Secretary's Certificate (Philippines)
SECRETARY'S CERTIFICATE
[Corporate Name]
SEC Registration No.: [SEC Reg. No.]
[Principal Office], Philippines
I, [Secretary Name], of legal age, [Secretary Nationality], with address at [Secretary Address], being the duly elected and qualified Corporate Secretary of [Corporate Name], a corporation duly organized and existing under the laws of the Republic of the Philippines, do hereby certify that:
1. I am the duly elected and qualified Corporate Secretary of [Corporate Name] (the "Corporation").
2. At the [Meeting Type] of the Board of Directors of the Corporation duly held on [Meeting Date] at [Principal Office], [Quorum Confirmation], the following resolution was duly presented, seconded, and unanimously approved:
[Resolution Title]
[Resolution Text]
3. The foregoing resolution has not been rescinded, revoked, or otherwise modified and is in full force and effect as of the date of this Certificate.
4. The authorized representative(s) under said resolution is/are: [Authorized Officer].
5. The specimen signature(s) of the authorized signatory(ies) appear below this Certificate.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Corporation this [Date] at [Notarization City], Philippines.
[Secretary Name]
Corporate Secretary
[Corporate Name]
SUBSCRIBED AND SWORN to before me this [Date] at [Notarization City], Philippines.
Affiant exhibited his/her valid government-issued ID.
Doc. No. ______;
Page No. ______;
Book No. ______;
Series of ______.
Corporate Secretary
________________
Signature
Notary Public
________________
Signature
What Is a Secretary's Certificate (Philippines)?
A Secretary's Certificate in the Philippines records the details required for the process it supports, providing a clear written account that can be relied on.
Under RA 11232, the Corporate Secretary is a mandatory officer of every Philippine corporation and must be a resident citizen of the Philippines (Section 24). The Corporate Secretary is responsible for recording all official corporate actions, maintaining the stock and transfer book, issuing certified true copies of corporate records, and certifying Board Resolutions — functions that give the Corporate Secretary's certification significant legal weight.
A Secretary's Certificate is legally distinct from the Board Resolution itself. The Board Resolution is the corporate decision; the Secretary's Certificate is the certification attesting to the genuineness and validity of that decision for third parties. Philippine banks, government agencies, and counterparties require a Secretary's Certificate — not just the Board Resolution — because the certificate confirms that: (1) the meeting at which the resolution was passed was duly called and held; (2) a quorum of directors was present; (3) the resolution was duly approved; (4) the resolution has not been rescinded or amended; and (5) the authorized signatories named are indeed incumbents of their stated positions as of the certification date.
The Secretary's Certificate must typically be notarized to be accepted by the Register of Deeds, BIR, and major banks. Its validity is tied to a specific date — most banks and government agencies require a Secretary's Certificate dated not more than 30 to 60 days before use.
The legal framework governing the Secretary's Certificate (Philippines) in Philippines draws on several key statutes and regulatory bodies. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Parties executing a Secretary's Certificate (Philippines) in Philippines should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Revised Corporation Code (RA 11232, 2019) sets the foundational requirements.
When Do You Need a Secretary's Certificate (Philippines)?
A Secretary's Certificate Philippines is needed whenever a corporation must formally demonstrate to an external party that a specific corporate action has been duly authorized.
Bank transactions: BDO Unibank, BPI, Metrobank, Security Bank, and all Philippine banks require a Secretary's Certificate when opening corporate accounts, adding or changing authorized signatories, applying for loans, availing of letters of credit, or any change in banking instructions. The BSP Manual of Regulations for Banks effectively mandates Secretary's Certificates as part of Know-Your-Customer (KYC) documentation for corporate accounts.
Real estate transactions: The Register of Deeds requires a Secretary's Certificate confirming the authority of the officer who signed a Deed of Absolute Sale, Deed of Real Estate Mortgage, Deed of Donation, or other real property instrument on behalf of the corporation — before registering the instrument and annotating it on the TCT or CCT.
