Published — June 14, 2022
The following post does not create a lawyer-client relationship between Alburo Alburo and Associates Law Offices (or any of its lawyers) and the reader. It is still best for you to engage the services of your own lawyer to address your legal concerns, if any.
Also, the matters contained in the following were written in accordance with the law, rules, and jurisprudence prevailing at the time of writing and posting, and do not include any future developments on the subject matter under discussion.
After reading “Who are corporate officers of a corporation?”, read also “Is a Corporate Officer an employee?”
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The directors of a corporation must formally organize and elect a president, a treasurer, a secretary, and such other officers as may be provided in the bylaws.
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Corporate officers are those officers of a corporation who are given that character either by the Corporation Code or by the corporation’s Articles of Incorporation, and by-laws.
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A corporation may have such other officers as may be provided for by its Articles of Incorporation, and by-laws like, but not limited to, the vice-president, cashier, auditor or general manager.
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The number of corporate officers is thus limited by law and by the corporation’s by-laws.
Corporate officers are those that are identified as such in the Revised Corporation Code, the Articles of Incorporation or the By-Laws of a corporation.
The law says:
Section 24 of the Revised Corporation Code of the Philippines states who must be elected as corporate officers. As such:
SEC. 24. Corporate Officers. – Immediately after their election, the directors of a corporation must formally organize and elect: (a) a president, who must be a director; (b) a treasurer, who must be a resident; (c) a secretary, who must be a citizen and resident of the Philippines; and (d) such other officers as may be provided in the bylaws.
If the corporation is vested with public interest, the board shall also elect a compliance officer. The same person may hold two (2) or more positions concurrently, except that no one shall act as president and secretary or as president and treasurer at the same time, unless otherwise allowed in this Code. The officers shall manage the corporation and perform such duties as may be provided in the bylaws and/or as resolved by the board of directors.
Jurisprudence says:
“While a corporate office is created by an express provision either in the Corporation Code or the By-laws, what makes one a corporate officer is his election or appointment thereto by the board of directors. Thus, there must be documentary evidence to prove that the person alleged to be a corporate officer was appointed by action or with approval of the board.” (Norma Cacho v. Virginia Balagtas, G.R. No. 202974, February 07, 2018).
May any employee be a corporate officer?
“The rule is that corporate officers are those officers of a corporation who are given that character either by the Corporation Code or by the corporation’s [Articles of Incorporation, and] by-laws.” (Norma Cacho v. Virginia Balagtas, G.R. No. 202974, February 07, 2018).
Are corporate officers limited to the company president, treasurer and secretary?
“The number of officers is not limited to these three. A corporation may have such other officers as may be provided for by its [Articles of Incorporation, and] by-laws like, but not limited to, the vice-president, cashier, auditor or general manager. The number of corporate officers is thus limited by law and by the corporation’s by-laws.” (Wesleyan University-Philippines v. Guillermo Maglaya, Sr., G.R. No. 212774, January 23, 2017).
Alburo Alburo and Associates Law Offices specializes in business law and labor law consulting. For inquiries, you may reach us at info@alburolaw.com, or dial us at (02)7745-4391/0917-5772207.
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