SERVICE OF SUMMONS UPON A DOMESTIC PRIVATE JURIDICAL ENTITY UNDER THE PHILIPPINE RULES OF COURT
(Rule 14 of the 2019 Revised Rules of Civil Procedure)

I. OVERVIEW

Service of summons is the mechanism by which a court acquires jurisdiction over the person (or juridical personality) of the defendant. Under Philippine procedural rules, if the defendant is a domestic private juridical entity (e.g., a corporation, partnership, or association organized under Philippine laws), the rules prescribe specific modes and persons upon whom summons may be validly served. Failure to comply strictly with these rules generally renders the service defective and prevents the court from acquiring jurisdiction over the entity, barring it from proceeding to render a binding judgment.

The key provision governing service of summons upon a domestic private juridical entity is Section 11, Rule 14 of the 2019 Revised Rules of Civil Procedure. It codifies who must be served, how service should be made, and the consequences of proper or improper service.

II. RELEVANT PROVISIONS

1. Section 11, Rule 14 (2019 Revised Rules of Civil Procedure)

“Section 11. Service upon domestic private juridical entity. – When the defendant is a corporation, partnership, or association organized under the laws of the Philippines with a juridical personality, service of summons may be made upon the following persons: (a) President; (b) Managing partner (in case of partnerships); (c) General manager; (d) Corporate secretary; (e) Treasurer; (f) In-house counsel; or (g) Any authorized officer who may be found in the principal office of the corporation, partnership or association.”

Under the 1997 Rules, the rule was worded more generally—service was made upon the “president, managing partner, general manager, corporate secretary, treasurer, or in their absence, their secretaries.” Under the 2019 Revised Rules, there is added clarity, especially in allowing service upon the in-house counsel or any authorized officer, so long as service is made at the principal office or regular place of business of the entity.

2. Purpose and Effect

Purpose: To ensure that the domestic private juridical entity is apprised of the lawsuit and is given the opportunity to be heard and defend itself.
Effect: Once properly served, the court acquires jurisdiction over the entity’s person. Conversely, if service is invalid, the court does not acquire jurisdiction, and any resulting judgment is generally void unless the party appears voluntarily and without objecting to jurisdiction.

III. PERSONS AUTHORIZED TO RECEIVE SUMMONS

Under Section 11, the following officers or their equivalents may be valid recipients:

President – The highest executive officer of a corporation. In practice, personal or face-to-face service upon the president is often rare because of day-to-day scheduling challenges, but it is the first enumerated authorized officer.
Managing Partner (for partnerships) – If the entity is a partnership rather than a corporation, the managing partner can be served.
General Manager – Typically exercises executive management over the operations of the corporation.
Corporate Secretary – An officer responsible for corporate records, board minutes, and compliance with administrative and regulatory requirements.
Treasurer – The officer who handles the finances of the corporation.
In-house Counsel – Under the 2019 amendments, the explicit inclusion of in-house counsel is relatively newer. This acknowledges that corporate legal departments regularly handle litigation matters.
Any Authorized Officer – The 2019 Revised Rules clarify that service can also be made upon any officer of the corporation who is explicitly or implicitly authorized to receive summons on the corporation’s behalf, provided that this person is found in the principal office or regular place of business of the entity. This may include individuals who, by their nature of work or by specific corporate authorization, have authority to receive legal processes.

Practical Implications

Confirmation of Authority: The officer or employee’s actual authority to receive summons can be established through by-laws, board resolutions, or a consistent practice within the corporation.
Strict Construction: Courts have generally favored strict adherence. If service is made on an employee with no authority (e.g., a receptionist or a security guard without explicit authority), service may be deemed invalid—unless there is evidence that the person who received the summons was “authorized by the corporation” to receive it.
Location of Service: Proper service must ordinarily be made at the principal office of the juridical entity or its regular place of business, aligning with the rule’s goal of ensuring that the summons reaches a responsible corporate officer.

IV. MODES OF SERVICE

A. Personal Service on the Authorized Officer

Procedure: The sheriff or process server personally hands the summons (with a copy of the complaint and other required documents) to an authorized officer.
Sheriff’s Return: The process server executes a return detailing how, when, and where service was accomplished, and upon whom it was served.
Effect: Once personally served on a duly authorized officer at the correct address, service is deemed complete.

B. Substituted Service

Strictly speaking, the concept of substituted service of summons under Rule 14 (i.e., leaving the summons at the defendant’s residence or office with a person of suitable age and discretion) applies more commonly to service upon individuals. For corporations and other private juridical entities, the rule contemplates service upon specified officers or their equivalents.

