A legal article on authority, due process, and practical implications in Philippine labor and corporate settings

1) Why the signatory issue matters

In Philippine employment disputes, a Memo or Notice to Explain (NTE) is often attacked on technical grounds—one of the most common is: “The person who signed it isn’t even an employee.”

The legal question is not really about payroll status. It is about authority and due process:

Was the notice issued by (or attributable to) the employer?
Was the employee given meaningful notice and a real chance to be heard?
Did the person who signed act with authority (actual, implied, or ratified) to represent management?

If the answer to these is “yes,” the notice is generally treated as valid even if the signatory is not technically an “employee.”

2) What a “Memo” and an “NTE” are in Philippine practice

A. Memo (in discipline context)

A “memo” can be:

a work directive (“report to HR,” “submit report”),
a record of an infraction (“written reprimand”),
a charge memo / show-cause memo (functionally an NTE).

Its legal impact depends on how it is used in the disciplinary process.

B. Notice to Explain (NTE)

An NTE is typically the first written notice in the “two-notice rule” for just cause discipline/termination. In termination for just causes, Philippine jurisprudence and labor regulations require:

First notice (NTE/charge notice): specific acts/omissions complained of, and a reasonable opportunity to explain (commonly at least 5 calendar days in practice).
Opportunity to be heard: written explanation plus conference/hearing when warranted.
Second notice (notice of decision): the employer’s decision after considering the explanation and evidence.

For authorized causes (redundancy, retrenchment, closure, etc.), the mechanism is different (typically prior notices to the employee and DOLE). An NTE is not the core due-process document there.

3) The controlling principle: the employer is an entity, and it acts through representatives

A. Under labor law

The “employer” in labor law is not limited to a person who signs checks. It includes any person acting directly or indirectly in the employer’s interest—which is why managers, supervisors, HR, and authorized officers can validly issue disciplinary notices.

B. Under corporate law / agency principles

For companies, the employer is usually a corporation. A corporation can only act through:

its Board of Directors/Trustees, and
its authorized officers/agents.

So the real question becomes:

Is the signatory a duly authorized representative of the employer (or later adopted as such by the employer)?

4) Who may validly sign an NTE or disciplinary memo (even if not an “employee”)

A. Corporate officers/directors who are not employees

A person may be a corporate officer (e.g., President, Corporate Secretary, Treasurer, Managing Director) or director and still not be classified as an “employee” in the ordinary sense.

General rule: If the person is a corporate officer/director acting within authority for management, an NTE/memo signed by them is typically attributable to the corporation and treated as a company act.

Why: the validity flows from authority, not employee status.

B. Authorized representatives who are not employees

An NTE can also be signed by a non-employee agent, such as:

external HR consultant with written authority,
company counsel (in-house or retained) acting as authorized management representative,
an officer of a parent company acting for a subsidiary if there is documented authority or established management structure,
an attorney-in-fact under a written authorization.

Key: the employer must be able to show the signatory was authorized (or at least the act was ratified).

C. “Implied authority” in workplace structure

Even without a board resolution attached to every memo, authority can be implied from:

the signatory’s position in management,
consistent company practice (e.g., HR Head routinely issues NTEs),
the signatory being the designated disciplinary authority under the Code of Discipline or HR manual.

5) What “authority” means (and how it is proven)

Philippine disputes often come down to evidence. Authority may be shown through:

A. Actual authority (best case)

bylaws or board resolutions defining powers,
written delegations (HR delegations, authority matrices),
job descriptions or appointment papers for corporate officers,
company policies specifying who issues NTEs and who decides penalties.

B. Apparent authority (riskier but workable)

Even if actual authority is unclear, a company may be bound when:

it held the person out as having authority (titles, email domain, signature blocks),
employees reasonably relied on that representation,
the company allowed the person to act as disciplinarian repeatedly.

C. Ratification (common in litigation)

Even if initial authority is challenged, the employer may “cure” the issue if it:

proceeded with the disciplinary process in the company’s name,
issued the second notice/decision through unquestionably authorized management,
adopted the NTE in pleadings and evidence as part of its official process.

Ratification does not erase poor documentation, but it often defeats “the signatory wasn’t an employee” as a standalone argument.

6) Does Philippine due process require the NTE to be signed by a particular person?

There is no universal rule that an NTE must be signed only by:

the company president, or
an HR employee, or
a specific corporate officer.

What matters in due process is that:

the employee received a clear written charge,
the employee had a real opportunity to explain, and
the decision was made after considering the employee’s side.

A signature defect is usually evaluated under procedural due process—and often becomes a question of whether the notice was truly the employer’s act.

