All corporations in the Philippines must have a corporate secretary. Beyond having the right skills for the job, he or she must be a citizen and resident of the Philippines. Foreign investors will likely find it difficult to find a qualified person locally. A simple way to fill this role is to outsource your corporate secretary in the Philippines.
Corporate Structure in the Philippines
Shareholders of a Corporation in the Philippines
A domestic corporation in the Philippines must have at least two but no more than 15 shareholders. An investor also has the option to open a one-person corporation. As its name suggests, it only needs one shareholder.
Corporate Officers
All corporations in the Philippines must have the following corporate officers:
President
The president is the company’s signatory. Foreigners may hold this position in a company. Additionally, the president must be a shareholder in the company. As such, in one-person corporations, the sole shareholder is also the president.
Treasurer
The treasurer handles all financial matters in a corporation. He or she takes care of annual statements, funds, financial reports, and other related matters. The treasurer does not have to be a Filipino citizen but must be a resident of the Philippines.
Corporate Secretary
The corporate secretary is responsible for the safekeeping and preservation of records, documents, and minutes of meetings. The corporate secretary must be a Filipino citizen.
Outsource the duties of a corporate secretary.
Emerhub’s corporate secretarial services.
Responsibilities of a Corporate Secretary in the Philippines
The corporate secretary manages and oversees the regulatory responsibilities of the corporation.
He or she is in charge of keeping all corporate records including but not limited to the following:
- Minutes of meetings with shareholders, directors, etc.
- Articles of incorporation
- The company’s by-laws
- Board resolutions
The corporate secretary also prepares certifications of board resolutions. He or she documents changes to the share capital and election or resignation of directors through board meetings. In addition to that, he or she authorizes documents circulating in the corporation.
Qualifications of a Corporate Secretary in the Philippines
A basic requirement for a corporate secretary in the Philippines is that he or she must be a resident and citizen of the Philippines. But you should not appoint someone just because they meet the citizenship and residency requirements.
In order to perform tasks effectively, your corporate secretary must also have a good understanding of relevant laws and regulations. Emerhub’s legal team can perform corporate secretarial duties for your company.
Advantages of Outsourcing Corporate Secretarial Tasks in the Philippines
The main advantage of outsourcing corporate secretarial services is having skilled and knowledgeable people are carrying out the tasks correctly.
Emerhub’s legal team will carry out these tasks for your company to ensure compliance. When you outsource corporate secretarial duties to us, we will:
- File the annual general information sheet per SEC requirements.
- Assist in tax planning and compliance for the company. This includes making recommendations for your tax structure and preparing tax compliance schedules. We will also handle correspondence and agreement of tax assessments with the relevant authorities.
- Process stay and work permits for foreign employees.
- Draft legal documents and contracts.
Our consultants will be happy to discuss your company’s corporate secretarial needs. Fill out the form below or send an email to philippines@emerhub.com to get started.
