Corporate Secretary Duties in the Philippines Under the Revised Corporation Code

The corporate secretary is a statutory officer of every Philippine corporation. Under Section 24 of the Revised Corporation Code (Republic Act No. 11232), the board of directors must elect a secretary who is a citizen and resident of the Philippines. The same section bars one person from acting as both president and secretary at the same time. Beyond sitting in office, the secretary carries specific compliance duties — reporting the results of elections to the Securities and Exchange Commission (SEC), certifying amendments to the articles of incorporation, and reporting changes in the board and officers. This article explains those duties in plain language.

Who may serve as corporate secretary

Section 24 requires the corporate secretary to be a citizen and resident of the Philippines. The law does not require the secretary to be a director or a stockholder, unlike the president, who must be a director, and the treasurer, who must be a resident.

The secretary is elected by the board of directors immediately after the directors themselves are elected. The corporation may also provide for other officers in its bylaws.

One important limit: no one may act as president and secretary at the same time, or as president and treasurer at the same time, unless the Code otherwise allows it. The same person may, however, hold two or more other positions concurrently.

The secretary's statutory reporting duties

The Revised Corporation Code assigns the corporate secretary several specific filings with the SEC.

Report of election of directors, trustees, and officers. Under Section 25, within thirty (30) days after the election of the directors, trustees, and officers, the secretary — or any other officer — must submit to the SEC the names, nationalities, shareholdings, and residence addresses of those elected.

Report of non-holding of election. If no election is held, the secretary must report that fact and the reasons to the SEC within thirty (30) days from the date of the scheduled election. The report must also specify a new election date, which cannot be later than sixty (60) days from the scheduled date.

Report of cessation from office. If a director, trustee, or officer dies, resigns, or otherwise ceases to hold office, the secretary — or the director, trustee, or officer concerned — must report that fact in writing to the SEC within seven (7) days from knowledge of it.

These deadlines are fixed by statute. Missing them exposes the corporation to administrative consequences, so the secretary should calendar them immediately after every organizational meeting.

Certification of amendments to the articles of incorporation

Section 15 requires that amendments to the articles of incorporation be submitted to the SEC with a copy duly certified under oath by the corporate secretary and a majority of the directors or trustees. The certification must state that the amendments were duly approved by the required vote of the stockholders or members.

This makes the secretary a gatekeeper for corporate changes. Before signing the certification, the secretary should confirm that the amendment was approved by a majority vote of the board and by the vote or written assent of stockholders representing at least two-thirds (2/3) of the outstanding capital stock — or, for a nonstock corporation, by a majority of the trustees and at least two-thirds (2/3) of the members.

Calling special meetings of stockholders

The secretary also has a role in removing directors or trustees. Under Section 27, a special meeting of stockholders or members for the purpose of removing a director or trustee must be called by the secretary on order of the president, or upon written demand of stockholders representing or holding at least a majority of the outstanding capital stock, or a majority of the members entitled to vote.

If there is no secretary, or if the secretary, despite demand, fails or refuses to call the special meeting or to give notice of it, the stockholder or member signing the demand may call the meeting directly. The secretary's refusal to act is therefore not a dead end — but it is a serious compliance failure.

Frequently asked questions

Does the corporate secretary need to be a Filipino citizen? Yes. Section 24 of the Revised Corporation Code requires the corporate secretary to be a citizen and resident of the Philippines.

Can the president also be the corporate secretary? No. Under Section 24, no one shall act as president and secretary at the same time, unless otherwise allowed in the Code.

How many days does the secretary have to report the election of officers to the SEC? Within thirty (30) days after the election of the directors, trustees, and officers, under Section 25.

Practical takeaways

• The corporate secretary must be a Philippine citizen and resident, and cannot simultaneously serve as president.
• Election results for directors, trustees, and officers must be reported to the SEC within thirty (30) days.
• A non-held election must be reported within thirty (30) days, with a new date set no later than sixty (60) days from the scheduled date.
• Death, resignation, or cessation of a director, trustee, or officer must be reported in writing within seven (7) days from knowledge.
• Amendments to the articles of incorporation require the secretary's sworn certification that the required votes were obtained.

Primary sources

The rules discussed above are drawn from the following primary sources, as published in the Official Gazette and the national statute book.

• REPUBLIC ACT NO. 11232 - AN ACT PROVIDING FOR THE REVISED CORPORATION CODE OF THE PHILIPPINES

This article is general information and not legal advice. For your specific situation, consult a lawyer or ask ASG Legal AI.