Corporate Secretary Agreement (Philippines)

A Corporate Secretary Agreement in the Philippines establishes how the company is to be constituted or managed and the rights attaching to its shares or offices.

Under Section 24 of the Revised Corporation Code (RA 11232), every Philippine corporation is required to have a Corporate Secretary who must: (1) be a citizen and resident of the Philippines; (2) keep all records, including the books of minutes and the stock transfer book, and the stock and transfer book; (3) attend all meetings of the board and all meetings of stockholders or members as ex-officio secretary and record the minutes; (4) be the custodian of corporate records; (5) keep the corporate seal; (6) countersign certificates of stock; and (7) perform such other duties as may be assigned by the board of directors. The Corporate Secretary is NOT required to be a lawyer under the Revised Corporation Code, although in practice many large corporations and publicly listed companies appoint lawyers or law firms as Corporate Secretaries because of the legal nature of the role.

The Corporate Secretary plays a central role in Securities and Exchange Commission (SEC) compliance. Key SEC filings for which the Corporate Secretary bears primary responsibility include: the General Information Sheet (GIS) filed annually within 30 days of the annual meeting (for domestic stock corporations) or within 30 calendar days from incorporation (for new corporations) under SEC Memorandum Circular No. 28 (2020); annual financial statements filed with the SEC's EDGAR system; amendments to the Articles of Incorporation and By-Laws; SEC reports on material transactions required of publicly listed corporations under the Securities Regulation Code (RA 8799); and corporate disclosures required by SEC Memorandum Circulars.

For Bureau of Internal Revenue (BIR) compliance, the Corporate Secretary's attendance at board meetings where dividend declarations, capital increases, or major transactions are approved creates BIR documentation obligations. Board resolutions approving dividend declarations must be recorded in the minutes before the BIR will recognize the dividend declaration for purposes of dividend withholding tax under Section 28(B)(5)(b) of the NIRC (RA 8424).

Corporate Secretary fees in the Philippines are treated as professional fees subject to creditable withholding tax under BIR Revenue Regulations No. 2-98: 5% CWT if the Corporate Secretary's annual income is PHP 3,000,000 or below, and 10% if above. If the Corporate Secretary is a law firm or professional services company, the 10% CWT rate for corporate professional service providers applies. VAT at 12% applies if the Corporate Secretary is VAT-registered.

The Corporate Secretary agreement should be complemented by a board resolution formally electing the Corporate Secretary to the position, as required by RA 11232, and the election should be disclosed in the GIS submitted to the SEC.

A corporate secretary agreement is needed in the Philippines in all of the following circumstances:

All SEC-Registered Philippine Corporations: Every Philippine corporation — whether stock or non-stock, domestic or foreign-owned, small enterprise or publicly listed — must have a Corporate Secretary. The requirement is statutory under Section 24 of RA 11232. A Corporate Secretary agreement formalizes the appointment, compensation, duties, and term of office of this mandatory officer.

Outsourced Corporate Secretarial Services: Many Philippine small and medium enterprises (SMEs) and foreign-owned corporations (including wholly foreign-owned enterprises or WFOEs operating under the Foreign Investments Act RA 7042) engage professional corporate secretarial service firms — such as accounting firms, law firms, or specialized corporate services providers — to provide outsourced corporate secretary services. The agreement defines the scope of outsourced services (GIS filing, board minutes, SEC filings, registered address services) and the monthly or annual retainer fee.

Change of Corporate Secretary: When a Philippine corporation replaces its Corporate Secretary — due to resignation, retirement, death, disqualification, or change of service provider — a new Corporate Secretary agreement must be executed before or upon the election of the new Corporate Secretary by the board of directors. The old Corporate Secretary must cooperate in the handover of all corporate records, books of minutes, stock transfer books, and corporate seal.

SEC Registration of New Corporations: During the incorporation process for a new Philippine corporation, SEC requires designation of the Corporate Secretary in the Articles of Incorporation. Executing a Corporate Secretary agreement concurrent with SEC registration formalizes the relationship from day one.

Publicly Listed Corporations (PLCs): PLCs listed on the Philippine Stock Exchange (PSE) are subject to additional Corporate Secretary requirements under the Securities Regulation Code (RA 8799), PSE Listing Rules, and the SEC Code of Corporate Governance for Publicly Listed Companies (SEC Memorandum Circular No. 19, 2016). PLCs typically require their Corporate Secretary to hold a law degree and have at least 5 years of relevant experience. The Corporate Secretary agreement for a PLC should specifically address SEC and PSE disclosure obligations and the Corporate Secretary's role in board governance.

