Corporate Secretary

Every Philippine corporation is required to have a Corporate Secretary. It's not an optional hire or a nice-to-have — it's one of the officers the law says your company must elect right after incorporation, and it comes with a qualification rule that directly affects foreign founders: you can own the company outright, but you cannot hold this seat yourself.

Here's what the role is, who can hold it, and how we handle it.

Korp provides the Corporate Secretary today — it's part of your setup from day one. We're also building it into your dashboard, so you'll soon request certificates and track filings there. Questions in the meantime? Talk to an expert.

Why every corporation needs one#

The Revised Corporation Code requires a corporation to elect its officers — including a Corporate Secretary — immediately after incorporation. The appointment is reported to the SEC in the company's first General Information Sheet (GIS), filed within 30 days of the organizational meeting. A company without a qualified Corporate Secretary isn't fully organized in the SEC's eyes.

The qualification rule#

This is the part that matters most for foreign founders: the Corporate Secretary must be both a Filipino citizen and a resident of the Philippines. Both conditions, not one or the other.

• A 100% foreign-owned company still needs a resident Filipino as its Corporate Secretary.
• A foreign national living in the Philippines does not qualify — residency alone isn't enough.
• The SEC cannot waive this requirement.

How it compares to other roles#

The other officer rules are looser. The Treasurer must be a resident of the Philippines but doesn't have to be a citizen. And the old rule requiring a majority of directors to be residents was removed by the Revised Corporation Code. The Corporate Secretary is the one seat reserved for a resident Filipino.

One structural rule to know: the same person can hold multiple officer roles, except that no one can serve as President and Corporate Secretary at the same time.

What the Corporate Secretary actually does#

The role is the custodian of the company's official records and the person who makes corporate decisions provable on paper:

• Keeps the corporate records — the minutes book, the stock and transfer book, and the corporate seal
• Prepares minutes of board and stockholders' meetings
• Certifies board resolutions and issues secretary's certificates — the documents banks, counterparties, and government offices ask for to confirm the board actually authorized something
• Handles SEC filings, including the annual GIS

Why it matters for foreign-owned companies#

You can own and run the company, but you can't be its secretary. Appointing someone ineligible — or leaving the seat effectively vacant — is one of the more common early missteps, and it surfaces at inconvenient moments: opening a bank account, certifying a board resolution, or filing the GIS. Routine transactions stall because there's no qualified officer to sign.

How Korp handles it#

We provide the Corporate Secretary as part of your setup. The first 3 months are included in your package; after that, the service is PHP 27,000 per quarter.

The scope covers:

• Preparing and filing the GIS, including the annual stockholders' and board meeting minutes
• Issuing standard secretary's certificates
• One instance per quarter of legal support — additional queries, agreement review, or transaction-specific certificates

What you'll see in your dashboard#

A preview of what we're building. The service itself is available today — requests currently go through our team directly.

Corporate Secretary work will live in your dashboard as a service you can call on, rather than a process you track once:

• Request a secretary's certificate — pick what needs certifying (a board resolution, signing authority, company details), and track the request from certificate requested to certificate issued, with the signed document landing in your dashboard.
• See your GIS status — the annual filing and its deadline, tracked with the same status pills as your other filings, so you know it's handled without asking.
• Use your quarterly legal support — raise your included instance (a query, an agreement review, a transaction-specific certificate) and see its progress.
• Browse your corporate records — minutes and certificates issued through Korp, kept in one place alongside your SEC and BIR documents.