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Last updated on 29 December 2023
A Secretary's Certificate is a document from the Corporate Secretary used to certify corporate acts or records (e.g. Board Resolutions passed by the Board of Directors). It is also signed and sealed by the Corporate Secretary.
A Secretary's Certificate is used when amending the Articles of Incorporation to show that the amendments were 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:
A Secretary's Certificate may also be needed to show the authority of a person who will enter into transactions (such as contracts) on the corporation’s behalf.
This Secretary’s Certificate certifies that the Board of Directors passed the following Board Resolutions:
A contract is voidable if the individual that signed the contract on the corporation’s behalf did not have the authority to do so. The best way to prove that an individual is authorized to act on a corporation's behalf (e.g. to sign a contract on the corporation’s behalf) is to ask for a "Secretary's Certificate" saying that the Board of Directors have voted to delegate authority to a specific individual or group to sign and enter into such contract.
If you have a signed and sealed Secretary's Certificate saying that the corporation has delegated authority to that individual, any contract signed by that individual on the corporation's behalf would be binding on the corporation.
To create your Secretary’s Certificate you’ll need the following minimum information:
The document costs PHP 400 for a one-time purchase. Once purchased, you have unlimited use and revisions of this type of document.
You can also avail of Premium subscription at PHP 1,000 and get (a) unlimited use of our growing library of documents (from affidavits to contracts); and (b) unlimited use of our “Ask an Attorney” service, which lets you consult an expert lawyer anytime for any legal concern you have.