The cost of corporate secretarial services in the Philippines is driven by three layers of expense:
- (1) the legal‐regulatory minimums set by statute and by the Securities and Exchange Commission (SEC);
- (2) the market rates charged by individual lawyers, law-firms and dedicated corporate-services firms;
- (3) the opportunity-cost or penalty exposure when filings are late or incomplete.
Below is a practitioner-style map of everything a Philippine company (or its foreign parent) should know before budgeting.
1. Why a corporate secretary is mandatory
- Under Section 24 of the Revised Corporation Code (RCC) every domestic corporation must, at the very first board meeting, elect a corporate secretary who is a Philippine resident and citizen. citeturn15search0
- The secretary is the official keeper of minutes, stock-and-transfer books, and the signatory who certifies board actions, General Information Sheets (GIS) and most applications filed with the SEC.
- For publicly listed or other “corporations vested with public interest,” the secretary also acts as Corporate Governance Compliance Officer.
2. Service-delivery models
Model | Typical users | Cash-out profile |
---|---|---|
In-house employee (lawyer or experienced paralegal) | Conglomerates; banks; heavily regulated entities | Monthly salary ≈ Php 100k–150k (median Php 1.44 M a year) plus benefits, based on 2025 market data. citeturn9view0 |
External law-firm / retained counsel | Mid-market, family groups, high-growth start-ups | Retainer Php 7k – 15k per month (general counsel scope) plus separate corporate-secretary fee Php 3k – 10k per month. citeturn7view0 |
Corporate-services boutique (ex-lawyers/CPAs) | One-person corporations, foreign branch/ROHQ, SMEs | Package pricing starts at the low end of the above range, often bundled with bookkeeping and resident-agent services. citeturn1view0 |
Observation: For most SMEs the outsourced model costs 5-10 % of an in-house lawyer’s annual compensation yet satisfies the statutory requirement.
3. What exactly are you paying for?
Cost component | How providers usually bill |
---|---|
Annual or monthly retainer – keeping the statutory books, monitoring deadlines, routine board/shareholders’ minutes, drafting and e-filing the GIS | Fixed (Php 3k–10k per month) |
Attendance fees – physical or virtual presence at board/stockholders’ meetings; certification of resolutions | Per-meeting (Php 2k–10k) |
“Extra-ordinary” corporate actions – amendment of Articles/By-laws, share buy-back, increase of capital, mergers | Quote or hourly; usually Php 10k upward plus SEC filing fees |
Out-of-pocket disbursements – notarials, courier, SEC Express Lane, eSPAYSEC charges | Reimbursable at cost |
Value-added tax (12 %) and creditable withholding tax (10 % or 15 %) on professional fees (BIR Withholding Tax Table WC 010) citeturn23search0 | Statutory add-ons |
4. SEC filing and government fee highlights (2025 rates)
- Registration of Stock & Transfer Book: Php 150
- Name reservation: Php 100 (30 days)
- Certified copies: GIS – Php 100 per minute of scan time; Secretary’s Certificate – Php 50 each citeturn10search0
- Amendment of Articles: filing fee of 0.25 % of the increase in authorised capital, minimum Php 2,000 + 1 % legal research fee.
5. Penalties for late or missed filings (and why they matter)
Filing | First-offence fine | Daily surcharge |
---|---|---|
Late GIS (treated as “incomplete disclosure” under SEC MC 6-2005) | Php 10,000 | Php 100/day |
Late AFS (non-public company) | Php 50,000 | Php 300/day |
Late Form 17-A (public company) | Php 100,000 | Php 500/day |
A single missed GIS can therefore exceed an SME’s entire annual secretary retainer inside two months—illustrating why proactive budgeting is cheaper than remediation.
6. Factors that push the quote up or down
- Size & complexity – group structures, international shareholders, multiple business permits.
- Regulated industry overlay – banks, pre-need, insurance and lending companies face heavier reportorial loads.
- Meeting frequency – corporations that convene monthly board meetings pay more attendance fees.
- Provider reputation & bundled scope – a Top-10 law-firm commands a premium; bundling resident-agent, bookkeeping or tax compliance can yield package discounts.citeturn1view0
7. In-house vs. outsourcing: a quick economic test
- In-house counsel–secretary combo
- Cash cost ≈ Php 1.44 M salary + benefits + training.
- Control and availability are maximal.
- Outsourced secretary + retained counsel
- Cash cost ≈ Php 120k–300k a year (all-in).
- Professional indemnity rests with the law-firm; insider availability is traded for cost efficiency.
8. Tax treatment & booking
- Professional-fee invoices are subject to 12 % VAT when provider is VAT-registered.
- The corporation must withhold 10 % (or 15 % if annual payments to the same professional exceed Php 3 M or no sworn declaration is provided) and file BIR Form 1601-E/Q. citeturn23search3
- All fees are deductible as ordinary and necessary business expenses under Section 34, NIRC; timely withholding is prerequisite to deductibility.
9. Cost-management tips for 2025
Tip | Impact |
---|---|
Use eSPARC/eFAST portals and pay via eSPAYSEC to cut courier and liaison fees. | Saves Php 3k–5k per filing cycle. |
Hold board meetings on the same day as stockholders’ meetings where legally possible. | Halves attendance charges. |
Ask for a capped “corporate housekeeping” package that already includes the GIS, AFS lodging and two board meetings. | Predictable spend, no nickel-and-diming. |
Maintain digital minute-book templates so only variable sections change. | Cuts per-meeting drafting time. |
10. Key take-aways
- Statute + SEC rules make a corporate secretary indispensable; ignoring the obligation is not an option.
- Market pricing for outsourced secretarial work in 2025 stays in the Php 3,000 – 10,000 per month band for ordinary private corporations and scales up with complexity. citeturn7view0
- The true “cost” is not the retainer but the risk-adjusted exposure to SEC penalties and reputational damage.
- A well-negotiated bundled retainer (legal + secretarial) gives SMEs big-firm governance at a fraction of an in-house hire.
This overview is for informational purposes only and is not legal advice. For entity-specific concerns, consult Philippine counsel.