (LGUs), reportorial requirements with the SEC, and other external correspondences.
Corporate Advisor
In reality, the roles of a corporate secretary have evolved through time. In the present, he or she, being knowledgeable about the legal and operational aspects of the business, is also expected to provide advice to the board, even about corporate governance issues. He or she serves as a key member of the executive management team as it implements and supports a sustainable corporate governance framework.
Additional Board Support
A corporate secretary performs an indispensable role to ensure the proper documentation of the management’s decisions.
Essential Skills of a Corporate Secretary
The process of appointing or selecting a corporate secretary depends on various factors, such as the applicable corporate laws and regulations, company bylaws, and other internal policies. Notwithstanding this, a corporate secretary must have the following essential skills:
Knowledge of Corporate Governance
Generally, corporate governance pertains to the set of systematic rules, practices, and processes that keep a company a company. A corporate secretary must have working knowledge about corporate governance in order to manage the company’s internal and administrative affairs.
Legal Knowledge Aptitude
If not a lawyer, a corporate secretary should have at least a deep understanding of legal and regulatory requirements to ensure compliance and avoidance of liabilities. Equally, he or she must have extensive knowledge of international and local corporate laws and regulations. At the same time, he or she can provide viable legal advice to the board as may be necessary.
Organizational Skills
These skills are needed by a corporate secretary to ensure that all administrative and governance processes at the upper management level run smoothly, efficiently, and in accordance with corporate rules and regulations. These are considered foundational skills and usually include managing schedules and meetings, preparing agendas, maintaining corporate records, and ensuring compliance.
Attention to Detail
As mentioned, a corporate secretary does not have to be a lawyer, but his or her involvement in the preparation and filing of various legal documents for regulatory compliance makes attention to detail a critical skill. Oversights can lead to serious legal and financial consequences and liabilities for the company, so he or she must review and verify all information diligently.
Understanding of the Bureaucratic Limitations and Guidelines
Corporate bureaucracies, which center on the division of labor with clearly defined roles across departments and teams, often help the company run smoothly and efficiently, although they can also result in delays in the approvals and implementation of programs. A corporate secretary must be fully acquainted with the existing bureaucracy, its effects and limitations, and how it can be utilized to streamline the company operations.
Communication Skills
A corporate secretary must possess excellent verbal and communication skills, as he or she serves as the key liaison between the board directors, senior management team, other stakeholders, and even government regulatory bodies. Other related communication skills required involve the translation of meeting proceedings into documentations, conveying complex information to various audiences, and clarifying issues for collective understanding.
Consultation and Collaboration Skills
In times of necessity, a corporate secretary must be willing to provide advice to senior management and board directors while maintaining professionalism and impartiality. Collaboration with other committees, departments, and even government agencies is also needed from time to time to undertake the duties.
Critical Thinking Skills
As a problem solver, a corporate secretary must be mentally armed with effective and universally acceptable solutions to various problems in the company that concern upper management and regulatory compliance.
Work Ethics and Trustworthiness
Handling sensitive corporate information, a corporate secretary must be ethical and trustworthy to act in the best interest of the organization and promote trust among the company’s stakeholders.
About FilePino’s Corporate Secretarial Services
We provide corporate secretarial services and tailor fit the duties and responsibilities of the corporate secretary according to your needs. These services encompass a wide range of legal and senior management tasks essential for corporate governance and compliance with laws and regulatory frameworks.
Company Formation and Registration
We assist companies with their incorporation needs, from consultation on business structures and other legal considerations to filing the documentary requirements with the government regulatory bodies and securing the necessary licenses and permits.
Corporate Governance
We provide legal advice to the board on corporate governance practices, develop and maintain corporate governance policies, and ensure compliance with regulatory requirements.
Board and Shareholder Meeting Support
We schedule and organize board and shareholder meetings, prepare agendas, record and distribute minutes, and manage board resolutions and decisions.
Document Management and Statutory Compliance
We prepare, draft, and file annual reportorial requirements and other regulatory documents with the SEC and other government agencies. We also maintain statutory registers, e.g., registers of members, directors, and secretaries, and ensure compliance with corporate laws and regulations.
Corporate Restructuring Support
We assist companies with mergers, acquisitions, and divestitures and manage changes in corporate structure and documentation. We also manage shareholder communications and handle share transfers.
Director and Officer Services
We advise new directors and officers on their legal duties and responsibilities and facilitate director training and development as deemed necessary. We also provide nominee director services.
Liaison Services
We act as a liaison between the company and regulatory authorities and coordinate with external advisors, such as legal counsel and auditors.
Other additional services or service package components vary depending on the size and complexity of the company, as well as the specific and applicable legal and regulatory requirements.
… and you might just need our assistance.
FilePino is a one-stop-shop business consulting firm trusted by thousands of clients for their business formation and post-formation needs. With its sister companies and brands, we guarantee fast, efficient, and seamless fulfillment of your business service needs.
Outsource corporate secretarial services and let our team of lawyers handle the administrative and legal compliance tasks while you focus on the core aspects of your business. Set up a consultation with FilePino today! Call us at (02) 8478-5826 (landline) and 0917 892 2337 (mobile) or send an email to info@filepino.com.
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Good day!
I would like to inquire if you offer corporate secretarial & treasurer services ?
Hello! Thank you for reaching out. Yes, we do offer corporate secretarial and treasurer services. Our team can assist with essential corporate compliance tasks, maintaining records, and supporting your business’s administrative and financial responsibilities. Let us know how we can support your specific needs!