What Are the Increased Fines for Corporate Perjury?

Introduction

Corporate officers and corporate secretaries often sign General Information Sheets (GIS), certifications, affidavits, and other documents submitted to the Securities and Exchange Commission (SEC). When a person knowingly makes a false statement under oath on a material matter, the act may constitute perjury under Article 183 of the Revised Penal Code, as amended by R.A. No. 11594.

The financial consequences are substantially higher than under the former version of Article 183. However, a corporate secretary does not become criminally liable merely because a corporate document contains an error. The prosecution must establish the statutory elements of perjury, including a deliberate and material falsehood made under oath before a person authorized to administer oaths.

Which Law Increased the Penalties for Perjury?

The principal amendment to Article 183 is found in R.A. No. 11594, not R.A. No. 10951. R.A. No. 11594 increased the penalty for perjury and added a fine of up to ₱1,000,000. It also provides an additional consequence when the offender is a public officer or employee: the penalty is imposed in its maximum period, together with perpetual absolute disqualification from holding an appointive or elective government position.

R.A. No. 10951 is not the provision identified in the supplied authorities as the amendment that increased the penalty under Article 183. Accordingly, references to “Article 183 under R.A. No. 10951” should be checked and corrected where the intended subject is the present penalty for perjury.

What Does Article 183 Penalize?

As amended, Article 183 punishes a person who knowingly makes an untruthful statement on a material matter while testifying under oath or executing an affidavit before a competent person authorized to administer an oath, in cases where the law requires an oath.

The provision covers two distinct situations: false testimony under oath in a proceeding other than a criminal or civil case, and the execution of a false affidavit. The Supreme Court recognized this distinction in Union Bank of the Philippines, et al. v. People of the Philippines, G.R. No. 192565, 2012.

What Are the Elements of Perjury?

For a prosecution based on a false GIS or similar sworn corporate document, the following matters generally must be shown:

• A sworn statement or affidavit: The accused made the statement under oath or executed an affidavit.
• Authority to administer the oath: The oath was taken before a competent officer authorized to administer it.
• A material falsehood: The statement concerned a matter capable of affecting the proceeding, filing, or legal determination involved.
• Knowledge of falsity: The accused knew that the statement was untrue when it was made.
• A legal requirement for the oath: The law required the sworn statement or affidavit in the circumstances.

Mere inaccuracy, negligence, misunderstanding, or clerical error is not enough. In Monfort III, et al. v. Salvatierrra, et al., G.R. No. 168301, 2007, the Supreme Court explained that perjury requires a willful and deliberate assertion of a falsehood. An honest mistake or good-faith belief in the truth of the statement negates the required criminal intent.

How Do the Increased Penalties Apply?

R.A. No. 11594 amended Article 183 by imposing the penalty of prision mayor in its minimum period for the offense. The provision also imposes a fine not exceeding ₱1,000,000.

If the offender is a public officer or employee, the penalty is imposed in its maximum period. The law further imposes perpetual absolute disqualification from holding any appointive or elective position in the government, or in any government agency, entity, or instrumentality.

The public-officer enhancement does not automatically apply to a private corporate secretary merely because the person holds a corporate office. The accused’s status and the circumstances of the offense must be examined under the statute and the evidence.

Does the Corporate Secretary Automatically Become Liable?

No. Signing a GIS does not, by itself, establish perjury. The prosecution must prove that the corporate secretary personally made or adopted the false statement, that the statement was material, and that it was made knowingly and willfully.

A corporate secretary may rely on information supplied by directors, officers, or authorized representatives in appropriate circumstances. That reliance, however, is not an absolute defense. If the evidence shows that the secretary knew the information was false, deliberately ignored an obvious falsehood, or certified a statement despite actual knowledge of its inaccuracy, criminal exposure may arise.

The facts surrounding the preparation and signing of the GIS are therefore important. Relevant matters may include who supplied the information, who prepared the document, whether supporting corporate records were available, whether the secretary raised objections, and whether the secretary had a duty to verify the specific representation.

How Does the Revised Corporation Code Relate to False Certifications?

The Revised Corporation Code of the Philippines, R.A. No. 11232, separately penalizes certain false corporate certifications and reports. Section 162 covers a person who willfully certifies a report required under the Code while knowing that it contains incomplete, inaccurate, false, or misleading information.

Section 162 imposes a fine ranging from ₱20,000 to ₱200,000. If the wrongful certification is injurious or detrimental to the public, the auditor or responsible person may also be subjected to a fine ranging from ₱40,000 to ₱400,000.

These penalties are distinct from the criminal penalty for perjury under Article 183. The same conduct may raise issues under more than one law, but the elements, statutory requirements, and available defenses must be separately assessed. Section 163 of R.A. No. 11232 may also apply to an independent auditor who colludes with corporate directors or representatives in certifying materially inaccurate or fraudulent financial statements.

