“Proper Complainant for Theft of Company Property in the Philippines” (A practical guide for HR managers, in-house counsel, law-enforcement officers, and prosecutors)
1. The Statutory Framework
| Provision | Key point for complainant selection |
|---|---|
| Art. 308–310, Revised Penal Code (RPC) | Theft is an offense public in nature; police or any person may report, but the offended party is still the company that owns/possesses the thing stolen. |
| Rule 110, Sec. 3, Rules of Criminal Procedure | A criminal complaint may be filed by (a) the offended party, (b) any peace officer, or (c) a public officer charged with enforcing the law violated. |
| Corporation Code (now R.A. 11232, “Revised Corporation Code”) | A corporation acts only through its board and authorized officers. |
| DOJ Circular No. 16-93 & NPS Manual on Prosecution Service | Prosecutors require proof that a corporate representative is validly authorized to execute the complaint-affidavit and testify. |
Take-away: In theft of corporate property, anyone may start the police blotter, but the formally recognized complainant for purposes of prosecution is the juridical entity itself, represented by a duly authorized natural person.
2. Who, Exactly, May Sign the Complaint-Affidavit?
Corporate Officers Acting by Board Authority
- President, CEO, or General Manager when the board in a meeting or by written consent authorizes them “to file and pursue criminal action for theft of corporate assets.”
- Proof needed: notarized board resolution (or secretary’s certificate) + proof of identity of the signatory.
Specific Custodians / Property Managers
Warehouse supervisors, branch managers, or property custodians to whom the asset was entrusted may sign if:
- The board or top management gives them a special power of attorney (SPA) or internal memo expressly permitting them to lodge a complaint.
- They attach inventory records showing custody.
Legal Counsel or Compliance Head
- May sign in a representative capacity if given a written SPA by the corporation.
- Advantage: counsel can draft a detailed affidavit and appear in preliminary investigation.
Any Peace Officer
- The investigating police officer can also be the nominal complainant (common when the stolen items were recovered via entrapment).
- The corporation must still appear and prove ownership/valuation at the inquest or PI stage.
Good practice: Always combine the police officer’s arrest-report with a separately executed corporate complaint-affidavit signed by an authorized officer. It prevents dismissal on locus standi grounds.
3. Essential Attachments to the Complaint-Affidavit
| Document | Purpose |
|---|---|
| Board resolution / SPA | Shows authority of the signatory. |
| Secretary’s certificate | Proves genuineness of the board act. |
| Proof of ownership or custody (delivery receipts, inventory log, OR/CR for vehicles, etc.) | Establishes the corporate personality as offended party. |
| Audited FS / Articles / SEC Certificate (optional) | If the prosecutor doubts corporate existence. |
| Computation sheet & invoices | Establishes value for proper article/penalty under Art. 309 RPC. |
| CCTV clips, incident reports, arrest reports | Factual basis for probable cause. |
4. Jurisprudence Snapshot
| Case | Guiding principle |
|---|---|
| People v. Enrile (G.R. L-12535, 1959) | The true offended party in theft of corporate assets is the corporation; prosecution continued because president filed the complaint. |
| People v. Spouses Malicsi (G.R. 149992, 2003) | Even if police officer executed the complaint, corporate ownership had to be proven during trial. |
| People v. Gonzales (G.R. 168539, 2010) | Failure to adduce board resolution caused acquittal for estafa—the same rule applies by analogy to theft. |
| People v. Go, et al. (G.R. 190256, 2017) | A general manager’s complaint-affidavit was upheld where a secretary’s certificate confirmed broad managerial authority. |
5. Practical Procedure
Internal incident report → secure evidence immediately.
Board meeting / written consent → issue resolution or SPA.
Draft complaint-affidavit (facts, elements, valuation) → attach exhibits.
Notarization & verification by the authorized officer.
File with:
- (a) Police station for a blotter & possible inquest or
- (b) Office of the City/Provincial Prosecutor for regular preliminary investigation.
Attend subpoenas & hearings; present custodian or accountant to identify property/value.
Trial – private counsel may take active role under Rule 110, Sec. 16 (appearance of private prosecutor) once the Information is filed.
6. Common Pitfalls & How to Avoid Them
| Pitfall | Preventive step |
|---|---|
| No proof of authority | Always attach board resolution or SPA. |
| Affidavit signed by HR staff “for and on behalf” without SPA | Void—obtain written authority first. |
| Incorrect valuation → wrong penalty | Use purchase invoice, latest appraised value, or accountant’s certification. |
| Treating theft as a private crime requiring prior demand | Unnecessary; theft is public—file directly. |
| Corporate complainant absent at hearings | Send the same officer who signed, or issue substitution authority. |
7. Special Notes
- Insurance subrogation: If the insurer has paid the loss, the corporation still remains the proper complainant; the insurer’s rights are civil, recoverable in personam or via separate complaint-in-intervention.
- Partnerships, NGOs, foundations: Substitute “board of trustees/partners” for “board of directors.”
- Government-owned corporations: The General Counsel or head of agency usually signs; Commission on Audit rules may add clearance steps.
- Cyber-theft of digital assets: Apply the same complainant rules plus NBI-Cybercrime coordination.
8. Checklist (Quick Reference)
- ☐ Drafted incident narrative
- ☐ Secured inventory/photos/CCTV
- ☐ Board resolution or SPA prepared
- ☐ Complaint-affidavit signed & notarized
- ☐ Exhibits properly labeled
- ☐ Filed with police/prosecutor
- ☐ Authorized officer ready for hearings
9. Conclusion
In Philippine practice, the corporation itself, represented by a duly empowered natural person, is the “proper complainant” in the theft of company property. While the public nature of theft allows police or any citizen to report the crime, conviction often hinges on the corporation’s timely, well-documented, and properly authorized participation—from complaint-affidavit to testimony. Ensuring the correct complainant from the outset not only satisfies procedural requirements but also fortifies the prosecution and maximizes the chance of restitution.