Retainer, Lawyer, External Counsel

SAKLAW acts as general counsel,  corporate secretary, resident agent, and independent director to various corporations. SAKLAW also provides support in corporate housekeeping as well as regulatory and tax compliance services.

We offer flat monthly fees on a subscription model for an experienced lawyer that will obtain internal knowledge of your company and be responsive to your company’s growing needs.

Small to medium-sized businesses should consider having an external legal counsel on retainer. Retainers are beneficial for businesses that consistently need the advice of a lawyer, but would prefer not to pay the expenses to have lawyer paid as a salaried, regular employee. For example, if a business requires a lawyer for contract drafting, review, and other recurring legal services, the lawyer can be put on a monthly retainer fee. There are several benefits to having an attorney on retainer:

  • Stress is reduced when you have a lawyer available for quick legal advice
  • Potential legal issues are mitigated before they get out of hand
  • Access to a lawyer who is intimately familiar with your business operations and potential legal requirements
  • Compliance with a variety of complex laws can be ensured if you assign a lawyer to perform recurring legal work on behalf of your business

SAKLAW’s retainer package includes legal assistance on Philippine matters, including but not limited to drafting of letters, documents, agreements, review of contracts and engagements, and general legal advice which the client may refer from time to time. SAKLAW can also provide assistance in negotiating your customer contracts, including renewals.

All corporations organized under Philippine law are required to have a Corporate Secretary. Under the Revised Corporation Code of the Philippines, a Corporate Secretary is required to be a Filipino citizen and a resident of the Philippines, but could not be held by the same person acting as President.

The Attorney acts as Corporate Secretary and/or provides support to the elected Corporate Secretary in performing corporate secretarial work. She assists corporations in meeting general corporate housekeeping requirements, including maintenance of the stock-and-transfer book, stock certificates, and other warehousing documents, and the preparation and submission of reportorial requirements to the SEC; attendance and minute-taking in-board and stockholders’ meetings; preparation of minutes of the meeting of the board and stockholders; and issuance of certifications required in the ordinary course of business.

Foreign corporations that intend to obtain an SEC License to Do Business in the Philippines are required to appoint a resident agent. The resident agent will serve as the repository of summons and other legal processes involving the foreign corporation.

A resident agent may be either an individual residing in the Philippines or a domestic corporation lawfully transacting business in the Philippines.

Corporations vested with public interests are required to appoint independent director/s constituting at least twenty percent (20%) of its board of directors.

An independent director is a person who, apart from shareholdings and fees received from the corporation, is independent of management and free from any business or other relationship which could, or could reasonably be perceived to materially interfere with the exercise of independent judgment in carrying out the responsibilities as a director.

Corporations vested with public interest include the following:

  • Corporations covered by Section 17.2 of Republic Act No. 8799, otherwise known as “The Securities Regulation Code,” namely:
    • those whose securities are registered with the SEC (publicly listed companies or those that have registered/issued shares/bonds to the public);
    • corporations listed with an exchange;
    • corporations with assets of at least Fifty Million Pesos (PhP50,000,000.00) and having two hundred (200) or more holders of shares, each holding at least one hundred (100) shares of a class of its equity shares;
  • Banks and quasi-banks, non-stock savings and loan associations, pawnshops, corporations engaged in money service business, preneed, trust and insurance companies, and other financial intermediaries; and
  • Other corporations engaged in businesses vested with public interest similar to the above, as may be determined by the SEC, after taking into account relevant factors which are germane to the objective and purpose of requiring the election of an independent director, such as the extent of minority ownership, type of financial products or securities issued or offered to investors, public interest involved in the nature of business operations, and other analogous factors.

Atty. Salma F. Angkaya-Kuhutan may act as an independent director for corporations vested with public interest.

SAKLAW offers a premium retainer package which includes general support for actual regulatory compliance work such as regular filings with the BIR, SSS, and HDMF, and/or tax compliance work such as regular filings with the BIR.

Legal Updates on Corporate Matters

Let us know if you are interested in our retainer services.

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