I. Introduction

Notarization plays an important evidentiary and authentication function in Philippine corporate practice. In filings with the Securities and Exchange Commission, notarization is often required to convert a private document into a public document, establish the identity and personal appearance of the signatories, and allow the SEC to rely on the document as formally executed.

In the Philippine context, SEC filings are not uniformly notarized. Some documents must be notarized because the Corporation Code, SEC rules, or prescribed SEC forms require it. Others may be submitted without notarization if they are electronically generated, signed through authorized systems, or merely informational in nature. The practical rule is this: where the law, SEC form, SEC checklist, or the nature of the document requires an oath, acknowledgment, jurat, affidavit, undertaking, certification, or board-authorized execution, notarization is usually required.

This article discusses the legal basis, purpose, forms, common SEC filings requiring notarization, electronic and consular notarization considerations, frequent compliance problems, and best practices.

II. Legal Nature and Effect of Notarization

Under Philippine law, notarization is not a mere ceremonial act. A notarized document generally becomes a public document, admissible in evidence without further proof of due execution, subject to the rules on evidence and authenticity.

A notary public confirms, depending on the notarial act, that:

the signatory personally appeared before the notary;
the signatory was identified through competent evidence of identity;
the signatory acknowledged that the document was voluntarily signed; or
the signatory swore to the truth of the statements in the document.

For SEC filings, notarization helps assure the SEC that the document was validly executed by the proper persons. This is especially important because corporate filings affect public records, shareholder rights, creditor reliance, capital structure, corporate existence, and regulatory compliance.

III. Main Types of Notarial Acts Relevant to SEC Filings

1. Acknowledgment

An acknowledgment is used when the signatory confirms before the notary that the signature on the document is his or her voluntary act.

This is common for documents such as:

Articles of Incorporation;
By-Laws;
Amended Articles of Incorporation;
Amended By-Laws;
Secretary’s Certificates;
Board resolutions;
powers of attorney;
authorizations;
deeds or assignments submitted to the SEC.

In an acknowledgment, the notary does not certify that the factual contents are true. The notary certifies that the person appeared, was identified, and acknowledged the execution of the document.

2. Jurat

A jurat is used when the signatory swears or affirms that the statements in the document are true and correct.

This is common for:

affidavits;
sworn certifications;
undertakings;
verification pages;
sworn statements;
declarations of beneficial ownership, where required;
anti-dummy law or nationality compliance undertakings, where applicable.

A jurat is more appropriate when the SEC form requires that the contents be sworn to.

3. Oath or Affirmation

An oath or affirmation may be required where an officer certifies compliance with law, accuracy of reports, or truth of corporate representations.

4. Certified Copies

A notary may also certify copies in certain circumstances, although SEC practice often distinguishes between notarized copies, certified true copies issued by the SEC, and internally certified corporate copies.

IV. General Rule: When Is Notarization Required for SEC Filings?

There is no single universal rule that all SEC filings must be notarized. The requirement depends on the specific filing.

Notarization is usually required when the filing involves:

incorporation or registration;
amendment of charter documents;
affidavits;
sworn undertakings;
powers of attorney;
secretary’s certificates;
board or stockholder approvals;
applications requiring declarations under oath;
documents executed outside the Philippines;
documents submitted to prove authority;
documents intended to become part of the official corporate record.

Notarization is usually not required for purely electronic submissions or standard reports unless the prescribed SEC form or rule specifically requires a sworn or notarized certification.

V. Common SEC Filings That Usually Require Notarization

A. Articles of Incorporation

The Articles of Incorporation are among the most important corporate documents filed with the SEC. They establish the corporation’s juridical personality once approved by the SEC.

In traditional filing practice, the Articles are signed by the incorporators and are typically notarized. The notarization confirms the identity and execution by the incorporators or their authorized representatives.

The Articles commonly contain:

corporate name;
primary purpose;
principal office;
corporate term, if any;
names, nationalities, and residences of incorporators;
number of directors or trustees;
capital structure for stock corporations;
subscription and paid-up capital details, where applicable;
other statutory matters.

Because the Articles become part of the public corporate record, defects in execution or notarization may delay registration.

B. By-Laws

The By-Laws govern the internal management of the corporation. They typically include rules on meetings, quorum, voting, officers, notices, share certificates, and corporate governance.

By-Laws submitted during incorporation or after incorporation are usually signed and notarized, particularly where the SEC form requires acknowledgment by incorporators, directors, trustees, or authorized officers.

C. Amended Articles of Incorporation

Amendments to the Articles often require SEC approval and usually require notarized supporting documents.

Common amendments include:

change of corporate name;
change of principal office;
change of primary purpose;
increase or decrease of authorized capital stock;
reclassification of shares;
extension or shortening of corporate term;
change in number of directors or trustees;
merger-related amendments;
other structural changes.

