Summary:
- A corporate secretary is a mandatory officer for every corporation registered in the Philippines.
- They ensure legal compliance, maintain records, and handle SEC filings.
- Smartual Philippines offers outsourced corporate secretary services to help startups and SMEs stay compliant and organized.
Introduction
When starting a corporation in the Philippines, one of the most misunderstood positions is that of the corporate secretary. Many new entrepreneurs see it as a ceremonial role, but in reality, the corporate secretary is a legal requirement and a vital compliance officer for every corporation.
This article will explain why the corporate secretary’s role is crucial, what responsibilities they carry under Philippine law, and why outsourcing this role to Smartual Philippines ensures your business stays legally compliant and stress-free.
What is a Corporate Secretary?
Under the Revised Corporation Code of the Philippines (RCC), every corporation must appoint a corporate secretary within 30 days of incorporation. The corporate secretary is an officer, not merely an employee, responsible for maintaining the company’s official records and ensuring it adheres to all legal and regulatory obligations.
The law specifically requires that:
- The corporate secretary must be a Filipino citizen and resident.
- The position cannot be held by the same person acting as president of the company.
- The appointment must be formally approved by the board of directors.
The Legal Role of a Corporate Secretary
The corporate secretary’s duties are outlined in the Revised Corporation Code and reinforced by SEC Memorandum Circulars. Their main role is to ensure the corporation’s compliance with the law and internal governance.
Key Responsibilities:
- Maintaining Corporate Records
- Prepare and maintain the minutes book of board and shareholder meetings.
- Keep the stock and transfer book updated.
- Maintain the corporation’s official seal and documents.
- Regulatory Filings and Reports
- Prepare and file the General Information Sheet (GIS) annually with the SEC.
- Ensure Annual Financial Statements (AFS) are submitted on time.
- File amendments, changes in officers, and increases in capitalization.
- Certifying Corporate Acts
- Issue certifications for board resolutions, secretary’s certificates, and company authorizations.
- Sign and attest to documents required by banks, the BIR, or government agencies.
- Advising the Board
- Ensure meetings follow proper procedure and notice requirements.
- Advise directors on corporate governance practices.
- Safeguard the interests of both the corporation and its shareholders.
Why the Corporate Secretary Is Essential
Many corporations get into trouble not because of fraud or tax issues, but due to non-compliance with SEC regulations. Failure to maintain proper records or file annual reports can result in hefty fines or even revocation of the company’s SEC registration.
A corporate secretary helps prevent these problems by:
- Monitoring compliance calendars and deadlines.
- Keeping minutes and resolutions organized and up to date.
- Acting as the communication bridge between shareholders and management.
- Ensuring decisions made by the board are properly documented.
What Happens If You Don’t Have a Corporate Secretary
Operating without a corporate secretary or failing to update your SEC filings can lead to:
- Administrative fines (often PHP 5,000 to PHP 40,000 per violation)
- Delays in processing corporate documents (e.g., bank account openings, government permits)
- Inability to renew business permits
- Revocation of SEC registration
In some cases, businesses cannot enter into legal contracts or apply for financing if their corporate documents are outdated or uncertified.
Why Outsource the Corporate Secretary Role
Many small and medium-sized businesses in the Philippines choose to outsource this function for several reasons:
1. Professional Expertise
Compliance rules frequently change. Outsourced professionals ensure your filings are always up to date.
2. Cost Efficiency
Hiring a full-time corporate secretary is unnecessary for smaller corporations. Outsourcing saves on overhead and training costs.
3. Continuity
Outsourced secretaries ensure consistency—even if directors change.
4. Reduced Risk
Avoid compliance mistakes that could lead to penalties or business disruption.
Smartual’s Corporate Secretary Services
Smartual Philippines offers full-service corporate secretary support designed for startups, SMEs, and foreign corporations operating in the country. Our services include:
- Appointment as Corporate Secretary of Record
- Preparation of Board and Shareholder Resolutions
- Filing of General Information Sheets (GIS) and Annual Financial Statements (AFS)
- Stock and Transfer Book maintenance
- Document certification (Secretary’s Certificates, Board Resolutions, etc.)
- Assistance with SEC filings for amendments, increases in capital, or officer changes
We also coordinate closely with your corporate treasurer and accountant to ensure synchronized compliance.
How Smartual Ensures Compliance
- Calendar of Compliance – We maintain an annual filing schedule and send reminders for deadlines.
- Digital Recordkeeping – We maintain digital and physical copies of all corporate records for easy retrieval.
- Template Resolutions – We provide ready-to-use templates for common corporate actions (bank account opening, signatory changes, etc.).
- SEC Updates Monitoring – We track and implement the latest SEC guidelines.
Corporate Secretary for Foreign-Owned Corporations
Foreign corporations registered in the Philippines—whether as subsidiaries or branch offices—must also appoint a Filipino corporate secretary. Smartual offers this specialized service for foreign clients who require:
- A resident corporate secretary to satisfy SEC requirements
- Legal representation for signing and certifying documents
- Assistance in coordinating with the SEC and other agencies remotely
This service is especially useful for businesses operating without a physical office in the Philippines.
Common Questions About Corporate Secretaries
Q1: Can the Corporate Secretary be one of the owners or directors?
A: Yes, as long as the person is a Filipino citizen and not acting as the president.
Q2: Do I need to appoint the Corporate Secretary immediately after incorporation?
A: Yes. The SEC requires the appointment within 30 days after incorporation.
Q3: Can Smartual act as our Corporate Secretary even if we already have our own accountant or lawyer?
A: Absolutely. We can work alongside your existing team to handle secretarial filings and documentation.
Q4: How much does it cost?
A: Our corporate secretary services start at PHP 12,000 per year, depending on the complexity and size of your corporation.
Why Choose Smartual Philippines
- Led by CPAs and Lawyers – We combine accounting, legal, and compliance expertise.
- Nationwide Service – We handle clients in Manila, Cebu, and Davao.
- 100% Remote-Capable – Our digital tools let you manage compliance online.
- Transparent Pricing – No hidden costs—just clear annual retainers.
We don’t just sign documents—we make sure your company is always one step ahead of compliance requirements.
Summary: Do You Really Need a Corporate Secretary?
Yes, absolutely. The corporate secretary ensures your company stays compliant, legally protected, and professionally managed. Whether you’re a startup, SME, or foreign-owned business, appointing a qualified corporate secretary is not optional—it’s a cornerstone of corporate governance.
Partner with Smartual Philippines
Stay compliant without the hassle. Smartual Philippines provides reliable, experienced, and legally qualified corporate secretarial services to keep your business running smoothly.
👉 Schedule a consultation today to learn how we can support your company’s compliance needs.