7) When a non-employee signatory can create serious legal problems

Even if a memo/NTE can be valid, certain fact patterns are high-risk:

A. The signatory is a stranger to management

If the notice is signed by someone with no credible management role (e.g., a rank-and-file coworker, unrelated third party), the employee can argue:

the notice is not from the employer,
it was harassment or informal intimidation,
due process was illusory.

B. Outsourced staffing / contractor situations (control implications)

If a principal’s officer (who is not the contractor’s employee) issues NTEs directly to the contractor’s personnel, it may be used as evidence of control, supporting claims like:

labor-only contracting, or
that the principal is the true employer.

This is not just a “validity” issue—it can reshape the entire case into an employer-employee relationship dispute.

C. Parent–subsidiary signatories without documentation

If an officer of the parent company signs for the subsidiary’s employees without proof of:

interlocking management authority,
delegation,
board approvals, the employee may challenge the legitimacy of the disciplinary process and raise corporate separateness issues.

D. Conflict-of-interest / bias

If the signatory is the complainant, witness, and “decider,” the employee may argue denial of a fair evaluation—especially if:

there was no separate decision-maker,
the hearing was perfunctory,
evidence was ignored.

Bias is not automatically fatal, but it can compound procedural defects.

8) If the signatory is unauthorized, what is the legal effect?

A. The notice may be treated as procedurally defective

If the tribunal concludes the NTE was not properly issued by the employer or an authorized representative, the process may be considered defective.

B. A defective NTE does not always invalidate a just-cause dismissal

In Philippine labor jurisprudence, when there is substantive just cause but procedural due process is defective, dismissal may still be upheld but the employer may be ordered to pay nominal damages (the amount depends on the type of cause and prevailing doctrine in case law).

C. But in close cases, procedural defects can tip the scale

Where the alleged misconduct is weak or the evidence is thin, a messy process (including questionable authority) can:

undermine credibility,
suggest bad faith,
support findings of illegal dismissal.

So while “wrong signatory” may not automatically win a case, it can be a meaningful factor.

9) How to assess validity in practice (a structured test)

Step 1: Identify the employer

Is the employer a corporation, partnership, single proprietorship, or government entity?

Step 2: Identify the signatory’s relationship to the employer

corporate officer/director?
management representative?
consultant/lawyer/agent?
parent-company officer?
third party?

Step 3: Look for authority indicators

bylaws/board resolution/policy?
HR manual or code of discipline?
consistent past practice?
letterhead/email domain and official designation?

Step 4: Check the content and service of the notice

Regardless of who signed, the NTE must still be:

specific on facts (acts/omissions, dates, circumstances),
linked to rules/policies violated (if applicable),
allowing reasonable time to respond,
properly served and received.

Step 5: Check whether the employer ratified the process

Was the investigation conducted by HR/management?
Was there a hearing/conference?
Was the decision notice signed by authorized management?
Did the employer adopt the NTE as part of its official record?

10) Drafting and compliance guidance (what companies typically do to avoid disputes)

A. Put authority on paper

Authority matrix (who may issue NTEs; who may decide penalties; who may sign termination notices)
Board resolutions or management delegations for key signatories
HR manual provisions explicitly identifying disciplinary authorities

B. Make the signatory’s capacity unmistakable

Signature blocks should reflect representation, e.g.:

“For and in behalf of [Company Name]”
Name, Title (e.g., “Authorized Management Representative” / “HR Manager” / “Corporate Officer”)
Department/Office

C. Separate roles where possible

Complainant/witness ≠ decision-maker (or at least ensure independent review)
Document evaluation of the employee’s explanation and evidence

D. Keep due process clean even for minor discipline

Even if the issue is just a reprimand, consistent documentation prevents later attacks on “progressive discipline” records.

11) Employee-side considerations (how challenges are usually framed)

An employee disputing an NTE signed by a non-employee officer typically argues:

No authority: no policy/resolution proving the signatory can discipline.
Not from the employer: the signatory is not management; notice is not official.
Denial of due process: rushed timeline, vague charges, no meaningful hearing.
Bad faith or harassment: especially if the signatory is a third party.
Control evidence (contracting cases): principal’s officer issuing NTE implies employer control.

The most effective challenges combine authority issues with content and process defects, not authority alone.

12) Bottom line rules

A memo or NTE is not automatically invalid just because the signatory is not an “employee.”
Validity depends on whether the signatory is an authorized representative of the employer (or the employer ratified the act).
Due process depends more on the quality of notice and opportunity to be heard than on the signatory’s payroll classification.
In outsourcing/contractor settings, a non-employee signatory from the principal can be legally explosive—not merely procedural—because it may evidence employer control.
The safest practice is documented delegation + clear signature capacity + faithful compliance with the two-notice rule and genuine hearing.