Can a Secretary’s Certificate Authorize Corporate Criminal Charges?

Introduction

A corporation acts through its board of directors, trustees, officers, and authorized agents. Because a corporation is an artificial juridical person, it cannot personally sign a complaint-affidavit, appear before the prosecutor, testify, or make procedural decisions. These acts must be performed by a natural person who has proper corporate authority.

For this reason, a company representative who files a criminal complaint on behalf of a corporation should ordinarily present a valid board resolution or Secretary’s Certificate establishing the authority to act. The document is not merely a formality. It demonstrates that the corporation, through its governing body, decided to initiate the proceeding and authorized the named representative to perform the necessary acts.

What Is a Secretary’s Certificate?

A Secretary’s Certificate is a certification issued by the corporate secretary concerning a corporate act, usually a resolution adopted by the board of directors or trustees. In criminal proceedings, it commonly identifies the corporation, states the board action, and names the person authorized to sign and file the complaint-affidavit.

The certificate does not ordinarily create the authority by itself. Its function is to evidence and authenticate the board’s authorization. The underlying authority should come from a valid board action adopted in accordance with the corporation’s governing law and internal rules.

Why Board Authorization Is Required

Under the Revised Corporation Code of the Philippines, corporate powers are exercised by the board of directors or trustees, except for powers assigned by law to the stockholders or members. Officers and agents may perform acts for the corporation only when authority has been granted by the board, the by-laws, or a valid delegation.

The Supreme Court has repeatedly recognized that the power of a corporation to sue and be sued belongs to the board. Physical acts, such as signing a complaint or executing an affidavit, may be performed by an individual only when that person has been properly authorized. This doctrine was reiterated in Cebu Bionic Builders Supply, Inc., et al. v. Development Bank of the Philippines, et al., G.R. No. 154366, 2010.

More recently, the Court explained that corporate power cannot be exercised by officers or agents without board authority. It also recognized that, in appropriate circumstances, a Secretary’s Certificate may sufficiently prove the authority of the person representing the corporation in court. See Golangco Construction Corporation v. Philippine Commercial and International Bank, G.R. No. 269981, 2025.

Who Is the Real Party in a Corporate Criminal Case?

In a criminal case, the People of the Philippines is the real party in interest with respect to the criminal prosecution. The private offended party is a real party in interest as to the civil aspect arising from the crime.

Thus, a corporation that was defrauded, injured, or otherwise victimized may initiate or support the criminal proceeding concerning the civil aspect of the offense. However, the individual who signs or files the complaint must show that the corporation authorized that person to act.

In Pili, Jr. v. Resurreccion, G.R. No. 222798, 2019, the Supreme Court held that the failure to include the principal or real party in interest in the title of the complaint is not necessarily fatal when the body of the pleading sufficiently establishes the party’s interest and the representative’s authority. The Court considered a Secretary’s Certificate, together with the complaint-affidavit and the record of the proceedings, in determining that the corporate representative was authorized to act.

What Authority Should the Board Resolution Contain?

The resolution should be sufficiently specific for the intended proceeding. At a minimum, it should authorize the representative to perform the acts necessary to initiate and prosecute the complaint.

A properly prepared resolution or certificate will generally identify:

• The corporation, including its complete corporate name and, when appropriate, SEC registration number;
• The board meeting, including its date, place, quorum, and approval of the resolution;
• The authorized representative, including the person’s full name and position;
• The subject matter, transaction, respondent, or criminal offense involved, when known; and
• The scope of authority, including authority to sign, file, verify, submit evidence, execute affidavits, attend conferences, and perform related acts.

If the representative will be permitted to enter into an amicable settlement, submit to alternative dispute resolution, make admissions, or stipulate on facts and documents, those powers should be expressly stated. The Rules on Expedited Procedures in the First Level Courts specifically require a Special Power of Attorney, board resolution, or Secretary’s Certificate when a representative will attend on behalf of a party and exercise such authority.

Can a Corporate Officer File Without a Secretary’s Certificate?

Not automatically. The fact that a person is the president, general manager, corporate secretary, or another officer does not by itself establish authority to institute every legal proceeding for the corporation.

The corporation’s by-laws, board resolutions, employment authority, and the circumstances of the case must be examined. If the officer’s authority is expressly granted by the by-laws or a prior board resolution, a separate certificate may not always be indispensable. Nevertheless, attaching a Secretary’s Certificate is the safer and more efficient method of proving authority before the prosecutor or court.

Absent proof of authority, the opposing party may question whether the complaint was properly initiated in the corporation’s name. The defect may also delay the proceedings, require submission of additional documents, or create issues concerning the representative’s capacity to testify and participate in the civil aspect of the case.

What Should the Secretary’s Certificate State?

A Secretary’s Certificate for a corporate criminal complaint may include the following matters:

• The corporation’s legal name and principal office;
• The date and place of the board meeting;
• The presence of a quorum;
• The text of the approved resolution;
• The identity and position of the authorized representative;
• The authority to execute and file the complaint-affidavit and supporting documents;
• The authority to appear before the prosecutor, law-enforcement agency, or court;
• The authority to engage counsel and sign necessary pleadings and affidavits; and
• The certification that the resolution remains valid and has not been revoked or amended.

