A Treasurer's Affidavit or a Treasurer's Certificate is a document that is subscribed and sworn to by the Treasurer of a corporation to certify the amounts subscribed and paid by the subscribers (for stock corporations) or the amounts contributed (for non-stock corporations). It is one of the requirements for incorporation of corporations or for the increase of the authorized capital stock for stock corporations.
A corporation can be a stock corporation or a non-stock corporation.
A stock corporation has a capital stock that is divided into shares that may or may not have a par value. Par values are the minimum subscription or issue price of the shares of the corporation. Stock corporations are authorized to engage in income generating activities and to distribute dividends to its shareholders. Stock corporations are generally not required to have a minimum authorized capital stock. Stocks cannot be issued below the par value or issue price.
A Treasurer's Affidavit is required for the incorporation of stock corporations to certify that twenty-five percent (25%) of the authorized capital stock has been subscribed and twenty-five percent (25%) of the subscribed amount has been paid by the subscribers. It is also used when the Articles of Incorporation will be amended to show an increase in the authorized capital stock. When the Treasurer's Affidavit will be used for the increase in authorized capital stock, the Treasurer certifies that twenty-five percent (25%) of the increase has been subscribed to and twenty-five percent (25%) of the subscribed amount has been paid by the subscribers.
A non-stock corporation does not have stocks and no part of its income can be distributed to its members, trustees, or officers as dividends. Any profit generated by the non-stock corporation as an incident to its operation can, whenever necessary or proper, only be used for the furtherance of the purpose or purposes for which the non-stock corporation was organized. A non-stock corporation is formed or organized for charitable, religious, educational, professional, cultural, fraternal, literary, scientific, social, civic service, or similar purposes, like trade, industry, agricultural, and like chambers, or any combinations thereof.
A Treasurer's Certificate is required for the incorporation of non-stock corporations to certify the names of the contributors or donors and the amounts that they contributed or donated to the non-stock corporation. It should be noted that for non-stock corporations that are foundations, a minimum contributed capital of One Million Philippine Pesos (P1,000,000.00) is required.
How to use this document
The user will be asked the following information:
Once the information has been entered, the user will be asked where the document will be notarized. It will also ask for the type of ID that the Treasurer will present to the notary public and other details on the ID such as the ID number and expiry or issue date. The ID should be issued by an official agency and should bear the photograph and signature of the Treasurer.
Once the document is completed, the user should print at least three (3) copies of the document. The Treasurer should go to a notary public, present their ID, and subscribe and swear to the contents of the document. Thereafter, the Treasurer should sign the document in the presence of the notary public. Once the Treasurer has signed the document, the notary public will affix their seal and also sign the document. The notary public will keep one (1) original copy of the document.
The Treasurer should keep at least one (1) original copy for the records of the corporation. One (1) original copy may be submitted to the Securities and Exchange Commission with other documentary requirements such as the Articles of Incorporation for stock and non-stock corporations.
Laws relating to Corporations are governed by the Corporation Code of the Philippines. However, other laws, such as but not limited to the 1987 Constitution of the Republic of the Philippines, the Foreign Investments Act, specifically the Foreign Investment Negative List, and the Anti-Dummy Law, may affect the ownership and board membership requirements of a corporation, depending on the business of the corporation.
Affidavits are governed by the 2004 Rules on Notarial Practice. It should also be noted that making untruthful statements in a notarized affidavit may be punishable under the Revised Penal Code of the Philippines.
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