Things you need to know about Secretary's Certificate (for closure of business).
1. What is a Secretary’s Certificate?
A Secretary's Certificate is a written document by 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.
2. When do you need a Secretary’s Certificate?
A Secretary's Certificate is required when amending the Articles of Incorporation to show that the 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; and
- 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 the corporation’s behalf.
3. What does this Secretary’s Certificate say?
This Secretary’s Certificate certifies that the following Board Resolutions were passed by the Board of Directors:
- The corporation is ceasing its business operations effective on a certain date; and
- The corporation has authorized certain individuals to implement the corporation's cessation of business operations.
4. How can this Secretary’s Certificate protect you?
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.
5. What information do you need to create a Secretary’s Certificate?
To create your Secretary’s Certificate you’ll need the following minimum information:
- The details of the Corporate Secretary (e.g. name, office address);
- The details of the corporation (e.g. name);
- The date of the Board Meeting when the Board Resolutions were passed;
- The effective date of closure of the business; and
- The names of the representatives of the corporation who will implement the Board Resolutions.
6. How much is the document?
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.