Home › Company secretary

Learn more about Company Secretary in Philippines

Needs change at different stages of a company’s life, and these changes necessitate adaptation. The administration and modification of a company, on the other hand, can become cumbersome and burdensome, which is why the Companies Act requires every corporation to appoint a company secretary. The corporate secretary is in charge of ensuring that the firm follows all applicable laws and regulations. In addition, the Corporate Secretary. informs the directors of their legal obligations to the company. The Companies Code establishes the legal framework in which the secretary and directors must function. The compliance officer of the firm is the Corporate Secretary. Themis Partner Company Secretary help you to ensure full compliance and consitency regarding your activities.

Table of contents


What is a Company Secretary?

In the Philippines, a company secretary is an officer of a corporation who is responsible for ensuring that the firm complies with legal and regulatory requirements, managing corporate governance and board support, maintaining accurate record-keeping and document management, and facilitating communication with shareholders and stakeholders. The corporate secretary plays a critical role in protecting the legal and financial interests of the company and ensuring that it operates in a responsible and transparent manner. The corporate secretary. must possess a wide range of technical and soft skills, as well as meet certain educational requirements, to effectively carry out their duties.

What is the importance of a Company Secretary?

The importance of a Company Secretary in the Philippines cannot be overstated. The corporate secretary serves as the company’s compliance officer, ensuring that the firm operates in accordance with legal and regulatory requirements. The Company Secretary also assists the Board of Directors in the proper governance of the company and helps to safeguard the company’s legal and financial interests.

Furthermore, the corporate secretary plays a vital role in maintaining accurate record-keeping and document management, which is essential in providing transparency and accountability to the company’s stakeholders. Effective communication with shareholders and stakeholders is also a key responsibility of the corporate secretary, helping to build trust and maintain positive relationships with those who have a vested interest in the firm’s success.

What does a Company Secretary do in the Philippines?

In the Philippines, a corporate secretary is responsible for a wide range of duties, including:

➤ Ensuring compliance with legal and regulatory requirements: The corporate secretary ensures that the company operates in compliance with legal and regulatory requirements, including filing reports and meeting other obligations under Philippine law.
➤ Corporate governance and board support: The corporate secretary assists the Board of Directors in the proper governance of the company, providing advice and guidance on legal and regulatory matters, and ensuring that the Board operates in accordance with best practices.
➤ Record-keeping and document management: The Company Secretary is responsible for maintaining accurate records and managing documents related to the company's operations, including minutes of meetings, shareholder records, and other important documents.
➤ Shareholder and stakeholder communication: The corporate secretary facilitates communication with shareholders and stakeholders, providing information on the company's operations and addressing any concerns or questions that may arise.
➤ Advising on legal and regulatory matters: The corporate secretary provides advice and guidance on legal and regulatory matters, including compliance with laws and regulations, corporate governance, and other issues related to the company's operations.

How to find the right Company Secretary for your business?

Finding the right corporate secretary for your business in the Philippines can be a crucial decision for the success of your company. Here are some steps you can follow to help you find the right candidate:

1. Understand the Role of a Company Secretary: The corporate secretary is responsible for ensuring that your business complies with all legal and regulatory requirements. They are also responsible for maintaining the company’s records, managing the company’s meetings, and keeping up with the company’s filings. Understanding the role will help you identify the necessary qualifications for the job. The corporate secretary plays a crucial role in ensuring the well-being of a company’s Accounting and Intellectual Property protection by managing important documents such as patent filings, trademark registrations, payslips, and general receipts necessary for the company’s operation.

2. Identify the Necessary Qualifications: Look for candidates who have the necessary qualifications such as a bachelor’s degree in business or a related field, experience in corporate governance, familiarity with regulatory requirements, and excellent communication skills.

3. Ask for Referrals: Ask your business associates or colleagues if they can refer you to any good Company Secretaries. Personal referrals can be very helpful in finding the right candidate.

4. Advertise the Position: You can also advertise the position on job sites, social media, or professional networks. Be sure to include the necessary qualifications and job responsibilities in the advertisement.

5. Conduct Interviews: Once you have received applications, conduct interviews to assess the candidates’ qualifications and suitability for the role. Ask questions about their experience, their understanding of corporate governance and regulatory requirements, and their communication skills.

6. Check References: Always check the candidate’s references to verify their experience and qualifications. This will help you ensure that you are hiring a competent and trustworthy corporate secretary.

Finding the right corporate secretary for your business in the Philippines requires careful consideration of the candidate’s qualifications and experience. With the right candidate, you can ensure that your business is compliant with all legal and regulatory requirements, and that your meetings and filings are managed efficiently.

What are the legal requirements for Company Secretaries in the Philippines?

In the Philippines, Company Secretaries are appointed to ensure that companies comply with legal and regulatory requirements. They play a crucial role in ensuring that the company operates in accordance with Laws and Regulations. Here are some of the legal requirements for corporate secretary in the Philippines:

➤ Qualifications: A Company Secretary must be a natural person and a Filipino citizen, at least 18 years old, and with no criminal record. They should also have the necessary educational and professional qualifications, such as a degree in business or a related field and relevant work experience.
➤ Registration: A corporate secretary must be registered with the Securities and Exchange Commission (SEC) and must obtain a certificate of accreditation from the SEC. The certificate of accreditation is issued to individuals who have passed an examination on corporate governance, regulatory compliance, and related topics.
➤ Fiduciary Duty: Company Secretaries have a fiduciary duty to the company and its shareholders. This means they must act in the best interests of the company and exercise due diligence, loyalty, and care in carrying out their duties.
➤ Maintenance of Records: Company Secretaries are responsible for maintaining the company's records and keeping them up-to-date. These records include the company's articles of incorporation, by-laws, minutes of meetings, and other relevant documents.
➤ Attendance in Meetings: Company Secretaries are required to attend meetings of the board of directors and ensure that proper documentation is maintained. They are responsible for taking minutes of meetings, keeping track of resolutions, and ensuring that decisions are implemented.
➤ Compliance with Laws and Regulations: Corporate Secretary are responsible for ensuring that the company complies with all legal and regulatory requirements. They must be familiar with the laws and regulations applicable to the company and ensure that the company's activities are in compliance with these requirements.

In summary, a Company Secretary in the Philippines is required to have the necessary qualifications, be registered with the SEC, have a fiduciary duty to the company, maintain records, attend meetings, and ensure compliance with laws and regulations. These requirements ensure that the corporate secretary is qualified, trustworthy, and able to carry out their duties effectively.

What are the qualifications and skills required for a Company Secretary?

A corporate secretary plays an important role in ensuring that a business complies with legal and regulatory requirements. Therefore, they need to have the necessary qualifications and skills to carry out their duties effectively.

1. Qualifications

➤ A corporate secretary must have a degree in business, commerce, or a related field. Additionally, they must have relevant work experience, such as in corporate governance, regulatory compliance, or related fields. They must also be a Filipino citizen, at least 18 years old, and have no criminal record.

2. Skills

➤ A corporate secretary must have excellent communication skills to effectively communicate with the board of directors, stakeholders, and government agencies. They must also be highly organized and detail-oriented to ensure that records and documentation are maintained accurately and up-to-date. Additionally, they must have strong analytical and problem-solving skills to interpret and apply laws and regulations, and identify and address compliance issues. Furthermore, they must have a strong sense of ethics and integrity to carry out their fiduciary duties in the best interests of the company and its shareholders.

Share information

Ready to get started ?

Stay compliant and file any company updates swiftly and accurately.

Request a quote