A Secretary’s Certificate is a written document executed by the Corporate Secretary confirming the actions and resolutions of the Board of Directors. When regular on its face, third parties may rely on the Secretary’s Certificate without need of further investigation on the veracity of the facts contained therein.
The Corporate Secretary is a corporate officer.
Section 24 of Republic Act No. 11232, otherwise known as the Revised Corporation Code of the Philippines, provides that the corporate officers of a corporation are the president, treasurer, secretary and such other officers as may be provided in the bylaws. Thus, the law expressly classifies the Corporate Secretary as a corporate officer.
The Corporate Secretary does not have to be a director but must be a resident and citizen of the Philippines.
A Corporate Secretary does not have to be a director of the corporation, unless provided otherwise in the bylaws. However, it is mandated by law that the Corporate Secretary be a citizen and resident of the Philippines. Further, the law prohibits the president from concurrently holding the position of corporate secretary.
In Civil Service Commission vs. Javier (G.R. No. 173264, 22 February 2008), the Supreme Court held that the Corporate Secretary is akin to a personal secretary, except that while the private secretary works for only one person, the Corporate Secretary is secretary to the entire board, composed of a number of persons, but who essentially act as one body.
It is generally the duty of the Corporate Secretary to make and keep the records of the corporation and make proper entries of the votes, resolutions and proceedings of the stockholders and directors in the management of the corporation and all matters required to be entered in the records [De Leon, The Corporation Code of the Philippines Annotated (10th Ed. 2010) p.274]. In corporate meetings, the Corporate Secretary is tasked to send out the notices of meetings, receive proxies, certify the existence of a quorum, note the vote of the directors and ensure the proper holding of the meeting.
The Secretary’s Certificate will enumerate the resolutions approved and adopted by the Board of Directors.
Section 22 of the Revised Corporation Code of the Philippines expressly states that the board of directors or trustees shall exercise the corporate powers, conduct all business, and control all properties of the corporation. Since the corporation exercises corporate powers through its Board of Directors, meetings are generally held by the Board to discuss the going concerns of the corporation as well as approve or disapprove corporate measures. This discussion is documented in the minutes of the meeting. Thereafter, the said minutes are formalized in a document called a Board Resolution. Consequently, a Board Resolution is a formal document which serves as evidence of the actions and matters taken by the directors of the corporation in the meeting duly held. To attest to these resolutions, the Corporate Secretary shall prepare the Secretary’s Certificate. This Certificate will enumerate the resolutions approved and adopted as well as certify that said resolutions were not revoked, altered or modified and thus, may be relied upon until written notice to the contrary is issued by the corporation. In a nutshell, the Secretary’s Certificate is a written document executed by the Corporate Secretary confirming the actions and resolutions of the Board of Directors. Thus, third parties can rely on the Secretary’s Certificate and assume that the resolutions embodied therein were indeed done by the Board of Directors. This finds support in the Supreme Court ruling in the case of Esguerra vs. Court of Appeals (G.R. No. 119310, 3 February 1997) where it ruled that the Secretary’s Certificate, when regular on its face can be sufficient for other parties to rely on without need of further investigation on the veracity of the facts contained therein. The Supreme Court ratiocinated that to do otherwise would make business transactions of corporations tortuously slow and unnecessarily hampered.
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