Secretary’s Certificate in the Philippines: Purpose, Parts, and Sample

In corporate governance, every significant decision—whether opening a bank account or approving a multi-million-peso merger—requires more than a verbal agreement or handshake. Corporations operate under a strict hierarchy of authorization, ensuring that no action is recognized without the proper internal approvals.

While the boardroom often serves as the engine of a corporation, there is a critical gap between internal deliberation and external execution. External parties rely on formal evidentiary tools to translate a private board resolution into a legally binding public mandate. This is precisely the role of a Secretary’s Certificate.

What is a Secretary’s Certificate?

In corporate law, a Secretary’s Certificate is a formal instrument executed by the duly appointed Corporate Secretary that serves as an official attestation of the corporation’s internal records and legislative actions and as an evidentiary bridge between a corporation’s internal governance and its external legal obligations.

Understanding the Purpose of a Secretary’s Certificate

Once a company is incorporated, it is constituted and recognized as a separate juridical entity endowed with a personality distinct from its incorporators, stockholders, and officers and the capacity to own property, incur obligations, and enter into contracts.  

As defined under Section 2 of the Revised Corporation Code (RCC), a corporation, as the resulting entity, is “an artificial being created by operation of law, having the right of succession and the powers, attributes, and properties expressly authorized by law or incidental to its existence.”

However, as an intangible creation of law, it lacks the physical faculty to execute its powers autonomously and rather depends on the collective will of its Board of Directors (or Trustees). Under the doctrine of corporate agency, the Board does not merely act on behalf of the corporation but, when acting collectively, as the corporation itself. This translates the abstract legal capacity into concrete commercial activity through the passage of a Board Resolution. 

Now, in the stream of commerce, third-party obligors, e.g., financial institutions, regulatory agencies, or contractual counterparties, cannot be expected to look behind the “corporate veil” to inspect private minute books or verify attendance records of board meetings. With this, the Corporate Secretary, being the official custodian of the corporate seal and records, can simply issue a sworn attestation—a Secretary’s Certificate—to certify that a specific resolution was indeed adopted by the Board in compliance with internal company procedures. This certificate transforms a private and internal decision into a public-facing legal fact. 

Generally, the preference for a Secretary’s Certificate over the raw Minutes of the Meeting or the Board Resolution itself is rooted in the principles of evidentiary efficiency, corporate privacy, and the legal doctrine of apparent authority. While the resolution is the substantive act of the board, the Secretary’s Certificate is the formalized “probative vehicle” designed for external reliance. 

Core Elements of a Secretary’s Certificate

While a Secretary’s Certificate may vary in form and content, it generally contains the following essential elements:

1. Venue and Jurat (Notarial Section)

The venue (i.e., typically the “Republic of the Philippines, City of…”) establishes the geographic jurisdiction where the oath is administered. On the other hand, the jurat (i.e., “S.S.” or “scilicet”) indicates the specific place of the act. 

2. Header or Title

This formally designates the instrument’s legal character as a “Secretary’s Certificate,” distinguishes it from general affidavits or internal minutes, and provides immediate notice to third-party obligors of its purpose.

3. Certification Clause 

In this clause, the Corporate Secretary affirms his or her identity, citizenship, and status as the custodian of the corporate records. This establishes the legal nexus between the natural person signing and the separate juridical entity. 

4. Meeting Details

This recites the procedural history of the board action, including the date, type of meeting, and the presence of a quorum, and proves that the board’s collective will was exercised in strict compliance with the RCC and internal Bylaws. 

5. Resolution

This is the substantive heart of the certificate, which reproduces verbatim “RESOLVED” clauses from the corporate minutes. It defines the specific mandate granted—such as opening bank accounts—and identifies the officers authorized. 

In University of Mindanao, Inc. vs. Bangko Sentral ng Pilipinas, G.R. No. 194964-65 (01-11-2016), a Secretary’s Certificate was issued to secure a loan, but the Corporate Secretary later testified that no actual board meeting took place and she only signed the certificate upon the Chairman’s order. The Supreme Court declared the mortgage void and held that a Secretary’s Certificate cannot bypass the requirement of a valid board meeting.  

6. Closing Clause

Depending on the purpose of the certificate, this may contain the “subsistence statement,” affirming that the resolution remains in full force, which protects the obligors against the risk of rescinded corporate acts.

7. Signature and Notarization

The execution concludes with the Corporate Secretary’s signature and the Notary’s acknowledgement, often supported by a Tax Identification Number (TIN). This final act grants the instrument a presumption of regularity.