Validity of Notarization of General Information Sheet (GIS) Outside the Principal City: A Philippine Legal Perspective

Introduction

In the Philippine corporate regulatory framework, the General Information Sheet (GIS) serves as a critical annual filing required by the Securities and Exchange Commission (SEC) for all domestic corporations and foreign corporations doing business in the Philippines. Mandated under Section 141 of the Revised Corporation Code of the Philippines (Republic Act No. 11232), the GIS provides updated information on a corporation's structure, including its directors, officers, stockholders, and other essential details. This document must be submitted within 30 days from the annual stockholders' meeting or as otherwise specified by SEC rules.

A key aspect of the GIS is its requirement to be executed under oath, typically through notarization by a duly commissioned notary public. The corporate secretary (or an authorized officer) swears to the accuracy of the information based on corporate records. The topic of notarizing the GIS outside the "principal city"—referring to the city or municipality where the corporation's principal office or place of business is located—raises questions about validity, jurisdiction, and compliance. This article explores the legal foundations, requirements, potential issues, and implications of such notarization, drawing from relevant statutes, rules, and principles in Philippine law.

Legal Basis for GIS Notarization

The Revised Corporation Code and SEC Requirements

The Revised Corporation Code (RCC) does not explicitly dictate the location for notarizing the GIS. Instead, it focuses on the substantive content and the oath requirement. Section 141 of the RCC states that the GIS must be "signed and certified under oath by the corporate secretary or by any other officer authorized by the board." This oath ensures the veracity of the information, which is crucial for transparency and regulatory oversight.

SEC Memorandum Circular No. 6, Series of 2020 (as amended), and related issuances outline the form and submission guidelines for the GIS. The standard GIS form includes a jurat (for affidavits) or acknowledgment section where the signatory affirms the document before a notary public. The SEC accepts electronic submissions via its online platform (eSECURE), but the underlying notarization must comply with notarial laws. There is no express provision in SEC rules mandating that the notarization occur within the principal city of the corporation. The emphasis is on the document's authenticity and the signatory's authority, not geographical constraints tied to the corporation's address.

Rules on Notarial Practice

The governing framework for notarization is the 2004 Rules on Notarial Practice (A.M. No. 02-8-13-SC), as amended by subsequent Supreme Court resolutions, including those incorporating remote online notarization (RON) under A.M. No. 20-07-04-SC (2020 Rules on Remote Notarization). These rules establish that notarization is a public act that authenticates documents and prevents fraud.

Key principles include:

Competence and Authority: The notary must be duly commissioned by the Executive Judge of the Regional Trial Court (RTC) in their area and registered with the Supreme Court.
Territorial Jurisdiction: Under Rule IV, Section 11 of the 2004 Rules, a notary public is authorized to perform notarial acts only within the territorial jurisdiction specified in their commission. This jurisdiction is typically the city, municipality, or province where the notary maintains their regular place of work or residence. Notarizing outside this area renders the act void ab initio (from the beginning).
Exceptions: Limited exceptions allow notarization outside the regular place of work but still within the territorial jurisdiction, such as at hospitals, residences, or other sites upon party request in exceptional circumstances (e.g., illness or urgency). However, these do not extend beyond the commissioned territory.

Importantly, the rules focus on the notary's jurisdiction, not the location of the document's subject matter or the signatory's affiliation. For a GIS, the validity hinges on whether the notary performed the act within their authorized territory, regardless of the corporation's principal office location.

Validity of Notarization Outside the Principal City

No Direct Link to Corporate Principal Office

Philippine law does not impose a requirement that the GIS be notarized specifically in the city or municipality of the corporation's principal office. The principal office, as defined in the Articles of Incorporation and reflected in the GIS itself, is the designated place for official communications, board meetings (unless otherwise provided), and keeping corporate records (Section 14, RCC). However, the act of notarizing the GIS is an administrative formality tied to the signatory's oath, not inherently bound to this location.

For instance:

If a corporation's principal office is in Makati City, but the corporate secretary resides and executes the GIS in Quezon City before a notary commissioned there, the notarization is valid. The SEC routinely accepts such filings without objection, as the focus is on compliance with content and oath requirements.
Conversely, if the notarization occurs in a location outside the notary's jurisdiction (e.g., a Makati-commissioned notary notarizing in Cebu without authority), the entire document's notarization is invalid, potentially leading to SEC rejection or penalties.