The corporate secretary should sign the certificate in that official capacity. The document should also be notarized when required by the receiving office or when notarization is necessary to establish its authenticity.

Authority to File Versus Authority to Prosecute

Authority to file a complaint is distinct from authority to perform later acts in the proceeding. A resolution limited to filing the complaint may not clearly authorize the representative to sign supplemental affidavits, submit evidence, testify, receive notices, or make binding admissions.

For this reason, the board resolution should use sufficiently broad but definite language. It should identify the proceeding and authorize the representative to take all acts reasonably related to the filing and prosecution of the complaint, subject to limitations imposed by the board.

Where the corporation intends to pursue the civil aspect of the offense, the resolution should expressly authorize the representative to participate in that aspect and to coordinate with counsel regarding restitution, damages, settlement, and related relief.

Effect of Errors in the Corporate Authorization

An error in the title, resolution number, date, or wording of the Secretary’s Certificate does not automatically establish that the representative lacked authority. The material question is whether the corporate records, considered as a whole, demonstrate a valid board decision and a clear grant of authority.

In Deltaventure Resources, Inc. v. Martinez, Administrative Case No. 9268, 2020, the records discussed inconsistencies involving board-resolution numbers and the preparation of the Secretary’s Certificate. The case illustrates the importance of preserving accurate board minutes, approved resolutions, and corporate-secretary records when the authority of a representative is later challenged.

Courts may consider the certificate, the board records, the complaint-affidavit, and the corporation’s subsequent conduct. Still, reliance on later explanations is risky. The best practice is to correct documentary errors promptly and submit the original or certified corporate records when authority is disputed.

Common Situations Requiring Care

Change in corporate officers

If the person named in the certificate is no longer an officer or employee, the corporation should issue a new authorization or confirm that the prior authority remains effective. The board should also revoke prior authority when necessary.

Multiple corporations involved

Each corporation must separately authorize its own representative. One Secretary’s Certificate should not be assumed to cover affiliated companies, subsidiaries, or shareholders unless the document clearly states the legal basis for such authority.

Corporate disputes

If rival corporate factions claim authority, the prosecutor or court may examine the validity of the board meeting, quorum, election of directors, and corporate records. A certificate issued by a corporate secretary whose appointment is itself disputed may not resolve the controversy.

One Person Corporation

An One Person Corporation has a different governance structure because it has a single stockholder who may also be the sole director. The corporation should submit the form of authorization required by applicable SEC rules and procedures, which may include a Sole Director Certificate rather than a traditional board Secretary’s Certificate.

Notarization and Personal Appearance

Notarization does not cure a lack of corporate authority. It only authenticates the execution of the document when the requirements for notarization are satisfied.

A notary public must require the personal appearance of the signatory and the affixing of the handwritten signature in the notary’s presence. In Kiener v. Amores, Administrative Case No. 9417, 2020, the Supreme Court emphasized that notarization is a public act affected with public interest. Failure to comply with personal-appearance requirements, as well as other notarial requirements, may result in administrative liability and may undermine the reliability of the document.

Corporate Filing and SEC Requirements

SEC procedures likewise recognize the importance of a board resolution embodied in a Secretary’s Certificate when a representative files reports or documents for a corporation. SEC Memorandum Circular No. 03, Series of 2021 requires a board resolution, as embodied in a Secretary’s Certificate, authorizing a company representative to file reports on behalf of the corporation for enrollment in the SEC Online Submission Tool.

Although SEC filing requirements are distinct from prosecutorial requirements, they reflect the same corporate-law principle: a representative must be able to show that the corporation authorized the act being performed.

Recommended Documentation Before Filing

Before filing a criminal complaint for a corporation, counsel and the corporate representative should verify the following:

• The board resolution was adopted by the proper body and with a valid quorum;
• The resolution identifies the authorized representative by name;
• The authority covers the specific complaint and related proceedings;
• The Secretary’s Certificate accurately reproduces or summarizes the approved resolution;
• The certificate is signed by the incumbent corporate secretary;
• The corporation’s current SEC records support the identity of its directors and officers; and
• The complaint-affidavit, supporting affidavits, and documentary evidence are consistent with the corporate authorization.

Counsel should also determine whether the corporation has authority to pursue the civil aspect, whether a demand or internal investigation is appropriate, and whether the complaint must be filed by the corporation itself or by an authorized representative acting for it.

Conclusion

A corporation’s representative should not file a criminal complaint on behalf of the company without clear proof of corporate authority. The preferred evidence is a valid board resolution reflected in a properly executed Secretary’s Certificate, with language broad enough to cover filing, representation, evidence submission, testimony, and participation in the civil aspect when applicable.

The certificate should be prepared before filing, supported by accurate corporate records, and reviewed for consistency with the corporation’s current officers and governing documents. When authority is challenged, courts generally examine substance and the complete record, but careful documentation remains the most reliable way to prevent procedural objections and delays.

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