When May False Corporate Disclosures Also Involve Fraudulent Registration?

Section 164 of R.A. No. 11232 addresses obtaining corporate registration through fraud. Persons responsible for forming a corporation through fraud, or those who directly or indirectly assist in doing so, may be fined from ₱200,000 to ₱2,000,000. If the violation is injurious or detrimental to the public, the fine increases to between ₱400,000 and ₱5,000,000.

Section 164 is not identical to perjury. A false statement in a GIS does not automatically establish that corporate registration was obtained through fraud. The prosecution must identify the specific fraudulent act and establish its connection with the corporation’s formation or registration.

Where Is a False GIS Perjury Case Filed?

For perjury committed through a false affidavit, venue generally lies where the affidavit was subscribed and sworn to before the competent officer. The offense is completed when the false affidavit is executed under oath.

In Union Bank of the Philippines, et al. v. People of the Philippines, G.R. No. 192565, 2012, the Supreme Court held that the situs of the oath is the place where the offense was committed when the charge concerns the making of a false affidavit. The place where the document is later submitted may be relevant in other factual settings, particularly where the charge concerns testimony or a written sworn statement submitted in lieu of testimony.

Thus, if a GIS was signed and notarized in one city but submitted to an SEC office in another city, the proper venue depends on the specific act alleged in the Information. The filing location alone does not always determine venue.

When Does Prescription Begin to Run?

The applicable prescriptive period depends on the offense charged and the penalty provided by the governing law. Under the former penalty discussed in Department of Finance-Revenue Integrity Protection Service v. Office of the Ombudsman, et al., G.R. No. 236956, 2021, perjury under Article 183 was treated as punishable by a correctional penalty and subject to a ten-year prescriptive period under Article 90 of the Revised Penal Code.

The decision further explained that, for a false SALN, the period is reckoned from filing because the alleged perjury is consummated upon filing and the document is then available for review. The precise effect of the later amendment under R.A. No. 11594 should be assessed based on the date of the alleged offense, the applicable rule on retroactivity, and the penalty legally applicable at the time.

Prescription must therefore be analyzed carefully. Counsel should obtain the date of signing, notarization, filing, discovery, and initiation of proceedings, rather than relying only on the date when the SEC or complainant detected the alleged falsehood.

What Evidence Is Important in a False GIS Case?

A complainant will ordinarily need to establish the contents of the questioned GIS, the fact that it was sworn to, the authority of the administering officer, and the falsity and materiality of the representation. Evidence may include the original or certified GIS, notarial records, corporate minutes, stock and transfer books, board resolutions, SEC filings, correspondence, and testimony from persons involved in preparing the document.

The defense should examine whether the alleged falsehood is truly material and whether the accused personally knew it to be false. It should also determine whether the document contains a typographical or administrative error, whether the accused signed in a representative capacity, and whether the statement was based on records or information supplied by another officer.

Illustrative Scenarios

Scenario one: Deliberate misstatement. A corporate secretary signs a GIS stating that a person was elected director, despite knowing from the minutes and attendance records that no such election occurred. If the representation is material and the other elements are established, the act may support a perjury charge.

Scenario two: Reliance on inaccurate corporate records. A secretary prepares a GIS from board-approved records that later prove inaccurate, without knowledge of the defect. The absence of deliberate knowledge may defeat the perjury charge, although other corporate or regulatory issues may remain.

Scenario three: False certification required by the Corporation Code. A responsible person knowingly certifies a report required under R.A. No. 11232 despite knowing that it contains false information. Section 162 may apply independently of whether the facts also satisfy Article 183.

Recommended Compliance Measures

Corporate secretaries and officers should preserve the records used to prepare each GIS and require written confirmation from responsible directors or officers for representations outside the secretary’s direct knowledge. Material changes in ownership, directorship, officers, and corporate addresses should be checked against minutes, resolutions, and other official records before signing.

Before executing a sworn corporate document, the signatory should identify each factual representation, confirm its source, record any qualification or unresolved discrepancy, and avoid signing a document that contains a known falsehood. If an error is discovered after filing, the corporation should promptly obtain legal advice on correction, disclosure, and possible exposure under the Revised Corporation Code and the Revised Penal Code.

Conclusion

The present increased fine for perjury comes from R.A. No. 11594, which amended Article 183 of the Revised Penal Code and raised the penalty, including a fine of up to ₱1,000,000. A corporate secretary who signs a false GIS may face liability only when the prosecution proves a material and deliberate falsehood made under oath, together with the other statutory elements.

False corporate certifications may also implicate Sections 162 to 164 of R.A. No. 11232, but those provisions create separate offenses with different elements and fines. The safest course is careful verification, preservation of source records, prompt correction of discovered errors, and individualized legal assessment before signing or submitting any sworn corporate disclosure.

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