This flexibility accommodates modern corporate practices, where officers may be dispersed geographically, especially in multinational or large conglomerates.

Potential Issues and Challenges

While generally valid, notarization outside the principal city can raise practical or evidentiary concerns:

Venue in the Jurat/Acknowledgment: The jurat typically states the venue (e.g., "Subscribed and sworn to before me in the City of Quezon this [date]"). If the stated venue mismatches the actual location or the notary's jurisdiction, it could invite scrutiny. However, as long as the actual act complies with jurisdictional rules, a mere discrepancy in wording may be considered a formal defect rather than a substantive invalidity (see Supreme Court cases like Heirs of Amado Celestial v. Heirs of Editha Celestial, G.R. No. 162916, emphasizing substantial compliance).
Evidentiary Value: In disputes, such as stockholder challenges to GIS accuracy, the location might be questioned if it suggests the signatory did not have access to corporate records (typically kept at the principal office). Section 74 of the RCC requires books and records to be kept at the principal office, but the corporate secretary can certify based on knowledge or copies, without needing physical presence.
Remote Online Notarization (RON): Introduced in 2020 and expanded post-COVID-19, RON allows electronic notarization via audiovisual technology, provided the notary is commissioned in the Philippines and the signatory appears virtually. This further diminishes geographical constraints, as the "location" is virtual, though the notary's commission still governs. SEC Circular No. 12, Series of 2021, explicitly recognizes RON for corporate filings, including GIS.
Foreign Notarization: If notarized abroad (e.g., by a Philippine consular officer or foreign notary with apostille under the Apostille Convention), it may be accepted if the corporation has international operations, but this is outside "principal city" concerns and requires consularization or apostille for validity in the Philippines.

Case Law and SEC Opinions

Philippine jurisprudence reinforces that notarial validity depends on compliance with notarial rules, not corporate geography:

In Sps. Santos v. Lumbao (G.R. No. 169129, 2007), the Supreme Court invalidated a deed notarized outside the notary's jurisdiction, highlighting the strict territorial limit.
No direct Supreme Court case addresses GIS notarization specifically, but analogous rulings on corporate affidavits (e.g., verifications in SEC filings) emphasize that location is secondary to authenticity.
SEC opinions (non-binding but persuasive) consistently hold that GIS notarization is acceptable anywhere in the Philippines if properly notarized. For example, in queries on decentralized operations, the SEC has clarified that the corporate secretary's oath can be taken remotely or elsewhere, provided records are accurately reflected.

Implications for Non-Compliance

If a GIS notarization is deemed invalid due to jurisdictional issues (not merely location relative to the principal city):

SEC Rejection: The filing may be returned, delaying compliance and incurring late filing penalties (up to PHP 10,000 or more under SEC rules).
Administrative Sanctions: The notary faces revocation of commission, disbarment (if a lawyer), or fines under the Notarial Rules.
Civil and Criminal Liability: A defective GIS could lead to misrepresentation claims, director liability, or falsification charges under the Revised Penal Code (Articles 171-172).
Rectification: Corporations can resubmit a corrected, properly notarized GIS, but repeated issues may trigger audits.

To mitigate risks, corporations should ensure the notary's commission covers the execution site and retain proof of compliance.

Conclusion

In summary, the notarization of a GIS outside the principal city of a corporation is generally valid under Philippine law, provided it adheres to the notary public's territorial jurisdiction and the broader requirements of the Revised Corporation Code, SEC regulations, and Notarial Rules. There is no statutory mandate tying the notarization location to the corporation's principal office, allowing flexibility for dispersed corporate operations. However, practitioners must prioritize jurisdictional compliance to avoid invalidation. As corporate practices evolve with digital tools like RON, this flexibility is likely to expand further, but vigilance in notarial standards remains essential for legal certainty and regulatory adherence.

This analysis encapsulates the core legal principles, procedural aspects, and practical considerations on the topic, based on established Philippine legal frameworks. For specific scenarios, consulting a legal professional or the SEC is advisable.