Every Philippine corporation — including those that are 100% foreign-owned — must appoint a corporate secretary. This is a statutory requirement under the Revised Corporation Code (Republic Act 11232), not optional housekeeping.
Who qualifies as corporate secretary
The corporate secretary must be a citizen and resident of the Philippines. Foreign nationals cannot hold this role, regardless of their equity stake or seniority in the company. For foreign founders and investors, this means appointing a qualified Filipino individual or a professional services firm.
What the corporate secretary is responsible for
- Board minutes and resolutions: preparing, certifying, and maintaining records of all board and stockholder meetings
- Stock and transfer book: maintaining the register of shareholders and recording all transfers of shares
- GIS filing: preparing and filing the General Information Sheet annually with the SEC (deadline: within 30 calendar days of the annual stockholders’ meeting)
- Notifications and notices: issuing formal notices for meetings and serving as the SEC’s point of contact for the company
- Regulatory correspondence: receiving and responding to SEC notices and orders
- Statutory registers: maintaining the corporate books as required by law
Why this matters for foreign owners
Foreign entrepreneurs often underestimate the corporate secretary role. A missed GIS filing, an improperly documented board resolution, or a share transfer not recorded in the stock book can create problems at the bank, at the SEC, or in due diligence when you want to exit. Getting it right from the start is cheaper than fixing it later.
Annual filing obligations
The GIS and Audited Financial Statements (AFS) are the two main SEC filings a Philippine corporation must make each year. The corporate secretary coordinates the GIS; the AFS is prepared by an external auditor. Both feed into your ongoing compliance calendar, alongside the BIR and the LGU business permit renewal every January.
See corporate compliance for the full ongoing-obligations picture.
The Chamberlain secretarial service
We provide a qualified Philippine corporate secretary as part of our compliance retainer. Everything is documented, filed on time, and available when you need it — whether that’s a board resolution for a bank, a certified true copy for a government application, or an SEC filing.
Book a consultation or see transparent pricing for what’s included.
Frequently asked questions
Does a Philippine corporation need a corporate secretary?
Yes. The Revised Corporation Code of the Philippines requires every domestic corporation to appoint a corporate secretary. The corporate secretary must be a citizen and resident of the Philippines.
What does a corporate secretary do in the Philippines?
The corporate secretary keeps the stock and transfer book, prepares and certifies board resolutions and minutes, files the General Information Sheet (GIS) with the SEC, and handles other statutory corporate governance functions.
Can a foreign-owned company appoint Chamberlain as corporate secretary?
Yes. Chamberlain provides corporate secretarial services to foreign-owned Philippine companies as part of our compliance retainer or as a standalone engagement.