When a corporation acts through a person — opening a bank account, signing a deed, taking out a loan, or appearing before a government office — the other side needs proof that the corporation actually authorized the act. That proof is the Secretary's Certificate: a sworn statement by the Corporate Secretary certifying the board resolution and the persons authorized to carry it out. Banks, the Registry of Deeds, the BIR, and the SEC routinely require one. This guide explains what the certificate must contain, why it is sworn under a jurat, and the corporate-law rules behind it.
What Is a Secretary's Certificate?
A Secretary's Certificate is a document executed by a corporation's Corporate Secretary certifying that the board of directors (or the stockholders) adopted one or more resolutions at a duly called meeting where a quorum was present. The secretary quotes the resolution verbatim, certifies that it remains in full force and has not been revoked, and swears to its truth before a notary public. Because the secretary is custodian of the corporate records and minutes, third parties accept the certificate instead of inspecting the entire minute book.
It is the corporate counterpart of presenting authority: where an individual might sign a Special Power of Attorney, a corporation issues a Secretary's Certificate to show that its board authorized the transaction and the signatory.
When Do You Need One?
- Banking — opening or closing corporate accounts and designating authorized signatories.
- Property and financing transactions — authorizing the sale, purchase, lease, or mortgage of corporate property, often required by the Registry of Deeds.
- Government and regulatory filings — transactions before the SEC, BIR, LTO, PhilGEPS, and similar agencies.
- Appointing a representative — authorizing a specific officer or agent to sign documents binding the corporation.
Legal Basis
- Revised Corporation Code (RA 11232), Section 24 — Requires every corporation to elect a Corporate Secretary who must be a citizen and resident of the Philippines. The secretary keeps the records and minutes and certifies corporate acts.
- RA 11232, Sections 22–23 — Vest corporate powers in the board of directors and require that board action be taken at a meeting with a quorum; the certificate evidences that such action was taken.
- 2004 Rules on Notarial Practice — Govern the jurat. The secretary subscribes and swears to the certificate before a notary public; unlike a deed, it is sworn (jurat), not acknowledged.
- Reliance by third parties — Banks, the Registry of Deeds, the BIR, and other agencies accept a Secretary's Certificate as evidence of the corporation's authorization, in lieu of the full minutes.
Required Elements of a Secretary's Certificate
- Identity of the corporation — name, SEC registration number, and principal office.
- Identity and capacity of the secretary — the duly elected and qualified Corporate Secretary, a Filipino.
- Meeting recital — that the resolution was adopted at a meeting of the board duly called and held on a stated date, with a quorum present.
- The resolution(s) — quoted verbatim, beginning "RESOLVED, that …" (and "RESOLVED FURTHER, that …" for additional resolutions).
- Certification of continuing effect — that the resolution has not been amended, modified, or revoked and remains in force.
- Optional specimen signature of the authorized representative, and an optional president's attestation.
- Testimonium and the secretary's signature.
- Jurat — a "SUBSCRIBED AND SWORN" clause with competent evidence of identity, and the notarial register (no acknowledgment table).
Sample Secretary's Certificate
Below is a representative excerpt of a Secretary's Certificate. Use Legalia Ultra to generate a complete, notary-ready certificate with your corporation's resolutions and signatories filled in.
I, Atty. Jose Manalo, of legal age, Filipino, and the duly elected and qualified Corporate Secretary of ABC Trading Corporation, a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with SEC Registration No. CS201912345 and principal office at Unit 5, 123 Salcedo Street, Barangay Bel-Air, Makati City, DO HEREBY CERTIFY that:
At a regular meeting of the Board of Directors of the Corporation duly called and held on January 10, 2026 at the principal office of the Corporation, at which a quorum was present and acted throughout, the following resolution(s) were duly approved and adopted:
"RESOLVED, that the Corporation be authorized to open and maintain a checking account with a bank of good standing, and to designate its authorized signatories therefor;"
"RESOLVED FURTHER, that Atty. Jose Manalo, the Corporate Secretary, be authorized to represent the Corporation and to sign, execute, and deliver all documents necessary to give effect to the foregoing resolution;"
I FURTHER CERTIFY that the foregoing resolution(s) have not been amended, modified, or revoked, and the same remain in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this January 15, 2026 at Makati City, Philippines.
SUBSCRIBED AND SWORN to before me this January 15, 2026 at Makati City, Philippines, by the above-named Corporate Secretary, Affiant exhibited to me his/her Driver's License bearing No. N01-23-456789 issued on May 10, 2023 at Manila.
Generate Your Secretary's Certificate — Ultra Plan Required
This document is available on the Legalia Ultra plan. Subscribe to generate a pre-formatted, notary-ready certificate that quotes your board resolutions verbatim, optionally adds an authorized representative's specimen signature and a president's attestation, and closes with the proper jurat and notarial register.
Subscribe to Ultra — Generate NowHow to Draft a Secretary's Certificate
- Identify the corporation and the secretary. State the corporate name, SEC registration number, and principal office, and that you are the duly elected and qualified Corporate Secretary.
- Recite the meeting. State that the board, at a meeting duly called and held on a given date with a quorum present, adopted the resolution(s).
- Quote the resolutions verbatim. Begin with "RESOLVED, that …" and use "RESOLVED FURTHER, that …" for each additional resolution.
- Certify continuing effect. State that the resolutions have not been amended, modified, or revoked and remain in force.
- Add optional specimen signature and attestation if a representative's signature or the president's attestation is needed.
- Sign and swear before a notary. Sign as Corporate Secretary, then have the certificate subscribed and sworn under a jurat with competent evidence of identity.