Expatriate GM Caught in a Shareholder Fight in the Philippines: Conflicting Orders and Demands to Hand Over the Company

Whose orders count: resolutions, not personal instructions

A company speaks through resolutions of its board or shareholders adopted under its by-laws, not through the personal instructions of one shareholder. In a falling-out you will receive contradictory demands: stop paying suppliers, keep shipping; send the seal home, never release the seal.

What to do:

• Confirm the legitimate directors and officers. Rely on the latest valid SEC registration and the company's own election records. If the registration itself is disputed, see SEC records changed without board approval.
• Ask for resolutions. For anything beyond the ordinary course, such as changing signatories, releasing seals, terminating contracts, dismissing staff or moving funds, politely ask for a board or shareholders' resolution with a secretary's certificate.
• Keep the ordinary course running. Pay staff, file and pay taxes, and perform signed contracts within your existing authority. Do not let the company stall and staff go unpaid because the owners are fighting.
• Keep every instruction. Archive each instruction with its date, including chat screenshots and emails, and note whether you acted on it and why.

If you are also an employee seconded by a parent company, the parent's internal instructions may conflict with resolutions of the Philippine company's organs. As a rule, documents you sign for the Philippine company should rest on that company's authority.

Neutral, consistent language in every reply matters: avoid taking sides in writing, avoid commenting on who is right, and repeat the same request for proper authority to everyone. That consistency is what later shows a court or regulator that you acted as an officer of the company rather than as anyone's partisan.

Seals, accounts and documents in your keeping

What you hold belongs to the company; release it only on valid authority and itemised receipts. Declining an unauthorised handover is not misappropriation, while handing things to someone without authority can expose you to liability.

1. Inventory. List the company seal, cheque books, banking tokens and cards, original permits and registrations, original contracts, and administrator access to systems, with where each is kept and who can reach it.
2. Keep it at the company. Store originals in the company's safe or another secure place on the premises. Do not take them home and never send them out of the country, which could later be presented as taking or moving company property.
3. Release on valid authority. Once a valid resolution names a recipient, count everything together, both sign a handover list noting date, time and condition, and each keeps a copy.
4. Answer in writing when authority is missing. Say you are willing to cooperate but need a resolution made under the by-laws, and ask for it. Stay neutral and do not comment on who is right.
5. The bank. If you are a signatory, make only payments within your existing authority during the dispute, and cooperate with the bank's requests to update signatories; common sticking points are covered in when a bank signatory leaves and the account freezes.

If anyone tries to force a handover through threats, by holding your documents or by restricting your movement, put your safety first: call the police and contact a lawyer and your consulate.

Photograph each item on the inventory where it is stored and keep the photos with the list. If anything later goes missing or is said to have been taken, a dated record of what was there and who had access is the simplest way to show what happened.

Where your signing authority ends

Anything you sign as an officer may be used by one side against you later, so during the dispute sign only what is within your authority and supported by a basis.

• Keep signing. Payroll, statutory taxes and contributions, normal performance of signed contracts and routine purchasing. Stopping these puts the company in breach and can be held against you as neglect.
• Pause for a resolution. New major contracts, loans and guarantees, disposals of company assets, replacing suppliers or distributors, redundancies and payments to shareholders or related parties.
• Never sign. Backdated documents, minutes that misstate what happened, resolutions of meetings that never took place, or confirmations of copies whose originals you have not seen. Signing these can draw you into liability for falsified documents.

On tax and regulatory filings, however bitter the internal dispute, the annual filings, monthly and quarterly returns and payroll withholding must go in on time. Consequences of unpaid or unfiled taxes can reach the officers who handled them; the extent of any personal liability is a question for a lawyer.

If one side makes your exit conditional on signing a document saying you resign voluntarily and waive all claims, do not sign it before a lawyer reviews it. Your resignation and final pay are personal rights and a separate matter from the fight over control.

For your specific case consult a licensed lawyer; this article is not legal advice.

When you are unsure whether something falls inside the ordinary course, treat it as outside and ask for a resolution. A short delay while authority is confirmed is far easier to explain than a signature that one side later says you had no right to give. Keep copies of everything you sign during the dispute in a personal file as well as the company's, so that you can always show what you did and on what basis.

