��������Ƶ

A Certificate of Secretary is an official document signed by a corporate secretary confirming specific actions, decisions, or facts about a company in the Philippines. It carries legal weight because the secretary serves as the official record-keeper and witness to board meetings, resolutions, and other corporate activities.

Companies commonly need this certificate when dealing with banks, government agencies like the SEC, or business partners. The secretary can certify details like board meeting minutes, stockholder information, or authorized signatories. Under Philippine corporation law, this document helps prove that corporate actions were properly authorized and recorded.

You need a Certificate of Secretary when proving official company actions to external parties in the Philippines. Banks require it to verify authorized signatories for new accounts or loans. Government agencies like the SEC ask for it when filing corporate reports or amendments to company documents.

The certificate becomes essential during major transactions - selling company assets, changing board members, or updating company bylaws. It helps protect your business interests by formally documenting that decisions followed proper procedures. Many organizations also use it for tax compliance, license applications, and opening branch offices.

• Basic Corporate Records: Certifies routine matters like board meeting minutes, stockholder information, or officer appointments
• Banking and Financial: Details authorized signatories, specimen signatures, and specific powers for financial transactions
• Regulatory Compliance: Confirms compliance with SEC requirements, including organizational changes or annual reports
• Property and Asset: Validates corporate authority for property transactions, leases, or major asset disposals
• Branch Office: Certifies board approvals for establishing new locations or appointing branch representatives

• Corporate Secretary: Prepares and signs the certificate, ensuring accuracy of corporate records and maintaining legal compliance
• Board of Directors: Relies on these certificates to document their decisions and demonstrate proper governance
• Banks and Financial Institutions: Request certificates to verify company representatives and transaction authority
• Government Agencies: Accept certificates as proof of corporate actions, particularly the SEC and BIR
• Business Partners: Use certificates to confirm company authority in contracts and major transactions

• Basic Details: Gather company name, registration number, and principal office address from SEC documents
• Meeting Information: Note date, time, location, and attendees of the relevant board meeting or corporate action
• Resolution Details: Collect exact wording of board resolutions or decisions being certified
• Supporting Documents: Prepare copies of meeting minutes, bylaws, or other relevant corporate records
• Verification Steps: Confirm accuracy of all facts, dates, and names before signing and notarizing
• Format Check: Use our platform's templates to ensure all required elements are properly included

• Title and Date: Clear identification as Certificate of Secretary with execution date
• Company Details: Full legal name, SEC registration number, and principal office address
• Matter Being Certified: Specific description of the corporate action or fact being attested to
• Authority Statement: Declaration of secretary's position and authority to certify
• Reference Documents: Citations of relevant board resolutions or corporate records
• Attestation Clause: Clear statement certifying the truth of contents
• Signature Block: Secretary's name, signature, and corporate seal if required
• Notarization Section: Space for notary acknowledgment when needed

A Certificate of Secretary is often confused with a Certificate of Incumbency, but they serve distinct purposes in Philippine corporate governance. While both documents verify corporate information, their scope and application differ significantly.

• Purpose and Scope: A Certificate of Secretary can verify various corporate actions and decisions, while a Certificate of Incumbency specifically confirms the identity and positions of current company officers
• Content Coverage: The Secretary's certificate covers board resolutions, meeting minutes, and general corporate matters. Incumbency certificates focus solely on officer appointments and terms
• Usage Context: Banks and business partners typically request Secretary's certificates for transaction authority, while international dealings often require Incumbency certificates
• Legal Weight: Both carry official weight, but Secretary's certificates have broader acceptance in domestic Philippine transactions