The treasurer is a key officer of the corporation, being one of only 5 officers mentioned in the Revised Corporation Code, the others being the chairman, the president, the corporate secretary and, for a corporation vested with public interest, the compliance officer. The law requires a specific qualification for the treasurer, namely, residence in the Philippines. The law considers material the treasurer’s residence and immediate availability, being the primary custodian of the corporate funds (Herbosa&Recalde, The Revised Corporation Code, p. 120). This policy would prevent the possibility of a non-resident transferring the corporate funds out of the country (SEC Opinion, May 27, 1991).
The law defines the functions of the treasurer as follows: to receive in the name and for the benefit of the corporation, all subscriptions, contributions or donations paid or given by the subscribers, and to certify that the required paid-up portion of the subscription in cash and/or property has been duly received (Section 14, Revised Corporation Code). The treasurer is the proper officer entrusted with the authority to receive the money of the corporation and to disburse them (De Leon, The Corporation Code, p. 265). He has control over the funds and other assets of the corporation. He is one of the main signatories to its financial statements (Herbosa&Recalde, ibid.).
The law also refers to the other function of the treasurer in case there is an amendment to the articles increasing the authorized capital stock, to wit, to certify under oath that at least 25% of the increase has been subscribed and that at least 25% of the amount subscribed has been paid in actual cash to the corporation, or that property, valued at least equal to 25% of the subscription, has been transferred to the corporation (Section 37, RCC).
The functions of the treasurer do not end with the above-cited provisions. In his role as primary guardian of corporate funds, his role can also be found inherent in several provisions of the Revised Corporation Code which allow certain corporate actions only if there are unrestricted retained earnings. The following provisions should serve as a guide to the treasurer in performing his functions. In Section 40, providing for the power of the corporation to acquire its shares, such power can be exercised only if the corporation has unrestricted retained earnings. In Section 42 on dividend declarations, the board of directors may declare dividends only out of the unrestricted retained earnings. In Section 81, payment of the shares of a dissenting stockholder can be made only out of unrestricted retained earnings. It is the responsibility of the treasurer to see to it that such requirement on unrestricted retained earnings is met in all the aforementioned actions.
Also in Section 42, corporations are prohibited from retaining surplus profits in excess of 100% of their paid-in capital. Whether or not such limitation will be exceeded is the look out of the treasurer. Lastly, in Section 61 providing that stocks shall not be issued for a consideration less than their par value, where the consideration is in the form of property, the requirement is that there must be prior valuation by the board and the stockholders for approval by the SEC. This means that the treasurer can issue his certification on his receipt of the subscription only after such processes have been completed.
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The above comments are the personal views of the writer. His email address is dezunigajuan@gmail.com