Foreign and local enterprises must ensure that all responsibilities, such as documentation, preparation, and scheduling, are handled to secure a smooth sailing process in fulfilling other company duties. Here’s a brief discussion of the role and responsibilities of a Corporate Secretary and how they can help essential company activities.
- What is a Corporate Secretary?
- What are the duties of a Corporate Secretary?
- What are the qualifications of a Corporate Secretary?
- What We Offer?
- FAQ’s about Corporate Secretarial Services
Corporate Secretary
A corporate secretary is a senior strategic officer responsible for ensuring a corporation’s compliance with legal and regulatory requirements, including documentation of legal documents and counsel on board and logistic activities.
Duties of a Corporate Secretary
Hiring a corporate secretary is mandated by Philippine law. The corporate secretary must be a Philippine citizen and will perform the following duties for your company:
- Document all decisions, resolutions, and changes by the Board
- Take minutes of the special and/or annual Board and Stockholders Meetings
- Prepares Secretary’s Certificates certifying the board meetings and board resolutions issued
- Keep the corporate books up-to-date
- Prepare and Submit the Annual General Information Sheet
- Update the Securities and Exchange Commission (SEC) on any reportable matters or changes
Qualifications of a Corporate Secretary
The qualifications of a corporate secretary can vary based on jurisdictional requirements and the corporation’s specific needs. However, some common qualifications and attributes include:
- Must be a citizen and resident of the Philippines-depth understanding of corporate law and governance practices
- Familiarity with regulatory requirements pertinent to the corporation’s industry
- High level of integrity and ethical judgment to ensure compliance and maintain corporate governance standards
What We Offer
A corporate secretary must possess comprehensive knowledge of relevant laws and regulations. Our wide range of business consultants can provide the following services:
- Preparation of minutes for meetings of the Board of Directors and Shareholders
- Service of all notices related to the company
- Documentation and reporting of constitutional changes, changes in the company name, principal address, financial year, increase in capital stock, and related modifications
- Preparation and filing of the company’s General Information Sheet (GIS)
- Drafting of simple share transfer documents, reversions of trust, and issuance of shares
- Maintenance of the stock and transfer book (STB)
- Certification of corporate acts, countersigning corporate documents or certificates, and preparation of reports or statements as required by law or government regulations
- Acting as an inspector during the Election of Directors
- Providing other applicable corporate housekeeping services
Let Us Support Your Essential Company Activities
Our broad pool of experienced lawyers/business consultants is dedicated to assisting you with your entity’s documentary needs.
Frequently Asked Questions
How can a corporate secretary help your company?
A corporate secretary ensures compliance with regulations, maintains accurate records, facilitates board meetings, manages shareholder relations, and provides strategic advice.
Does the Philippine law require a corporate secretary?
Yes, the Philippines requires a corporate secretary. In addition, the corporate secretary must be a citizen and resident of the Philippines.
Which government agency should a corporate secretary report for any reportable matters or changes?
The corporate secretary must report any matters or changes to the Securities and Exchange Commission (SEC).