Secretary's Certificate

What is a Secretary's Certificate?

A Secretary's Certificate is a written document by the Corporate Secretary used to state that certain acts are approved by the Corporation or to authorize certain persons to perform specific acts for or on behalf of the corporation. The Corporate Secretary is an officer of a corporation, who is in charge of ensuring that the corporation is compliant with the requirements of the Securities and Exchange Commission and other requirements provided by law, and of managing the affairs outside and within the corporation.

A corporation may be stock or non-stock corporation. A stock corporation is a business organization that issues shares of stock meaning the persons involved (called shareholders) have ownership over the capital of the stock corporation. While a non-stock corporation is an organization that does not issue shares of stock meaning the persons involved (called the members) do not have ownership over the capital of the corporation.

What is the difference between a Secretary's Certificate and a Partner's Certificate?

While both a Secretary's Certificate and a Partner's Certificate are issued to establish that certain acts are approved by the partnership or corporation, or to that certain persons are authorized to perform specific acts for or on behalf of the partnership or corporation, a Secretary's Certificate is issued by a corporate secretary, while a Partner's Certificate is issued by an authorized partner or a general partner.

Further, a Secretary's Certificate is used to establish that certain acts are performed for or on behalf of a corporation, while a Partner's Certificate is used to establish that certain acts are performed for or on behalf of a partnership.

When is a Secretary's Certificate mandatory?

A Secretary's Certificate is mandatory to certify certain situations which include but are not limited to the following:

• that the amendments of the Articles of Incorporation have been duly approved by the required vote of the stockholders or members of the corporation,
• that the corporation has approved the increase or decrease of the corporation's authorized capital stock (or the shares of stock that the corporation is legally allowed to issue),
• the list of stockholders at the date of approval of the increase or decrease of the authorized capital stock,
• that stockholders who did not subscribe to the increase has waived their pre-emptive rights. A Pre-emptive right is a right granted to the stockholders of a corporation to be granted the first option to buy the unissued capital stock or to any increase in the authorized capital stock of a corporation,
• that there is no pending case involving a dispute involving persons within the corporation, or
• that certain acts performed on behalf of the corporation are approved.

For more information as to when a Secretary's Certificate may be required, the Revised Corporation Code of the Philippines and the rules and regulations of Securities and Exchange Commission may be checked.

What are the prerequisites of a Secretary's Certificate?

There must be a resolution passed by the board of directors or the stockholders (in case of a stock corporation), or board of trustees or the members (in case of non-stock corporation) of the corporation stating that certain acts are approved for or on behalf of the corporation. This resolution will be the basis for which a Secretary's Certificate is executed or signed by the Corporate Secretary.

Who is involved in a Secretary's Certificate?

It is the corporate secretary who signs the Secretary's Certificate, stating that certain acts are approved by the corporation. The Corporate Secretary is an officer of a corporation who should be a Filipino citizen, a resident of the Philippines, and is prohibited from acting as the president of the corporation.

What can be the duration of a Secretary's Certificate?

The Secretary's Certificate is valid until the acts indicated in the document are already performed or accomplished.

What has to be done once a Secretary's Certificate is ready?

Once the Secretary's Certificate is completed, at least 3 original copies of the document should be printed. The Corporate Secretary should present himself to a notary public and notary public will usually keep one original copy of the document. And the corporate secretary will keep one original copy for his records, and another for the records of the corporation.

Once notarized, the document may be used as necessary, i.e. establishing that certain corporate acts are approved by the corporation.

Is it necessary to notarize a Secretary's Certificate for it to be valid?

Yes. The act of proving or certifying corporate acts by the corporate secretary is in effect, making a sworn statement. Sworn statements should be executed or signed in the presence of a notary public. If a secretary's certificate is not notarized, the acts approved may not be approved by the Securities and Exchange Commission, and may not be respected by other persons with whom the corporation transacts.

Is it necessary to submit the Secretary's Certificate before the Securities and Exchange Commission?

In order for the Securities and Exchange Commission (SEC) to approve certain acts by the corporation such as the increase or decrease of the authorized capital stock, amendment of the Articles of Incorporation, and the By-Laws, among others, a Secretary's Certificate should be submitted to the SEC. This is because the SEC oversees and regulates all of the corporate transactions within the Philippines.

What are the costs involved in the finalization of a Secretary's Certificate?

Notarization fees for a Secretary's Certificate are typically PHP100 to PHP500.

What must a Secretary's certificate contain?

A Secretary's Certificate should contain the following information:

• The details of the Corporate Secretary,
• The resolution passed whether by the board of directors or by the stockholders,
• The acts certified or authorized under the Secretary's Certificate, and
• The date on which the meeting was held.

Which laws are applicable to a Secretary's Certificate?

The format or content of a Secretary's Certificate is generally not governed by any laws in the Philippines. However, R.A. 11232 or the Revised Corporation Code of the Philippines and the Securities and Exchange Commission require certain acts of the Corporation to be certified by the Corporate Secretary, such as the increase or decrease of the authorized capital stock, amendment of the Articles of Incorporation and the By-Laws, among others.

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