Congressman Baltazar A. Sator

April 13, 1989 Congressman Baltazar A. Sator S-403 House of Representatives Quezon City Sir : This refers to your letter dated March 1, 1989, requesting for comments and recommendations of this Commission on House Bill No. 22527 which seeks to require that all treasurers of private corporations be residents and citizens of the Philippines, amending for the purpose Section 25 of the Corporation Code of the Philippines. While the Corporation Code requires that the Secretary of the corporation must be a resident and citizen of the Philippines, the law is silent on the same restriction with respect to the Treasurer. However, it is worthy to note that the treasurer of a private business corporation is ordinarily the custodian of its funds with authority to disburse them in a proper case; this power he has by virtue of his office. (2 Fletcher, Cyc. Corps.,1969 Rev. Vol.,sec. 654, p. 806).The Treasurer of a corporation is the proper officer, and the only proper officer in the absence of express provision to the contrary to receive and keep the moneys of the corporation .(Fletcher Supra, citing Abro Mining and Milling Co. v. Chinn, 20 Colo App. 238, 77 p. 1097; Danbury & M.R. Co. v. Wilson, 22 Conn, 435 and others),and he is bound to disburse the corporate funds ,under, and only under the orders of the directors or other officers in charge of the corporate business. (Alin Mathieson Chemical Corp. v. Planters Corp. 236 SC 318, 114SE 2d 321).He has authority to receive and receipt for moneys due the corporation .(Brown v. Winnisimment Co.,Allen 326). Taking into consideration the nature of the functions of the Treasurer, there is more reason for the Treasurer to also possess the same qualifications as the Secretary. Thus, the Commission, in its opinion dated July 28, 1986, addressed to Tan, Sapalo, Manzano & Velez Law Offices, ruled that while the Corporation Code does not impose a Philippine residency requirement of the treasurer, nevertheless, considering the nature of his functions as hereinabove set forth, good corporate practice dictates that the treasurer must be a resident of the Philippines. In view of the foregoing, the commission en Banc in its meeting of April 3, 1989, resolved to favorably recommend for the approval of the said Bill. LibLex Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman