Corporate secretary
in the Philippines.
Stay compliant with the local regulations hassle-free. With our dedicated corporate secretary (corpsec) services, we will professionally handle all your time-consuming administrative tasks, from timely report filing to tracking critical deadlines and more.
Run your business smoothly with
a dedicated corporate secretary.
Guidance at every step
Trust the years of our secretarial experience and let us support you and your business. We have successfully helped and guided a variety of business entities of various sizes, from startups to larger established companies.
Deadline reminders
We are proactively monitoring your compliance requirements and act or notify you in time. You never have to worry about late filings or overdue fees.
Your documents online
Our company secretary service is 100% online. You can sign all necessary paperwork electronically via DocuSign, and the company documents will be securely kept online where you can always view them.
Company secretarial services
Providing and acting as your corporate secretary.
All companies in the Philippines must appoint at least one local corporate secretary who is both a Philippines national and resident in the Philippines. The secretary is responsible for handling on-going statutory compliance matters and ensuring the company is compliant with all regulatory requirements.
Essential corporate secretary service.
Provision of a named corporate secretary (corpsec)
This includes all mandatory annual procedures. As your named corporate secretary, we will:
- Safe custody of the company’s books, records and the company seal/chop (if any)
- Maintaining annual filing of statutory forms with the SEC and Barangays (local government units) and ensuring all fees are submitted correctly and on time
- Arranging the Annual General Meeting of the company, including sending out required notices to Shareholders.
- Preparation of minutes and resolutions passed at the Annual General Meeting of the company
Additional ad-hoc secretary services.
From time to time, especially when your company undergoes changes, you may also need some of our ad-hoc secretary services:
Preparation of board meetings other than the AGM
- Preparation of director’s resolutions
- Distributing company’s financial reports
- Preparation of meeting agenda
- Attendance and taking of meeting minutes
- Communicating with the shareholders
Filing of company changes and other statutory returns with SEC
- Appointment or resignation of company officers
- Update of particulars of company officers and shareholders
- Amendments to the company constitution
- Share allotments, share transfers, capital reduction, subdivision or consolidation of shares
- Assistance with due diligence on any new shareholders investing in the company
- Changes in company name, principal activities
- Notifying SEC of any charges over assets entered into by the company
- Monitor filing deadlines of the statutory returns with SEC
Maintenance and upkeep of statutory registers
- Filing of signed Board Resolutions
- Maintenance of minutes books (AGMs and EGMs) and various registers
- Issue of share certificates
Other roles and services
- Providing resolutions of the company for corporate actions such as opening a bank account, entering into contracts with suppliers and customers, changing office holders etc.
- Providing information and guidance on any relevant changes in statutory law
- Arranging for certification, notarisation and legalisation of documents
- Assistance with companies’ striking off applications to SEC and de-registration of branches
- Conversion of business entities
- Stamping of documents
Overview of requirements for starting a company.
At least 1 shareholder
A resident director
A company secretary
Address in Singapore
At least $1 in capital
FAQ
Common questions & answers.
The corporate secretary is a mandatory officer under the Revised Corporation Code and serves as the official custodian and certifier of corporate acts and records. Core responsibilities include:
- Certifying board and shareholder resolutions and other official corporate documents
- Managing filings with the Securities and Exchange Commission (SEC) through the eFAST system
- Organising the Annual General Meeting (AGM) and issuing shareholder notices
- Attending board meetings and ensuring proper governance procedures are followed
- Keeping the company seal and issuing share certificates
- Advising the board on compliance obligations under the Revised Corporation Code
The corporate secretary also certifies official documents relied upon by banks, regulators and counterparties. Appointing an ineligible or inactive corporate secretary creates significant compliance risk. For a full overview of all required corporate officers, see our guide to corporate officer roles and requirements in a Philippine corporation.
Under Section 24 of the Revised Corporation Code, a corporate secretary must satisfy three requirements simultaneously. The individual must be a Filipino citizen and a resident of the Philippines and cannot simultaneously serve as company president. There is no SEC exemption available for the citizenship requirement, it is a non-negotiable statutory obligation that applies to all domestic corporations regardless of foreign ownership structure or the nationalities of their shareholders.
The corporate secretary does not need to be a shareholder and may serve as a director if they meet the general director qualifications under the Revised Corporation Code.
Under the Revised Corporation Code and standard corporate practice, board meetings are typically held monthly. Each meeting requires a quorum of a majority of the board, and decisions are approved by a majority of directors present at a quorate meeting. Please verify this figure before publishing.
Meetings may be held inside or outside the Philippines and directors may participate remotely provided they can actively engage and vote. The corporate secretary is responsible for issuing notice of each meeting, preparing the agenda, attending and recording minutes of all discussions and resolutions passed.
The corporate secretary manages both annual and event-driven filings with the Securities and Exchange Commission through the eFAST system. Key filings include:
- General Information Sheet (GIS): the primary annual SEC filing, due within 30 days of the annual stockholders meeting, confirming the company’s directors, officers, shareholders, paid-up capital and principal office address
- Officer and director changes: names, nationalities, shareholdings and residential addresses of newly elected officers must be reported within 30 days of appointment
- Amendments to constitutional documents: any changes to the articles of incorporation or by-laws
- Annual audited financial statements: typically due within 120 days of the fiscal year-end
The corporate secretary signs and certifies the GIS and is responsible for its accuracy. Failure to file on time can result in SEC penalties and affect the company’s ability to transact with banks and government agencies. For filing thresholds and requirements, see our guide to audit requirements in the Philippines.
The corporate secretary is the official custodian of the company’s statutory records and is responsible for keeping them accurate, secure and accessible. Key records include:
- Minute books covering all AGMs, extraordinary general meetings and board meetings including resolutions passed
- The stock and transfer book recording all share issuances, transfers and cancellations
- The company seal and official chops used to authenticate corporate documents
- Share certificates issued to shareholders
- Certified board and shareholder resolutions
- Articles of incorporation and by-laws
All records must be kept at the registered office or a board-approved location and be available for inspection by directors and shareholders. The corporate secretary is also responsible for ensuring proper handover of all records on any change in appointment, as gaps can delay SEC transactions, bank account operations and investor due diligence processes.
