Read also: Duty of loyalty by the corporate directors
First, who is a corporate officer? In the case of Arsenio Z. Locsin vs. Nissan Car Lease Philippines Inc. and Luis Banson, G.R. No. 185567, October 20, 2010, corporate officers were mentioned as “those officers of a corporation who are given that character either by the Corporation Code (repealed by Revised Corporation Code) or by the corporation’s by-laws.”
We come now to the question, “Is a corporate officer an employee?” Prior to the above-mentioned case, the answer to this question was already settled in the case of Bienvenido Ongkiko vs. National Labor Relations Commission and Federico B. Guilas, G.R. No. 119877, March 31, 1997. In this case, the Supreme Court ruled stating the following:
“The president, vice-president, secretary and treasurer are commonly regarded as the principal or executive officers of a corporation, and modern corporation statutes usually designate them as the officers of the corporation. However, other offices are sometimes created by the charter or by-laws of a corporation, or the board of directors may be empowered under the by-laws of a corporation to create additional offices as may be necessary.
It has been held that an “office” is created by the charter of the corporation and the officer is elected by the directors or stockholders. On the other hand, an “employee” usually occupies no office and generally is employed not by action of the directors or stockholders but by the managing officer of the corporation who also determines the compensation to be paid to such employee.”
(emphasis supplied)
Alburo Alburo and Associates Law Offices specializes in business law and labor law consulting. For inquiries, you may reach us at info@alburolaw.com, or dial us at (02)7745-4391/0917-5772207.
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