The nominee director shall have a non-executive role and cannot have direct involvement in the operational aspects of the business (i.e., vote in board meetings, open or be a signatory of the company’s corporate bank account, manage the company finances, etc.).   Though non-executive, the nominee director still carries the general responsibility and inherent liability of directors to the potential risks of the business.

To register a domestic corporation or a subsidiary corporation, the Revised Corporation Code (RCC) requires at least two incorporators who shall act as directors and exercise corporate powers, conduct all business, and control all properties of the corporation in the Philippines.

During the company incorporation process of corporations with foreign ownership, it is beneficial for their company to have at least one resident director who will be able to conveniently sign and submit documents to the various government agencies involved in the registration process.

When possible and if given authority by the other members of the board, the resident director will be able to sign documentary requirements for registration, thus eliminating the added requirement of authentication of documents executed abroad.

1. If you are a business that will bring in capital with foreign ownership, appointing a nominee director will allow you to be compliant with existing foreign investment laws and anti-dummy restrictions.

2. It provides a degree of protection to individuals from any regulatory exposure and audit. By allowing Loft representatives to assume the role of directors, other individuals who have little role in the business do not need to put their names out there to be exposed to the scrutiny of the BIR, SEC, etc.

In compliance with applicable provisions under the RCC and the Anti-Dummy Law, nominee directors shall have the following roles and responsibilities:

- Own/hold in trust at least one share of stock of the corporation
- Possess the qualifications and none of the disqualifications under RCC, the Securities Regulation Code (SRC), and other relevant laws
- Attend regular and special meetings of the Board of Directors and participate accordingly
- Sign corporate contracts on behalf of the company, along with the other directors
- As a member of the Board of Directors, act on matters that will promote the mission and vision of the corporation
- Perform other duties and responsibilities as the Board of Directors may assign

For investors seeking to establish a One Person Corporation (OPC), we can also act as a nominee stockholder and alternate nominee stockholder for a certain duration in case the single stockholder becomes incapacitated to manage the corporate affairs of the OPC.

The nominee and alternate nominee stockholders may be replaced after incorporation, subject to the Foreign Investments Negative List (FINL) and other pertinent laws.

We will need the following from you:

1. Confirmed engagement proposal
2. Board resolution appointing one of our representatives as a nominee director
3. Acceptance of the appointment/election
4. Deed of assignment of a nominee share
5. Deed of trust of said nominee share
6. Indemnity agreement
7. Updated GIS

Our team will take care of preparing these documents for your signature.

They are responsible for the timekeeping and preservation of integrity and validity of the minutes of all meetings conducted by a company’s Board of Directors as well as its committees. They are also in-charge of the official seal and documents of the company – such as the records of the constitutional changes, stocks issued, and other official documentation.

Our corporate secretarial services include the following:

- Preparation of minutes of meetings of the Board of Directors and Shareholders;
- Documentation and reporting of constitutional changes, changes in the company name, principal address, financial year, increase in capital stock, etc.;
- Documentation of simple share transfers, reversions of trust, and issuance of shares;
- Preparation and filing of annual General Information Sheet (GIS) or any amendment thereof with the Philippine Securities and Exchange Commission (SEC);
- Preparation of documents pertaining to audited financial statements requirement (if applicable);
- Maintenance of stock and transfer book; and
- Other corporate governance activities.

No need. You only need to be appointed by the board of directors.

Yes, but their functions and capacities are much different. A corporate secretary is basically recording whatever decisions the directors make as a board. The director is the one making their decisions.

We will need the following from you:

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 GIS

Our team will take care of preparing these documents for your signature.