Authority of a Company Representative to File a Complaint Against an Employee in the Philippines

(Labor, corporate-procedural, and criminal perspectives)

Scope & aim – This article consolidates Philippine statutes, rules, regulations, and Supreme Court doctrine on who may validly represent an employer—whether a sole proprietorship, partnership, or corporation—when bringing a complaint against an employee: (a) internally, through company disciplinary machinery; (b) before labor tribunals (DOLE, NLRC, CA, SC); and (c) before criminal-investigative/prosecutorial bodies. It also covers documentary requirements, best-practice corporate authorizations, common pitfalls, and recent doctrinal trends.
Note: This is a scholarly discussion, not legal advice. Facts of each case must be assessed with counsel.

1. Statutory & Regulatory Foundations

Instrument	Key provision relevant to representation	Practical upshot
Labor Code (PD 442), Art. 297–299 (just causes) & Art. 292(b) (due-process clause)	Employer may dismiss/penalize for just/accessory causes “after due process.” The employer is the proper complainant in any forum.	The juridical employer must act through an officer or agent with authority.
2022 NLRC Rules of Procedure, Rule III §4 & §6	(a) Verification & Certification of Non-Forum-Shopping for any pleading must be signed by the party or its duly authorized representative, and (b) a corporate signatory “must attach a board resolution or secretary’s certificate.”	Unsigned or improperly authorized pleadings are fatal and may be dismissed motu proprio.
DOLE Dept. Order No. 147-15 (Rules on Termination)	Reiterates twin-notice rule; the “employer or its authorized representative” issues notices & decides.	The same standard of authority that suffices internally will be scrutinised externally.
Rules of Court, Rule 110 §5 (b) (Prosecution of offenses)	For offenses requiring a complaint (e.g., adultery, seduction), the complaint must be by the offended party; in other crimes (e.g., qualified theft, estafa) any person may report; but a corporation must still act through a board-authorized representative.	Police, prosecutors, and courts will require a board resolution or SPA for the corporate complainant.

2. Internal (In-House) Disciplinary Complaints

Who may sign the NTE & decision notice?
- Legitimate employer (owner of a sole proprietorship).
- Any corporate officer who derives authority from law (President, VP, Gen. Manager, Treasurer, etc.).
- Functional officers (HR Manager, Plant Manager, Security Head) with express delegation (e.g., through an HR or Administrative Manual, or a board/partnership resolution).
Why authority matters even in-house
The Supreme Court treats internal notices as “juridical acts” that trigger constitutional due-process guarantees. Nullity of authority can retroactively nullify a dismissal, as in Pepsi-Cola Bottling Co. v. NLRC, G.R. 121545, 30 May 1997—dismissal invalidated because notices were issued by one without board authority.
Best practice documents
- Board resolution / Partnership resolution / SPA specifying power to:
  - issue show-cause & administrative-hearing notices,
  - investigate,
  - render the decision, and
  - appear before tribunals.
- Delegation clause in Employee Handbook adopted by board.
- Routine re-ratification every organizational year or after change of officers.

3. Before Labor Tribunals (DOLE & NLRC)

3.1 Who may sign pleadings, position papers, motions, appeals

Employer type	Acceptable signatory	Required attachment
Natural person	Owner (may personally sign)	None
Corporation	Any corporate officer or non-officer representative (e.g., HR Manager, counsel-on-record)	Board resolution or Secretary’s Certificate citing the resolution; SPA for non-officers
Partnership	Managing partner or authorized partner	Partnership resolution

Key cases

Villa Rey Transit v. NLRC, G.R. 50120, 20 Jan 1989 – unsworn complaint dismissed; verification must be by party with personal knowledge.
Cargo Movers v. NLRC, G.R. 131246, 16 Nov 1998 – corporate officer may sign even absent formal board resolution if board later ratifies the act.
Universal Robina Sugar Milling Corp. v. NLRC, G.R. 120204, 20 Dec 2001 – “HR Manager w/o proof of authority” insufficient; cert. non-forum-shopping fatally defective.

3.2 Counsel’s limited standing

Counsel may draft and file pleadings only for a properly authorized client. A lawyer who signs verification “for the company” without a board resolution exposes the case to dismissal and may face professional sanction (IBP OCA Rept. on Atty. H.P. Marasigan, 2018).

3.3 Appeals & supersedeas bond

The employer’s appeal bond before NLRC must be posted by the employer; board authority for the signatory on the undertaking is strictly required (Rule VI §4[1]). A defective bond cannot be cured by amendment after the 10-day appeal period (cf. Unicane Workers v. NLRC, G.R. 176405, 31 Jan 2011).

4. Before Prosecutors & Courts (Criminal Complaints)

4.1 Corporations as private complainants

While Art. 315 RPC (estafa), Art. 310 (qualified theft), and RA 8799 allow any offended party to report, the corporation exists only through its board (Corp. Code, RA 11232 §22). Thus:

Board resolution or Secretary’s Certificate – stating the name of the company officer/agent authorized “to sign, swear to, and file criminal complaints and pursue the case to its conclusion.”
Special Power of Attorney – common when the authorized officer is not a director/officer (e.g., security manager, external security agency).

