In the Philippine corporate landscape, the General Information Sheet (GIS) is the definitive annual record of a corporation’s internal structure. While often viewed as a mere administrative requirement, the GIS is a sworn document. When a Corporate Secretary certifies false information within it, they expose themselves to criminal prosecution for Perjury under the Revised Penal Code (RPC), specifically Article 183.

I. The Nature of the GIS and the Duty of the Secretary

The GIS is required by the Securities and Exchange Commission (SEC) to monitor corporate ownership, board composition, and executive officers. Under SEC regulations and the Revised Corporation Code (RCC), the Corporate Secretary is the custodian of corporate records.

By signing the GIS, the Secretary certifies under oath that:

The matters contained therein are true and correct.
The data reflects the entries in the corporate books.
The submission complies with the SEC’s reporting requirements.

II. Elements of Perjury in the Context of GIS

To successfully prosecute a Corporate Secretary for perjury based on a GIS submission, the following four elements must be proven beyond reasonable doubt:

A Sworn Statement: The GIS must be a statement made under oath. Since the SEC requires the GIS to be notarized, this element is inherently satisfied.
Made Before a Competent Officer: The statement must be made before a person authorized to administer oaths (usually a Notary Public).
Willful and Deliberate Assertion of a Falsehood: This is the mens rea of the crime. The Secretary must have stated something false or omitted a material fact they were legally required to state, knowing it to be false or having no honest belief in its truth.
The Falsehood is Material: The false entry must relate to a matter required by law. In a GIS, material facts include the identities of stockholders, the amount of capital stock subscribed/paid-up, and the names of elected directors or officers.

III. Common Grounds for Filing

Most perjury cases against Corporate Secretaries stem from intra-corporate disputes where the GIS is used as a tool to exclude "hostile" shareholders or directors.

Exclusion of Legitimate Shareholders: Intentionally omitting a shareholder from the GIS list despite their ownership being recorded in the Stock and Transfer Book (STB).
Inclusion of "Dummy" Directors: Listing individuals as directors who were never actually elected or who do not own at least one share of stock in their own name.
Misrepresentation of Subscription Status: Falsifying the amount of paid-up capital to give the illusion of financial liquidity or compliance with minimum capital requirements.
Unauthorized Signatories: Filing a GIS signed by a person claiming to be the Secretary when a different individual is recognized in the corporate books.

IV. The "Defense of Good Faith" and Its Limits

Corporate Secretaries often defend against perjury charges by claiming they merely relied on the instructions of the Board of Directors or the President. However, Philippine jurisprudence generally holds that:

The Secretary has an independent duty to verify. Because the Secretary is the custodian of the Stock and Transfer Book, they cannot claim "good faith" if the GIS they signed directly contradicts the STB. Reliance on a superior's order is not a valid defense if the Secretary had access to the records proving the information was false.

V. Legal Consequences and Penalties

Under Republic Act No. 11594, which amended Article 183 of the RPC in 2021, the penalties for perjury have been significantly increased:

Imprisonment: Prision mayor in its minimum period to prision mayor in its medium period (6 years and 1 day to 10 years).
Fine: A fine not exceeding may be imposed.
Administrative Sanctions: Apart from criminal liability, the SEC may impose administrative fines or disqualify the individual from serving as an officer or director in any corporation.
Notarial Liability: If the Secretary is also a lawyer, a conviction for perjury involves "moral turpitude," which is a ground for disbarment or suspension from the practice of law.

VI. Procedural Steps for Filing

Demand for Correction: While not strictly required for the crime, a formal demand to the Secretary to correct the GIS can help establish "willfulness" if they refuse to rectify the falsehood.
Filing the Complaint: The aggrieved party files a Complaint-Affidavit for Perjury before the Office of the City or Provincial Prosecutor where the GIS was notarized or where the SEC office is located.
Evidence: The complainant must present the "falsified" GIS alongside the "correct" corporate records (e.g., the Stock and Transfer Book, Minutes of Meetings, or Deeds of Sale) to prove the assertion of falsehood.

Summary Table: GIS vs. Perjury

Element	Application to GIS
Legal Requirement	Required by the Revised Corporation Code and SEC.
The "Lie"	Discrepancy between GIS and the Stock and Transfer Book.
The "Oath"	The Mandatory Notarial Certificate at the end of the GIS.
Liability	Personal and criminal liability for the Secretary; cannot be shifted to the Corporation.