However, in some cases where the officers enumerated cannot be found, some courts have recognized—on a case-by-case basis—a form of substituted service if there is proof that the person who eventually receives the summons has been clothed by the corporation with the authority to do so (e.g., a staff or assistant who customarily receives important legal or business documents for the absent enumerated officers). This is not the same as a general substituted service under Section 7 of Rule 14 (which is for individuals), but the principle is occasionally allowed by jurisprudence, provided that the real objective—actual notice to the corporation—is achieved and proven.

C. Voluntary Appearance

Even if service upon a domestic private juridical entity appears defective, if the defendant corporation voluntarily appears in court (e.g., files an Answer without raising lack of jurisdiction as a defense), it is deemed to have submitted to the court’s jurisdiction. This cures potential defects in service. However, to avail of this curative effect, the defendant must not raise the defense of improper service or lack of jurisdiction in its responsive pleading or motion.

V. CONSEQUENCES OF IMPROPER SERVICE

No Acquisition of Jurisdiction
If the service is defective, the court does not acquire jurisdiction over the corporation’s person. Any judgment or proceeding undertaken without valid service (or voluntary appearance) is generally void.
Possibility of Dismissal
The domestic juridical entity may file a motion to dismiss grounded on lack of jurisdiction over its person if the service was invalid.
Waiver of the Defect
If the corporation fails to raise the defense of improper service in its first responsive pleading (Answer) or in a timely motion to dismiss, it is deemed to have waived that defense.

VI. RELEVANT JURISPRUDENCE

Delta Motor Sales Corp. v. Mangosing
Emphasizes that service upon a cashier or rank-and-file employee not shown to be authorized does not bind the corporation.
Millennium Industrial Commercial Corporation v. Tan
Clarifies that actual receipt of summons by an unauthorized employee does not automatically vest the court with jurisdiction. Actual knowledge of the suit does not cure a nullity of service if the fundamental requirements of Rule 14 are not met. However, if the corporation actively participates in the case without objection, it may be considered voluntary appearance.
Far East Bank and Trust Company v. Cayetano
Stresses the need for strict compliance with the rules for the court to acquire jurisdiction, unless estoppel sets in due to the defendant’s participation in the proceedings.
New Jurisprudential Trends
While courts remain strict in requiring service upon the enumerated officers or their authorized agents, they look at the totality of circumstances to prevent defeating substantial justice. If it is proven that the corporation had actual notice of the suit and responded or participated in court proceedings, courts are inclined to rule that the defect in service has been cured by voluntary appearance.

VII. BEST PRACTICES AND PRACTICAL POINTERS

For the Plaintiff or Plaintiff’s Counsel
- Verify the Corporate Records: Check the SEC records, Articles of Incorporation, General Information Sheet (GIS), and official addresses to identify who the current corporate officers are and where the principal office is.
- Coordinate with the Sheriff/Process Server: Ensure that the server attempts service personally on the right officers at the correct address.
- Document Attempts: If direct service on the enumerated officers is not feasible, thoroughly document the process and gather proof if another officer or employee purports to be authorized.
- Check for any Voluntary Appearance: If the corporation files a responsive pleading, see whether it raises improper service; if not, the defect might be deemed waived.
For the Defendant Corporation
- Designate an Authorized Receiving Officer: To avoid confusion and possible default judgments, many corporations formally designate a “receiving officer” who is clearly authorized to accept legal documents on behalf of the entity.
- Verify Any Summons Received: If a summons is received by someone not authorized, promptly assess whether to challenge the service’s validity.
- Raise Defense Immediately: If improperly served, the proper recourse is to file a motion to dismiss or otherwise attack the validity of the service in the Answer, to avoid waiving the defense of lack of jurisdiction.
For the Courts / Process Servers
- Due Diligence: Process servers must exercise caution and verify the identity and authority of the person receiving summons. They should record and attest to the facts accurately in the sheriff’s return.
- Strict but Reasonable Compliance: While strict compliance is the rule, process servers should remain mindful that the underlying purpose of service is to afford the defendant actual notice and opportunity to respond.

VIII. SUMMARY

Governing Rule: Section 11, Rule 14 of the 2019 Revised Rules of Civil Procedure.
Authorized Recipients: President, managing partner, general manager, corporate secretary, treasurer, in-house counsel, or any authorized officer.
Location of Service: Principal office or regular place of business of the entity.
Consequences of Improper Service: Court does not acquire jurisdiction unless the defect is cured by voluntary appearance.
Jurisprudential Trend: The Supreme Court generally maintains strict adherence but allows cures via voluntary appearance, estoppel, or where the entity’s duly authorized agent actually received summons.

In essence, service of summons upon a domestic private juridical entity in the Philippines demands strict observance of the rules while acknowledging certain practical realities. Correctly identifying a valid corporate officer and effecting proper personal service are crucial steps for the court to acquire jurisdiction. Conversely, corporations must be vigilant about who accepts service of court processes and swiftly raise any jurisdictional objection to avoid waiving their defenses.