A complete Philippines corporate secretary agreement must address the statutory framework of RA 11232, the SEC filing obligations, fee arrangements, confidentiality, and the orderly transition of corporate records.

Parties: Identify the corporation (by its full registered name, SEC registration number, and Tax Identification Number) and the Corporate Secretary (by full name, address, TIN, and PRC license number or Roll of Attorneys number if the Corporate Secretary is a lawyer). If the Corporate Secretary is a professional services firm, identify the firm's SEC registration number and the individual who will serve as the personal representative and attend board meetings.

Appointment and Citizenship: Confirm that the Corporate Secretary is a citizen and resident of the Philippines as required by Section 24 of RA 11232. If a non-Filipino individual is being considered, note that RA 11232 prohibits appointment of non-citizens as Corporate Secretary. Include a representation that the Corporate Secretary holds no positions that create a conflict of interest with the corporation's business.

Statutory Duties Under RA 11232: List all statutory duties under Section 24 of the Revised Corporation Code (RA 11232) including: attending and recording minutes of all board and stockholder meetings; maintaining and updating the stock and transfer book; keeping custody of the corporate seal; countersigning stock certificates; maintaining all corporate records; serving as registered agent; and filing required SEC reports. Include additional corporate governance duties assigned by the board.

SEC Filing Obligations: Enumerate the specific SEC filings for which the Corporate Secretary is responsible: General Information Sheet (GIS) — filed within 30 days of the annual stockholders' meeting or within 30 days from the anniversary of the SEC registration date for non-meeting corporations, under SEC Memorandum Circular No. 28 (2020); annual financial statements with the SEC (for stock corporations); current reports (Form 17-C) and annual reports (Form 17-A) for publicly listed companies under the Securities Regulation Code (RA 8799); and amendments to the Articles of Incorporation and By-Laws. Specify whether the Corporate Secretary's scope includes EDGAR filing access and SEC ESPARC system access.

Board and Stockholder Meetings: Define the Corporate Secretary's meeting administration duties — preparing and sending meeting notices within the required timeframes under RA 11232 (typically 2 weeks for annual meetings; shorter for special meetings if allowed by by-laws), preparing board packages and agendas, attending in person or via video conference (as permitted by RA 11232 for remote meetings), recording and distributing minutes, and certifying board resolutions.

Corporate Records Custodianship: Specify that the Corporate Secretary shall maintain and safeguard the corporation's books of minutes, stock and transfer book, corporate seal, original Articles of Incorporation and By-Laws (as approved by SEC), all SEC certificates and orders, BIR Certificates of Registration, business permits, and government licenses. Define the storage format (physical, electronic, or both) and the parties' obligations upon termination of the agreement.

Professional Fees and BIR Tax Compliance: Specify the fee structure — monthly retainer for ongoing Corporate Secretarial services, additional per-meeting fees for board meetings attended, and fees for special services (extraordinary SEC filings, due diligence support, notarization services). Include BIR withholding tax provisions: the corporation must withhold 5% or 10% CWT from professional fee payments (depending on the Corporate Secretary's annual gross income level) and issue BIR Form 2307 quarterly. Add 12% VAT if the Corporate Secretary is VAT-registered.

Confidentiality: The Corporate Secretary has access to the most sensitive corporate information — board discussions, undisclosed material transactions, strategic decisions, and personal information of stockholders and directors. Include strong confidentiality provisions prohibiting disclosure of confidential information to third parties without board authorization, with exceptions for mandatory SEC, BIR, and court disclosures. The obligation should survive termination for a defined period (typically 5 years).

Term, Resignation, and Succession: Specify the initial term of appointment (aligned with the election cycle — typically 1 year, with annual re-election by the board under RA 11232 Section 24). Include resignation procedures: the Corporate Secretary should provide at least 30–60 days' written notice to allow for orderly succession. Upon resignation or removal, the outgoing Corporate Secretary must: deliver all corporate records, books, and the corporate seal to the board or designated successor; cooperate fully in the transition; and provide a list of all pending SEC filings and deadlines.

Governing Law: The agreement is governed by the Civil Code of the Philippines (RA 386), the Revised Corporation Code (RA 11232), Securities Regulation Code (RA 8799 for PLCs), SEC Memorandum Circulars, and applicable PRC or IBP professional rules if the Corporate Secretary is a PRC-regulated professional or lawyer.

Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. The forms-legal.com Corporate Secretary Agreement (Philippines) template covers the mandatory elements under Revised Corporation Code (RA 11232, 2019).