The General Information Sheet is a document embodying certain information about the corporation which is signed and attested to by the Corporate Secretary and usually filed annually with the SEC.
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This article enumerates the general functions and duties of a Corporate Secretary. Further, this article defines a Secretary’s Certificate as a written document executed by the Corporate Secretary confirming the actions and resolutions of the Board of Directors. When regular on its face, third parties may rely on the Secretary’s Certificate without need of further investigation on the veracity of the facts contained therein.
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This article defines what is a Board Resolution. Corporate powers are exercised by the Board of Directors. A Board Resolution is a formal document which serves as evidence of the actions and matters taken by the directors of the corporation in the meeting duly held.
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This article is about the duties of a Corporate Secretary in corporate meetings. The Corporate Secretary is tasked to send out the notices of meetings, receive proxies, certify the existence of a quorum, note the vote of the directors, ensure the proper holding of the meeting and issue a Secretary’s Certificate to attest to what transpired during the meeting.
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This article talks about the term of existence of a corporation. Pursuant to the Revised Corporation Code, a corporation shall have a perpetual existence, unless its Articles of Incorporation provides otherwise. The existence of a corporation may be affected by shortening the corporate term, voluntary and involuntary dissolution.
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This Article discusses how to conduct board meetings under the Revised Corporation Code. Proper notices must be sent to the directors at least 2 days prior to the board meeting. The Chairman of the Board presides during the meeting and a quorum is necessary to transact corporate business. Directors who cannot attend physically may attend and vote through videoconferencing and other alternative modes of communication.
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A One Person Corporation (”OPC”) may be formed in the Philippines whereby the OPC is composed of a single stockholder who can only be a natural person, trust or estate. Its term of existence is perpetual but in case of a trust or estate, the term shall be co-terminous with the existence of the trust or estate.
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