Service of Summons on Corporations: Who Can Validly Receive It

Service of summons is the crucial first step in any civil case—it is how a court acquires jurisdiction over a defendant. For corporations, the rules specify who may receive summons on the company's behalf. But what happens when a corporation is under a Securities and Exchange Commission (SEC)-appointed management committee? Can an officer still validly receive summons, or must service be made only on the committee? The Supreme Court addressed this in Tyson's Super Concrete, Inc. v. Court of Appeals (G.R. No. 140081, June 23, 2005).

The Case: An Ejectment Suit Against a Corporation in Distress

Tyson's Super Concrete, Inc. leased property from Romana Dela Cruz. When the corporation allegedly failed to pay rent, Dela Cruz filed an ejectment complaint in 1996. By that time, however, the SEC had already created a management committee to run Tyson's due to internal squabbles among stockholders.

The sheriff attempted to serve summons at Tyson's office but failed. Acting on a tip from a security guard, the sheriff located the spouses Elsa Hao Chua (treasurer) and Francis Chua at their residence and served summons on them. Francis Chua—the corporate secretary and a member of the SEC-appointed management committee—signed for the summons.

Tyson's failed to file an answer, and the Metropolitan Trial Court (MeTC) rendered judgment by default. Tyson's later moved to vacate the judgment, arguing that service of summons was invalid because it should have been made on the management committee chairman, not on an individual officer.

The Issue: Who May Receive Summons for a Corporation?

The central question was whether service of summons on Francis Chua—as corporate secretary and management committee member—was valid under Section 13, Rule 14 of the Revised Rules of Court.

That provision allowed service on specified officers of a domestic corporation, including its secretary, agent, or any director. The exact text of the rule is not reproduced in the library consulted for this article, but the Supreme Court's decision in this case quotes and applies it.

The Ruling: Service Was Valid

The Supreme Court ruled in favor of Dela Cruz, affirming the Court of Appeals' amended decision. The Court held that service of summons on Francis Chua was valid for two independent reasons.

First, Francis Chua was the corporate secretary of Tyson's—a person expressly enumerated in Section 13, Rule 14. The Court noted that while the SEC had created a management committee, nothing in the SEC order or in Presidential Decree No. 902-A stripped the corporation's officers of their positions or prohibited service upon them.

Second, even assuming the management committee had effectively supplanted the board of directors, Francis Chua was a member of that committee. As such, he was an "agent" of the corporation within the meaning of Section 13, Rule 14. The Court rejected the argument that only the committee chairman could receive summons, noting that the rules do not make such a distinction.

The Court also addressed a related point: the creation of a management committee does not divest trial courts of jurisdiction over ejectment cases. While P.D. 902-A may suspend proceedings against a distressed corporation, the suspension is not indefinite—especially where the case had already been pending for nearly a decade.

Practical Takeaways

• Service on any enumerated officer is valid. A corporation's president, manager, secretary, cashier, agent, or any director may validly receive summons under Rule 14, Section 13.
• Corporate secretaries count. Even if a corporate secretary is not a director, service on the secretary is valid because the rule expressly includes that position.
• Management committee members are "agents." When an SEC-appointed management committee runs a corporation, its members are considered responsible officers or agents for purposes of service of summons.
• No exclusive recipient rule. Unless the Rules of Court say otherwise, a corporation cannot insist that only one specific officer—like a committee chairman—may receive summons. Internal rules cannot amend the Rules of Court.
• A management committee does not oust court jurisdiction. Courts retain jurisdiction over ejectment and other cases; the committee's existence merely suspends proceedings, and only for so long as the purpose of suspension is served.

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