Jurisprudence – People v. Dizon, G.R. 159122, 06 Apr 2005 (qualified theft): dismissal reversed because Treasurer, per board resolution, had authority to file complaint. Conversely, in Columbia Pictures v. CA, G.R. 110318, 28 Aug 1996, suit dismissed where “anti-piracy agent” had no proof of authority.

4.2 Private Prosecutor appearance

In estafa/qualified-theft cases, Rule 110 §16 requires private counsel to be “engaged by the offended party” who must “appear with the public prosecutor.” Again, engagement letter + board resolution needed.

5. Forms & Templates (core clauses)

BOARD RESOLUTION No. 2025-03

RESOLVED, that the Corporation hereby authorizes and empowers
     Atty. MARIA SANTOS, Vice-President for Human Resources,
to:

1. Initiate, sign, and file administrative, civil, or criminal
   complaints against any employee of the Corporation;
2. Issue notices to explain, notices of hearing, and notices of
   decision in accordance with DOLE D.O. 147-15;
3. Verify and sign pleadings, position papers, and certifications
   of non-forum-shopping before the NLRC, Court of Appeals, and
   Supreme Court;
4. Engage external counsel and private prosecutors and execute
   all related documents.

RESOLVED FURTHER, that all acts performed pursuant to this
authority are hereby ratified and confirmed.

ADOPTED this 15th day of March 2025.

      (sgd.) _________________________
      Corporate Secretary

Tip – Always attach a notarized Secretary’s Certificate, not the entire minutes, to keep filings lean and protect privileged deliberations.

6. Common Pitfalls & How to Avoid Them

Pitfall	Consequence	Fix
Pleading verified by HR staff without board authority	Dismissal of complaint/appeal; loss of employer’s cause	Attach secretary’s certificate; ratify immediately
Signing “per proc” or “for” employer without SPA	Pleading treated as unsigned	Draft & notarize SPA with specific acts
“Blanket” board authority with no date	Risk of challenge for “stale” authority	Provide effectivity & ratification clause; re-issue yearly
Using e-signature in NLRC e-filing w/o board authority	Same defects; electronic signature ≠ authority	Upload board resolution with e-signature credentials referenced
Internal NTE issued by supervisor w/o delegation	Procedural due-process defect → illegal dismissal	Limit NTE signatories to HR or officers with delegation in handbook

7. Recent Trends & Notes (2023-2025)

Digital Corporate Secretary Certificates. SEC Memorandum Circular 1-2023 endorsed e-notarization & digitized board resolutions; NLRC now accepts PDF copies with QR-validation.
Single-Person Corporations. Under RA 11232, the single incorporator may personally file complaints; no board resolution needed, but minutes of actions of the sole shareholder still advisable.
Expanded Role of Data-Privacy Officers. With more cases involving data theft, DPOs are now often granted board authority to file complaints under RA 10173 (Data Privacy Act).

8. Checklist Before Filing Any Complaint Against an Employee

Is the signatory a natural person or juridical entity?
If a corporation/partnership:
- □ Board/partnership resolution or secretary’s certificate (dated & notarized)
- □ Special Power of Attorney if signatory is not a corporate officer
For NLRC pleadings:
- □ Verification & Certification of Non-Forum-Shopping signed by authorized person
- □ Proof of board authority attached as Annex “A” (preferably)
For criminal complaints:
- □ Sworn complaint-affidavit of authorized officer/agent
- □ Board resolution/SPA + valid IDs of agent and corporate secretary
Internal notices:
- □ Twin-notice rule followed; signatory has written delegation
- □ Hearing panel composed per company code; members impartial

9. Key Takeaways

Authority is jurisdictional. Whether internally or in tribunal filings, an act done without proper authority is an absolute nullity that cannot be cured by amendment once prescriptive or reglementary periods lapse.
Board resolution is the gold standard. Even if the signatory is a president or HRVP, attaching a secretary’s certificate is the safest course, especially on appeal.
Ratification can sometimes salvage—but don’t rely on it. The Supreme Court occasionally recognizes subsequent board ratification, but only when (a) the ratification is clear, and (b) no substantial prejudice results.
Digital & procedural modernization have not relaxed the rule. E-filing merely changes the medium, not the substantive requirement of clear authority.

Conclusion

Under Philippine law, only an employer acting through a properly authorized natural person may validly initiate complaints against employees—whether disciplinary, labor-adjudicatory, or criminal. Authority must be demonstrable ab initio by written corporate act or duly notarized power. Failure to observe these formalities can doom even the strongest substantive case. Employers should institutionalize annual board authorizations, airtight HR manuals, and case-specific SPAs to ensure that every complaint, notice, pleading, or affidavit withstands scrutiny—from HR desk to the Supreme Court.