SEC and government filings: The SEC requires Secretary's Certificates for filings under the Revised Corporation Code — amendments to Articles of Incorporation, General Information Sheet (GIS) certifications, election of new officers, and applications for secondary licenses.
Government procurement: Under the Government Procurement Reform Act (RA 9184), corporate bidders must submit a Secretary's Certificate confirming the authority of the bid representative and the corporation's commitment to the bid, as part of the eligibility documents under the GPPB Revised IRR.
Contract execution: Counterparties entering into significant contracts with Philippine corporations — joint venture agreements, franchise agreements, real estate lease agreements, and supply contracts — require a Secretary's Certificate confirming that the officer who signs the contract has been duly authorized by the Board of Directors.
Litigation and arbitration: In commercial arbitration before the Philippine Dispute Resolution Center (PDRC) or ICC Manila, and in RTC commercial court proceedings, Secretary's Certificates are routinely submitted to authenticate corporate authorizations.
What to Include in Your Secretary's Certificate (Philippines)
A valid Philippines Secretary's Certificate must include the following essential elements.
Corporation Identity: Full registered corporate name, SEC registration number, and principal office address.
Corporate Secretary's Identity: Full legal name of the Corporate Secretary, their position in the corporation, and confirmation that they are the duly elected and incumbent Corporate Secretary of the corporation.
Meeting Details: Date, time, and place of the board meeting at which the resolution was adopted. Statement that the meeting was duly called and held in accordance with the corporation's By-Laws and RA 11232.
Quorum Confirmation: Statement that a quorum of the Board of Directors was present at the meeting — specifying the number of directors present out of the total number fixed in the Articles of Incorporation.
Resolution Text: The full text of the adopted Board Resolution being certified — either quoted verbatim or attached as an annex with cross-reference.
Status Certification: Certification that the resolution has not been rescinded, revoked, or modified and remains in full force and effect as of the date of the Secretary's Certificate.
Authorized Signatories: Names, specimen signatures, and positions of each officer authorized under the resolution — for bank accounts, this typically includes specimen signature cards.
Corporate Secretary's Signature and Corporate Seal: The Corporate Secretary's signature and, where required, the corporate seal affixed to the certificate.
Notarization: Notarization before a Philippine notary public — required by banks, Register of Deeds, and most government counterparties for the Secretary's Certificate to be accepted as a public instrument.
Date of Certification: The specific date the certificate is issued — counterparties typically require dates within 30 to 60 days of use. Most Philippine banks and the Register of Deeds will not accept a Secretary's Certificate dated more than 60 days before the transaction. The forms-legal.com Secretary's Certificate (Philippines) template covers all elements required by Philippine banks under BSP KYC rules, the SEC under RA 11232, and the Register of Deeds under PD 1529.
Additional compliance elements for a Secretary's Certificate (Philippines) used in Philippines include: Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation.
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Forms Legal. (2026). Secretary's Certificate (Philippines) (Philippines) [Legal document template]. Forms Legal. https://forms-legal.com/philippines/business/corporate/secretary-certificate-philippines
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note = {Free legal document template. Based on Revised Corporation Code (RA 11232, 2019)}
}Frequently Asked Questions
A Secretary's Certificate in the Philippines must be executed by the duly elected and incumbent Corporate Secretary of the corporation. Under the Revised Corporation Code (RA 11232), Section 24, the Corporate Secretary is a mandatory officer of every Philippine corporation and must be a resident citizen of the Philippines. The Corporate Secretary is elected by the Board of Directors and holds office until their successor is elected and qualified. If the Corporate Secretary is absent, incapacitated, or has a conflict of interest, the Board may designate an Assistant Corporate Secretary or an Acting Corporate Secretary to execute the certificate for a specific transaction. However, a Secretary's Certificate executed by a person not properly designated as Corporate Secretary or Acting Corporate Secretary may be questioned by counterparties — banks and the Register of Deeds will verify the signatory's incumbency against the corporation's latest General Information Sheet (GIS) on file with the SEC.
