Who can bind a Philippine corporation?

In this article

Direct answer

A corporation acts through authorized people and records, but a job title alone does not answer every signing-authority question. The governing documents, board or stockholder actions where relevant, delegated authority, transaction type, certificate or other evidence, prior conduct, ratification, and apparent-authority issues can all matter. The Supreme Court has stated that an unauthorized officer act does not bind a corporation unless the corporation ratifies it or holds the officer out as authorized to transact on its behalf.

Why this answer is qualified

Authority analysis is both a corporate-record and transaction question. A company considering a contract should identify what the company is committing to, whose approval is required under its records and law, what delegation exists, and whether the signatory's authority can be documented in a form appropriate to the transaction.

What management should verify in a live matter

Use two separate records. The first identifies possible sources of legal or governing-document authority. The second is a prudent internal control checklist, not a statement that every item is required by statute for every transaction.

Law and governing records

Authority sources to verify

The Revised Corporation Code rule and any transaction-specific approval requirement that may apply.
The current articles, bylaws, and board or stockholder action where relevant.
The officer duties, board delegation, authority limits, and transaction covered by the record relied on.
Corporate conduct relevant to a claimed ratification or apparent authority, assessed on the actual facts.

NLF management practice

Prudent internal controls

A written authority matrix organized by document type, value, duration, and escalation level.
Current incumbency and a resolution or secretary's certificate checked against the underlying corporate record.
An exception, expiry, amendment, and revocation log for delegated authority.
A controlled repository for approvals and executed documents, with a responsible record owner.

Limits of this page

Authority and enforceability questions are fact-specific. This page does not say that a board resolution is always required, that a particular certificate is sufficient, or that a transaction is valid. Material transactions, financing, guarantees, asset disposals, ownership changes, and disputed authority should be separately assessed.