Corporate Support Services

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

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.

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.

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.

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

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.

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

No. The corporate secretary only needs to be appointed by the board of directors to assume the role.

Yes. They have different functions and duties, but it is possible.

We will prepare all these documents for your signature:
1. Confirmed engagement proposal
2. Board resolution appointing one of our representatives as a corporate secretary
3. Acceptance of the appointment/election
4. Indemnity agreement
5. Updated General Information Sheet