A Secretary's Certificate in the Philippines does not have a fixed statutory validity period under the Revised Corporation Code (RA 11232). However, in practice, Philippine banks (as required by BSP regulations), government agencies, and major counterparties typically accept Secretary's Certificates dated not more than 30 to 60 days before the date of the transaction or submission. After this period, the counterparty may require a fresh Secretary's Certificate — particularly if there may have been changes in board composition, officer appointments, or the authorized signatories named in the original resolution. For recurring banking transactions (ongoing loan facility, multiple drawdowns), banks may accept a Secretary's Certificate valid for 12 months if explicitly stated, with a rider requiring notification of any change in authorized signatories. For one-time transactions such as real estate purchases, a fresh Secretary's Certificate contemporaneous with the transaction is standard practice.
Yes. Under the Government Procurement Reform Act (Republic Act 9184) and its Revised Implementing Rules and Regulations issued by the Government Procurement Policy Board (GPPB), corporate bidders participating in Philippine government procurement must submit a Secretary's Certificate as part of their eligibility documents confirming the authority of the bid representative to sign and submit the bid, the authority of the designated officer to sign the contract if the bid is awarded, and the board authorization to participate in the specific procurement. The Secretary's Certificate must be notarized and dated within an acceptable period specified in the Invitation to Bid (typically 30 to 60 days). The GPPB Revised IRR requires that the Secretary's Certificate identify the procurement project by name and reference number, the specific acts the representative is authorized to perform, and the names and specimen signatures of the authorized signatories. Government procurement officers at PhilGEPS-registered agencies — including DPWH, DepEd, DOH, and LGUs — are trained to scrutinize Secretary's Certificates for corporate bidders and will reject bids with deficient authorization documents. A Secretary's Certificate that does not match the latest General Information Sheet (GIS) on file with the SEC Philippines is a ground for bid disqualification.
While the Revised Corporation Code (RA 11232) does not expressly require notarization of all Secretary's Certificates, Philippine banks, the Register of Deeds, the BIR, and most government agencies in practice require notarization before they will accept a Secretary's Certificate as a public document under Rule 132 of the Rules of Court. Notarization under the 2004 Rules on Notarial Practice requires the Corporate Secretary to personally appear before a Philippine notary public with competent evidence of identity. A notarized Secretary's Certificate is treated as a public instrument, entitling it to a presumption of regularity and greater evidentiary weight. The Securities and Exchange Commission (SEC Philippines) accepts notarized Secretary's Certificates for corporate filings including GIS certifications, officer elections, and amendments to Articles of Incorporation. The Register of Deeds requires notarized Secretary's Certificates before registering deeds of sale, mortgage deeds, and other instruments executed by corporate officers. For multinational corporations with Philippine subsidiaries, apostilled Secretary's Certificates — apostilled under RA 11477 (Philippine Apostille Act of 2019) — are accepted by foreign banks and government agencies without further legalization.
A Board Resolution and a Secretary's Certificate serve related but distinct functions under the Revised Corporation Code (RA 11232). A Board Resolution is the corporate decision itself — the vote taken by the Board of Directors at a duly convened meeting approving a specific action such as opening a bank account, authorizing the execution of a contract, purchasing property, or borrowing money. The Board Resolution is an internal corporate document that may or may not be immediately shared with third parties. A Secretary's Certificate, by contrast, is the Corporate Secretary's formal certification to a third party — typically a bank, the Register of Deeds, the BIR, or a contract counterparty — attesting that: (1) a board meeting was duly convened with proper notice; (2) a quorum of directors was present; (3) the Board Resolution was validly adopted; (4) the resolution has not been rescinded or amended; and (5) the named officer signatories are duly authorized and currently hold their stated positions. Third parties request a Secretary's Certificate rather than just the Board Resolution because the certificate provides the additional authentication and incumbency confirmation that they need for their Know-Your-Customer (KYC) or due diligence requirements under BSP Manual of Regulations for Banks and other applicable rules.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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