What is a Secretary’s Certificate?
A Secretary’s Certificate is a written document executed and signed by the Corporate Secretary used to certify corporate actions or resolutions of the Board of Directors. (i.e. Board Resolutions).
Pursuant to Section 22 of the Revised Corporation Code of the Philippines, it is expressly stated that the Board of Directors or Trustees shall exercise the corporate powers, conduct all business, and control all properties of the corporation. Meetings are shown for the Board to discuss matters and concerns of the corporation. The meeting is documented through a Board Resolution. A Board Resolution is a formalized document of the corporation’s meeting minutes. Thus, the Corporate Secretary shall prepare the Secretary’s Certificate which then will enumerate the resolutions approved and adopted and the same shall be certified.
A Corporate Secretary is responsible for making and keeping records of the corporation, attesting to votes, resolutions, and proceedings. Among others, a corporate secretary ensures compliance in pursuance to corporate governance.
What are the usual contents found in a Secretary’s Certificate?
In a Secretary’s Certificate, one needs to state the following:
Details of the Corporate Secretary (their name and office address).
Details of the Corporation (the name of the Corporation, a short description,, and its office address).
The date of the Board Meeting when the Board Resolution on which the Certificate was held.
The names of the authorized signatories of the Corporation.
The details of the Board Resolution.
How is it different from a Special Power of Attorney?
While a Secretary’s Certificate allows an individual or a group to represent a Corporation when the Board Resolution delegates such authority, a Special Power of Attorney or otherwise known as “SPA”, is a written document that authorizes a person (the Agent) to act on behalf of another person (the Principal) to manage transactions. It allows an individual to give the person he will be appointing the ability to make certain decisions on their behalf.
What must be stated in the Special Power of Attorney?
In a Special Power of Attorney, the contents are as follows:
The type of Principal (he may be an individual or a group), the name and their details;
The type of agent (he may be an individual or a group) as well as their name and details;
The powers to be granted to the agent.
When do you present a Secretary’s Certificate and when do you use a Special Power of Attorney?
One presents a Secretary’s Certificate to showcase their authority to act on behalf of a Corporation. In contrast, a Special Power of Attorney is for an individual to show their authority to act on behalf of an individual.
In a nutshell, a Secretary’s Certificate enumerates the resolutions approved and adopted and certifies that these resolutions are not revoked, altered, or modified. Reliance on the Certificate by third parties on its validity ensures on its face that the contents were indeed done and decided on by the Board Of Directors. Furthermore, when questioning an individual’s authority to act on behalf of a corporation, the signed and sealed Secretary’s Certificate specifying a corporation’s delegated authority to an individual is binding on the Corporation and third parties.
By: Jessica Daphne D. Salonga
