Corporate Secretarial Services in the Philippines
We provide Corporate Secretarial or Corporate Housekeeping services to local and foreign companies in the Philippines to assist in the proper documentation of minutes of board meetings, maintenance of corporate books and records, and compliance with regulatory requirements from appropriate government agencies.
At present, our business consultants act as Corporate Secretaries to hundreds of companies in the Philippines. They serve as strategic officers of the corporation and are in charge of safekeeping the company’s official seal, important documents, and board resolutions.
Our Corporate Secretarial Services
Our Corporate Secretarial services include the following:
- prepare minutes of meetings of the Board of Directors and Shareholders;
- keep corporate seal and affix it to all papers and documents requiring a seal;
- attend to the giving and serving of all notices of the company;
- document and report constitutional changes, changes in the company name, principal address, financial year, increase in capital stock, etc.;
- prepare and file annual General Information Sheet (GIS) or any amendment with the Securities and Exchange Commission (SEC);
- document simple share transfers, reversions of trust, and issuance of shares;
- maintain stock and transfer books;
- certify corporate acts, countersign corporate documents or certificates, and make reports or statements as may be required by law or government rules and regulations;
- act as inspector at the Election of Directors; and
- other applicable corporate housekeeping services.
Responsibilities of a Corporate Secretary
A Corporate Secretary is required to be both a resident and citizen of the Philippines. Under the law, they are required to document minutes of board meetings and ensure actions of the board during such meetings are acted in good faith and in accordance with the law. Subject to the specific by-laws of the corporation, they can be granted other duties and responsibilities (provided they are under the bounds of law and accepted practice).
Scheduling and Documenting Board Meetings
The primary duty of a Corporate Secretary is to schedule board meetings, comply with meeting notice requirements, and document the minutes of each meeting to maintain the integrity and validity of such meetings. They must also document changes to the share capital and election and resignation of directors.
They are required to arrange a set of board meetings for the current year and put the Board of Directors on notice before each meeting. If appropriate, they may organize the venue, lodging, transportation, and food for the meetings.
Corporate Secretaries are also tasked with maintaining the records and books of the corporation. More than a timekeeper, they must organize and secure the documents of the corporation, such as but not limited to the following:
- registration certificates
- the annual General Information Sheet (GIS)
- board resolutions
- stock and transfer books
- records of the stocks issued
- minutes of all board meetings (whether routine or non-routine)
Corporate Secretaries also act as the inspector during a corporation’s Election of Directors. They are responsible for ensuring the proper conduct of the election by performing or supervising the exercise of the following:
- determination of the number of shares of stocks;
- existence of a quorum;
- validity and effect of proxies;
- addressing of issues and questions regarding the right to vote;
- counting and tabulation of all votes, ballots or consents; and
- announcement of election results.
Also, since meeting minutes must accurately describe the final decisions of the board for a particular meeting, their dissemination and implementation must be properly executed. Corporate Secretaries are the officers of the corporation expected to effectively communicate the resolutions of the Board to concerned parties. A certificate from the Corporate Secretary is often required as proof that the Board issued a resolution.
Moreover, subject to the designation of the company’s President, the Corporate Secretary can act as an advisor to the Board of Directors. They can advise the Board on their individual duties and responsibilities and offer recommendations on corporate governance.