Your own work visa and employment rights

A shareholder fight can reach your 9G work visa and your employment, and both need separate attention.

Your visa. Your work visa names this company as employer. If one side takes control and removes you, the company is expected to deal with the downgrading or cancellation of your visa, and your lawful stay changes accordingly. Check proactively whether the company has filed anything with the Bureau of Immigration, how long your lawful stay runs and what must be done before you leave; see an employer cancelling a 9G without telling you and downgrading before departure. For an Alien Employment Permit left uncancelled, see when a former employer will not cancel the AEP.

Employment rights. Removal from office does not cancel unpaid wages or final pay. To the extent you are paid by the Philippine company and covered by Philippine labour law, unpaid wages and final pay can be pursued through the proper process; see final pay withheld for months. If your employment contract is with a parent company abroad and you are only seconded, your rights may sit in two places and are best checked with lawyers in both.

Do not overstay. However chaotic the dispute, your visa expiry does not move. Complete the downgrade or departure formalities on time rather than staying on while waiting for the shareholders to settle.

Diary your visa and permit dates somewhere the dispute cannot touch, such as your personal calendar, because company files you rely on may become inaccessible overnight.

Keep copies of your passport pages, visa, ACR I-Card and any receipts at home rather than only in the office.

Staying or leaving: how to exit cleanly

If you can no longer act neutrally, resigning is often safer than staying in the middle, provided you resign properly and hand over by list.

• Written resignation. Address it to the legitimate board, stating which positions you resign from (general manager, director, signatory) and asking the company to arrange handover and registration changes.
• Handover list. List the items in your keeping, matters in progress, upcoming filings and contracts, and hand over in person against signatures as described above.
• Registration changes. Make sure the GIS at the SEC and the bank's signatory list no longer show you, otherwise you may still be treated as a current officer or signatory. Request this in writing and keep the request.
• Immigration and labour formalities. Deal with the visa downgrade or cancellation, the AEP and your final pay in the order the immigration and labour authorities currently require.
• No waivers in a hurry. Read settlement and release documents carefully and have a lawyer check them; notice-period questions are covered in resigning without notice.

If tax or legal notices still name you as a former officer after you leave, your resignation letter, handover list and evidence of registration changes are what separate your responsibility from the company's.

Timing matters as well. Try to resign at a point where the essential filings and payroll for the period are complete, so that nobody can say you walked away from obligations that were due. If that is not possible, list the outstanding items in your resignation letter and offer a short, defined period of cooperation for the handover, which protects both you and the company. Keep a personal copy of everything you hand over, and confirm in writing to both shareholder camps that you have resigned, so that neither can later claim you were still acting for the company.

How YIXING can help

Caught between shareholders, you need neutral, provable procedure and help that covers both your visa and the company's registrations.

YIXING holds SEC registration (CS202009551), Bureau of Immigration accreditation (BI Accreditation No. CA-202624381-1, valid until 2027-06-30) and DOLE and PRA accreditation. We can:

• obtain the company's current SEC registration to confirm who the legitimate directors and officers are;
• help draft neutral written replies, handover lists and resignation letters;
• follow up the GIS and bank signatory updates after you step down and keep the evidence;
• handle your 9G downgrade or cancellation, AEP cancellation or transfer to a new employer through our visa and HR services so that you do not overstay;
• keep the company's annual and tax filings going during the dispute through our compliance retainer.

For shareholder control litigation and any civil or criminal exposure you may personally face, we work with licensed counsel. We cannot promise decisions of the immigration authorities, the courts or any agency.

People in your position often wait too long, hoping the owners will reconcile. Acting early, neutrally and on paper protects you whichever side ends up in control, and it costs far less than untangling an overstay or an unclear handover afterwards.

For your specific case consult a licensed lawyer; this article is not legal advice.

A typical first engagement takes the form of a short review: we pull the company's SEC records, look at the instructions you have received and your current visa status, and give you a written checklist of what to sign, what to pause and what to file, with dates. From there you decide whether to stay on under clear authority or to step down in an orderly way, and we coordinate the immigration side either way.