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Secretary's Certificate

Last revision Last revision 01/15/2024
Formats FormatsWord and PDF
Size Size1 page
4.9 - 12 votes
Fill out the template

Last revisionLast revision: 01/15/2024

FormatsAvailable formats: Word and PDF

SizeSize: 1 page

Rating: 4.9 - 12 votes

Fill out the template

A Secretary's Certificate is a written document by the Corporate Secretary used to certify corporate acts or records. The Corporate Secretary is an officer of a corporation. They should be a resident and citizen of the Philippines.

A Secretary's Certificate is required when amending the Articles of Incorporation to show that the amendments or amendments have been duly 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. 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 pre-emptive rights;

- that there is no pending case involving intra-corporate dispute.

A Secretary's Certificate may also be needed to show the authority of a person who will enter into transactions, such as contracts, on behalf of a corporation.

How to use this document

The user will be asked to provide the name and address of the Corporate Secretary. Thereafter, information regarding the corporation shall also be asked, specifically, its name, principal address, and the type of corporation it is formed as (stock or non-stock corporation). The user will then be asked for the purpose of the Secretary's Certificate.

If the Secretary's Certificate is for a stock corporation, the user can use the document for the increase of the authorized capital stock. Specifically, it will certify:

- that the increase was approved by the board of directors and the stockholders;

- that the stockholders who did not subscribe to the increase have waived their pre-emptive rights. Pre-emptive right is a right granted to the stockholders of a corporation to be granted the first option to subscribe to any opening of the unissued capital stock or to any increase in the authorized capital stock of a corporation;

- that there is no pending case involving intra-corporate dispute.

The user will also be asked to provide information to notarize the document such as the province, city, or municipality where it will be notarized and the proof of identification that will be presented to the notary public. The proof of identification must have been issued by an official agency bearing the Corporate Secretary's photograph and signature.

Once the document is completed, the user should print at least 3 original copies of the document. The Corporate Secretary should present themselves to a notary public where they will swear to the truth of the contents of the Secretary's Certificate and sign the document in front of the notary public. The notary public will then affix their seal and signature on the document. The notary public will usually keep one original copy of the document.

Once notarized, the document may be used as necessary.

Applicable law

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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