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Why is Corporate Housekeeping Essential?
Corporate housekeeping involves the responsibilities of a corporate secretary or compliance officer to ensure a company operates legally. Corporate secretaries are officers of the corporation and must be Filipino citizens.
Launchpad’s corporate support services will help you stay on track with all compliance requirements.
Launchpad Nominee Directorship Services
We offer nominee directors to local and foreign companies doing business in the Philippines. We are well-versed in nominee director duties and other corporate housekeeping and legal compliance issues.
Nominee Directorship Packages
Company shareholders are required to appoint a nominee director, who must be a Filipino citizen and resident. We provide the following packages:
- Non-majority ownership nominee directorship
- Nominee Treasurer appointment
- Nominee Directorship + Corporate Secretary
- Nominee Directorship + Corporate Secretary + Contract Management
What does a Nominee Director do?
The nominee director has a non-executive role and cannot vote in board meetings, open or sign the company’s corporate bank account, manage funds, etc. Nominee directors nonetheless have the inherent responsibility and liability of directors for company risks.
According to the Revised Corporation Code (RCC) and Anti-Dummy Law, these are the duties of nominee directors:
– Possess the qualifications and none of the disqualifications under relevant Philippines laws
– Attend and participate in regular and special meetings of the Board of Directors
– Sign corporate contracts on behalf of the company
– Act to promote the mission and vision of the company
– Perform other duties and responsibilities as the Board of Directors may assign
– Own/hold in trust at least one share of stock of the corporation
Why is a nominee director required when setting up a company?
The RCC requires at least two incorporators to act as directors who will: exercise corporate powers, conduct all business, and control all properties of a domestic or subsidiary corporation in the Philippines.
Foreign-owned companies benefit from having at least one resident director to sign and submit paperwork to local government offices during incorporation.
If authorized by the board, the resident director can sign registration documents, removing the need for authentication of foreign documents.
Why should I allow Launchpad to act as my nominee director?
1. Appointing a nominee director will help you comply with foreign investment regulations and anti-dummy prohibitions if you’re bringing in foreign funds.
2. It shields people in your company from unnecessary regulatory scrutiny. Launchpad representatives can serve as directors, allowing others with little involvement with the firm to avoid BIR, SEC, etc. inspection.
Why does a one-person corporation need a nominee director?
We can also serve as a nominee stockholder and alternate stockholder for a limited time if the single stockholder becomes incapacitated and unable to handle the OPC’s .
Subject to the Foreign Investments Negative List (FINL) and other legislation, the nominee and alternate nominee stockholders can be replaced after incorporation.
What are the requirements do I need to provide?
1. Confirmed engagement proposal
2. Board resolution appointing our representative as a nominee director
3. Acceptance of the appointment/election
4. Deed of assignment of a nominee share
5. Deed of trust of nominee share
6. Indemnity agreement
7. Updated General Information Sheet
Corporate Secretary Packages
As your corporate secretary, we help you focus on core business operations. Our packages are as follows:
- Corporate Secretary Services (Monthly)
- Corporate Secretary + Contract Management Package (Monthly)
- Nominee Directorship + Corporate Secretary
- Post-Incorporation Report (1st GIS, MC No. 28 compliance, MC No.1-2021)
- Amendment of AOI or By-laws
What does a corporate secretary do?
A corporate secretary monitors meeting time and maintains the integrity of the minutes of all meetings. The person in this role also manages the corporate seal, constitutional change records, stock issued, and other formal paperwork.
What is the scope of work for a corporate secretary from Launchpad?
We can provide you with the following corporate secretary duties:
- Prepare Board of Directors and Shareholders meeting minutes;
- Report constitutional amendments, firm name, address, financial year, and capital stock increases.
- Document simple share transfers, reversions of trust, and share issuances
- Prepare and file annual General Information Sheets (GIS) or amendments with the Securities and Exchange Commission (SEC),
- Prepare audited financial statements (if needed)
- Maintain stock and transfer books
- Other corporate governance activities
Does the corporate secretary have to become a shareholder?
No. The corporate secretary only needs to be appointed by the board of directors to assume the role.
Can the same person hold the positions of corporate secretary and nominee director?
Yes. They have different functions and duties, but it is possible.
What are the documentary requirements do I need to provide?
We will prepare all these documents for your signature:
- Confirmed engagement proposal
- Board resolution appointing one of our representatives as a corporate secretary
- Acceptance of the appointment/election
- Indemnity agreement
- Updated General Information Sheet
Contract Management Services
Companies often manage a variety of contracts that are essential in running their business. With our team, you can draft, review, and finalize key documents with ease. Here are the packages we offer:
- Corporate Secretary + Contract Management Package (Monthly)
- Nominee Directorship + Corporate Secretary + Contract Management Package
Do you offer legal consultancy services?
Regulatory restrictions in the Philippines prevent us from providing general legal consultancy services, However, we can explore alternative solutions that are grounded in legal expertise—specifically, contract management.
What does contract management include?
Launchpad will assist with reviewing contracts with business vendors and partners. These typically include:
- Non-disclosure agreements
- Sales agreements
- Vendor agreements
- Promotional partnership contracts
- Simple commercial transactions
Additionally, you’ll have access to our vast database of contract templates—all of which you can use for other aspects of your operations.