--- title: Corporate Secretary description: Why every Philippine corporation needs one, why the seat must be held by a resident Filipino, and how Korp provides it. section: Compliance & services slug: corporate-secretary updated: 2026-07-08 source: https://docs.korp.ph/corporate-secretary format: text/markdown --- # Corporate Secretary > Why every Philippine corporation needs one, why the seat must be held by a resident Filipino, and how Korp provides it. Last updated: 2026-07-08 · [HTML version](https://docs.korp.ph/corporate-secretary) · Korp Docs 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](https://calendar.app.google/khab5J3GVK3csjo98). ## 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 `status:certificate_requested` to `status: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.