Changing the Corporate Secretary of a corporation in the Philippines is a formal process governed by the Revised Corporation Code (RCC) and various Securities and Exchange Commission (SEC) memorandums. Because the Corporate Secretary is a mandatory officer who must be a Filipino citizen and a resident of the Philippines, any change in this position must be reported promptly to ensure the corporation remains in good standing.

Here is a comprehensive legal guide on the procedure, requirements, and implications of changing a Corporate Secretary.

1. Legal Basis and Qualifications

Under Section 24 of the Revised Corporation Code, the Board of Directors must elect a Corporate Secretary after the incorporation of the company.

Qualifications for a Corporate Secretary:

Must be a natural person.
Must be a Filipino citizen.
Must be a resident of the Philippines.
Cannot be the President of the same corporation simultaneously (to maintain checks and balances).

2. The Step-by-Step Process

I. Board Meeting and Resolution

The change begins with the Board of Directors. The board must convene a meeting where a quorum is present to accept the resignation of the outgoing Secretary and/or elect a successor.

Action: Pass a Board Resolution appointing the new Corporate Secretary.
Documentation: The minutes of the meeting must reflect this change.

II. Execution of the Secretary’s Certificate

Since the Corporate Secretary is usually the one who certifies board actions, the outgoing Secretary (if still cooperative) or the newly elected Secretary must execute a Secretary’s Certificate attesting to the board resolution.

[!IMPORTANT] If the previous Secretary is unavailable or has been removed for cause, the Assistant Corporate Secretary or a Director may sometimes be required to sign the initial notices, though the SEC generally accepts the certification of the newly appointed officer.

III. Filing the Amended General Information Sheet (GIS)

The most critical regulatory step is updating the SEC records. This is done by filing an Amended General Information Sheet (GIS).

Rule: Per SEC regulations, any change in the composition of the Board or Officers must be reported within thirty (30) days from the date the change occurred.
Submission: The Amended GIS must be submitted via the SEC Electronic Simplified Processing of Agricultural Corporations (eSPARC) or the Electronic Filing and Submission Tool (eFAST), depending on the current SEC portal protocols.

3. Documentary Requirements

To successfully update the SEC, the following documents are typically prepared:

Amended General Information Sheet (GIS): Highlight the "Amended" portion specifically for the Change of Officers.
Secretary’s Certificate: A notarized document stating that the Board of Directors met and elected the new Secretary.
Letter of Resignation: While not always required to be uploaded, the corporation should keep the previous Secretary’s resignation letter on file for auditing purposes.
TIN of the New Secretary: The SEC requires the Tax Identification Number (TIN) for all corporate officers.

4. Notice of Resignation (The "Self-Report" Rule)

Under SEC Memorandum Circular No. 6, Series of 2006, if an officer resigns and the corporation fails to file an Amended GIS, the resigning officer may personally file a Notice of Resignation with the SEC. This protects the outgoing Secretary from liabilities arising from corporate actions taken after their departure.

5. Timeline and Penalties

The law is strict regarding the reporting window:

Reporting Period: 30 days from the date of the meeting/appointment.
Late Filing: If the Amended GIS is filed beyond the 30-day window, the corporation will be subject to administrative penalties and fines, which accrue based on the duration of the delay and the retained earnings of the company.

6. Internal Compliance Checklist

Beyond the SEC, changing the Corporate Secretary requires internal housekeeping:

Stock and Transfer Book (STB): The new Secretary must take custody of the STB, as they are the legal custodian of the corporation’s records.
Bank Records: If the Corporate Secretary is a signatory to corporate bank accounts, the banks must be notified with a new Board Resolution and Secretary's Certificate to update the signature cards.
BIR and Local Government: While the SEC is the primary regulator, the Bureau of Internal Revenue (BIR) and the Business Permit office should be updated during the annual renewal or through a formal letter of information if required by the specific revenue district.

Summary Table of Responsibilities

Action	Responsibility	Timeline
Board Election	Board of Directors	At the time of vacancy
Notarization of Certificate	New/Acting Secretary	Immediately after election
SEC Filing (Amended GIS)	New Corporate Secretary	Within 30 days
STB Turnover	Outgoing to Incoming Sec.	Immediately

Would you like me to draft a template for the Secretary’s Certificate required for this appointment?