Secretary's Certificate

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Please enter the full name of the corporate secretary.

The Corporate Secretary is an officer of a corporation. They should be a resident and citizen of the Philippines.

A Secretary's Certificate is used to certify or state that certain acts are made for the corporation.

A Secretary's Certificate is required when amending the Articles of Incorporation to show that the amendments have been approved by the required vote of the stockholders or members of the corporation. It is also needed when increasing or decreasing the authorized capital stock (the maximum number of shares that the corporation is allowed to issue for its investors).

Specifically, it is needed to certify:

  • 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 waived their right to buy shares first if a stockholder decides to sell his (this is called the stockholder's pre-emptive right),
  • that there is no pending case involving the people within the corporation (this is also called an intra-corporate dispute).
  • A Secretary's Certificate may also be needed to show that a person who will enter into transactions, such as contracts, on behalf of a corporation is so permitted by the corporation.

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SECRETARY'S CERTIFICATE


I, ________, Filipino, of legal age, and with address at: ________, being duly sworn, depose and state that:


1. I am the duly elected and qualified Corporate Secretary of: ________, (the "Corporation") a corporation duly organized and existing under Philippine laws, with office address at: ________.


2. At the regular meeting of the board of directors of the Corporation held on ________, the board of directors approved the following:

"________"


3. The foregoing has not been revoked, suspended or amended.


IN WITNESS WHEREOF, I have hereunto set my hand this......................................in the City/Municipality of _______________________________ Province of _______________________________, Philippines.



________
Corporate Secretary


SUBSCRIBED AND SWORN TO before me this......................................, affiant is personally known to me and exhibited to me the following competent proof of identity: _______________________________________.



Doc No....................;
Page No....................;
Book No....................;
Series of....................

Preview your document

SECRETARY'S CERTIFICATE


I, ________, Filipino, of legal age, and with address at: ________, being duly sworn, depose and state that:


1. I am the duly elected and qualified Corporate Secretary of: ________, (the "Corporation") a corporation duly organized and existing under Philippine laws, with office address at: ________.


2. At the regular meeting of the board of directors of the Corporation held on ________, the board of directors approved the following:

"________"


3. The foregoing has not been revoked, suspended or amended.


IN WITNESS WHEREOF, I have hereunto set my hand this......................................in the City/Municipality of _______________________________ Province of _______________________________, Philippines.



________
Corporate Secretary


SUBSCRIBED AND SWORN TO before me this......................................, affiant is personally known to me and exhibited to me the following competent proof of identity: _______________________________________.



Doc No....................;
Page No....................;
Book No....................;
Series of....................

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