The paperwork at the heart of a major asset sale came under criminal scrutiny.
On June 29, the Pasig City Prosecutor's office served subpoenas on two executives connected to Liberty Flour Mills and its subsidiary LFM Properties, drawing a corporate building sale into the realm of criminal inquiry. The complaint, filed by Stella Marie Jill Uy, does not challenge the sale of the Liberty Building itself but rather the integrity of the documents that gave it legal form — a secretary's certificate and a deed of sale. In this way, the case becomes less a story about property and more a question about the invisible architecture of trust that holds corporate transactions together.
- Two executives — corporate secretary William Ang and LFM Properties representative Jose Jalandoni — were simultaneously served subpoenas on June 29, signaling that the dispute has crossed from civil grievance into potential criminal territory.
- The complaint targets not the sale of the Liberty Building itself but the paperwork surrounding it, alleging violations of the Revised Penal Code related to falsification or improper execution of official documents.
- At the center of the dispute is a secretary's certificate — a routine but legally consequential instrument — whose proper issuance is now being questioned, threatening to unravel the procedural legitimacy of the entire transaction.
- Three respondents are named, including John Carlos Uy, suggesting the complaint draws a wide circle of accountability around everyone who signed or certified the deal.
- Liberty Flour and LFM Properties have acknowledged the subpoenas publicly but offered no defense of the substance, leaving the next move to the prosecutor's office as it begins gathering documents and statements.
- The case now carries implications beyond the individuals involved, potentially reshaping how Philippine corporations document and certify major asset transfers going forward.
On June 29, the Pasig City Prosecutor's office served subpoenas on William L. Ang, corporate secretary of Liberty Flour Mills Inc., and Jose S. Jalandoni, a representative of its subsidiary LFM Properties Corp., in connection with the sale of the Liberty Building. Both companies disclosed the matter publicly the following day.
The complaint was filed by Stella Marie Jill Uy and alleges violations of Articles 172(1) and 171(4) of the Revised Penal Code — provisions that deal with falsification and improper execution of documents. Crucially, the dispute does not appear to challenge whether the building was legitimately sold, but rather how that sale was documented and certified. Uy signed the Deed of Absolute Sale on behalf of Liberty Flour; Jalandoni signed for LFM Properties; and Ang issued the secretary's certificate — a standard instrument confirming that the company's board had authorized the transaction. All three, along with John Carlos Uy, are named as respondents.
A secretary's certificate is a foundational element of corporate governance: it certifies that proper authority exists for whoever signs on a company's behalf. If issued without genuine board authorization, it can constitute a criminal offense under Philippine law. The complaint's specificity suggests the entire chain of documentation — board approval, authorized signatures, and certification — is now under scrutiny.
The two companies have not commented on the substance of the allegations beyond confirming receipt of the subpoenas. As the prosecutor's office moves to gather evidence and take statements, the case carries stakes that extend beyond the named individuals, raising broader questions about the rigor with which Philippine corporations document major asset transfers.
On June 29, the Office of the City Prosecutor in Pasig served a subpoena on William L. Ang, corporate secretary of Liberty Flour Mills Inc., touching off a legal dispute over paperwork connected to the sale of the Liberty Building. The same day brought a second subpoena to Jose S. Jalandoni, a representative of LFM Properties Corp., Liberty Flour's subsidiary. Both companies disclosed the matter publicly on Tuesday.
The complaint originates from Stella Marie Jill Uy, who alleges violations of the Revised Penal Code—specifically Article 172(1) in relation to Article 171(4)—centered on documents generated during the building transaction. The allegations concern the authenticity or proper execution of paperwork rather than the sale itself.
According to the disclosures, Uy signed the Deed of Absolute Sale on behalf of Liberty Flour, while Jalandoni executed the same document for LFM Properties. Ang's involvement was administrative: he issued a secretary's certificate, a standard corporate document that certifies board resolutions and corporate actions. The complaint names all three men—Ang, Jalandoni, and John Carlos Uy—as respondents.
The specificity of the charges suggests the dispute centers on how the transaction was documented and certified rather than on the legitimacy of the sale itself. A secretary's certificate is a routine instrument in corporate transactions, used to verify that a company's board has authorized a particular action and that the person signing on the company's behalf has the legal authority to do so. If such a certificate is issued falsely or without proper authorization, it can constitute a criminal offense under Philippine law.
The case touches on a fundamental question in corporate governance: the chain of authority and documentation that must accompany major asset transfers. When a company sells a building, the transaction typically requires multiple layers of approval and certification. The board must authorize the sale, the authorized signatory must execute the deed, and the corporate secretary must issue a certificate confirming that all procedural requirements have been met. If any of these steps are compromised—if, for instance, a certificate is issued without proper board authorization or if signatures are affixed without proper delegation—the entire transaction can be called into question.
Liberty Flour and LFM Properties have not publicly commented on the substance of the allegations beyond acknowledging receipt of the subpoenas. The next phase will likely involve the prosecutor's office gathering documents and taking statements from the respondents. The outcome could have implications not only for the individuals named but also for how Philippine companies approach the documentation of major transactions.
Notable Quotes
Uy signed the Deed of Absolute Sale on behalf of Liberty Flour, while Jalandoni signed for LFM Properties— Liberty Flour Mills Inc. disclosure
The Hearth Conversation Another angle on the story
What exactly is a secretary's certificate, and why would someone file a complaint about one?
It's a document the corporate secretary issues to certify that the board has authorized a particular action—in this case, the sale of a building. If it's issued without proper authorization or contains false statements, it becomes a criminal matter.
So the complaint isn't saying the building sale itself was illegal?
Not necessarily. It's saying the paperwork—the way the transaction was documented and certified—may have violated the law. That's a different question from whether the sale should have happened.
Who is Stella Marie Jill Uy, and what's her stake in this?
The source doesn't explain her relationship to the company or why she filed the complaint. She's identified as the complainant, but her role or interest in the transaction isn't disclosed.
Three people are named in the complaint. Are they all equally culpable?
The charges suggest different roles. Uy and Jalandoni signed the deed itself. Ang, as corporate secretary, certified that everything was done properly. If the certificate was false, that's his exposure.
What happens next?
The prosecutor's office will investigate. They'll likely request documents from both companies and take statements from the respondents. Eventually they'll decide whether to file charges or dismiss the complaint.
Could this unravel the entire building sale?
Possibly, depending on what the investigation finds. If the transaction was improperly documented, a court could potentially void it. But that's a civil matter separate from the criminal charges.