Documents commonly submitted with amendments include notarized directors’ certificates, secretary’s certificates, treasurer’s affidavits, subscription instruments, and stockholder approvals.

D. Amended By-Laws

Amendments to By-Laws usually require proof of board and stockholder approval. The SEC may require a notarized secretary’s certificate or directors’ certificate attesting to the approval.

E. Secretary’s Certificate

A Secretary’s Certificate is one of the most common notarized documents submitted to the SEC.

It is used to certify:

board approval;
stockholder approval;
authority of an officer or representative;
appointment of signatories;
authorization to file documents;
approval of amendments;
approval of applications or registrations;
approval of increase or decrease in capital stock;
approval of corporate restructuring;
authorization for dissolution, merger, or other major corporate acts.

The Corporate Secretary usually signs the certificate and acknowledges or swears to it before a notary public.

A proper Secretary’s Certificate should state:

the name of the corporation;
the date, place, and manner of the meeting;
the existence of quorum;
the resolution approved;
the authority granted;
the certification by the Corporate Secretary;
the notarial acknowledgment or jurat.

F. Directors’ or Trustees’ Certificate

For certain corporate acts, the SEC may require a Directors’ Certificate or Trustees’ Certificate. This may be used to certify board approval, stockholder approval, or compliance with statutory requirements.

It is commonly notarized because it functions as formal proof of corporate action.

G. Treasurer’s Affidavit

A Treasurer’s Affidavit may be required in incorporations or capital-related filings, especially where paid-up capital, subscriptions, or receipt of funds must be certified.

Because it is an affidavit, it requires a jurat and must be sworn before a notary public.

H. Affidavits of Undertaking

SEC applications frequently require undertakings. Examples include undertakings to:

change corporate name if found misleading or confusingly similar;
comply with nationality restrictions;
submit post-approval requirements;
comply with capitalization requirements;
maintain records;
comply with reporting obligations;
refrain from unauthorized activities;
secure secondary licenses before operating regulated businesses.

When an undertaking is in affidavit form or required to be sworn, notarization is necessary.

I. Applications for Increase or Decrease of Capital Stock

An increase or decrease in authorized capital stock often requires notarized documents such as:

amended Articles of Incorporation;
directors’ certificate;
secretary’s certificate;
treasurer’s affidavit;
list of subscribers;
subscription agreements;
proof of payment or valuation documents;
stockholder approval documents.

Capital-related filings are carefully reviewed because they affect shareholder rights and creditor protection.

J. Merger and Consolidation Documents

Mergers and consolidations usually involve formal documents that may require notarization, including:

plan of merger or consolidation;
articles of merger or consolidation;
board and stockholder approvals;
secretary’s certificates;
affidavits;
undertakings;
authorizations.

Because these filings affect corporate succession, assets, liabilities, and legal existence, notarization and proper execution are significant.

K. Dissolution Filings

Voluntary dissolution filings may require notarized documents, depending on the form of dissolution.

Supporting documents may include:

board resolution;
stockholder resolution;
secretary’s certificate;
affidavit of publication, where applicable;
tax clearance-related documents;
creditor notices;
undertaking by officers or directors.

A notarized Secretary’s Certificate is often central to proving that the dissolution was approved in accordance with law.

L. Foreign Corporation Filings

Foreign corporations applying for a license to do business in the Philippines often submit authenticated or notarized documents, including:

application forms;
board resolutions authorizing Philippine registration;
appointment of resident agent;
acceptance by resident agent;
articles or charter documents from the home jurisdiction;
certificates of good standing or existence;
financial statements;
affidavits or undertakings.

Documents executed abroad generally require special treatment, discussed below.

M. Representative Office, Branch Office, and Regional Headquarters Filings

Foreign entities registering branch offices, representative offices, regional headquarters, or regional operating headquarters may need notarized or authenticated documents proving corporate authority, existence, and appointment of Philippine representatives.

N. Foundations and Non-Stock Corporations

Non-stock corporations, foundations, associations, and NGOs may be required to submit notarized:

Articles of Incorporation;
By-Laws;
treasurer’s affidavit;
secretary’s certificate;
undertaking to change name;
list of contributors or donors, where applicable;
affidavits relating to funding, purpose, or compliance.

Foundations may face additional documentary requirements because of public-interest and anti-money laundering concerns.

O. One Person Corporation Documents

A One Person Corporation may need notarized documents for registration, nominee and alternate nominee acceptance, amendments, and changes in corporate structure. Where the document is an affidavit, consent, acceptance, or undertaking, notarization is commonly required.

VI. SEC Reports and Whether Notarization Is Required

A. General Information Sheet

The General Information Sheet is a recurring report filed by corporations. Depending on the applicable SEC system and current form, notarization may not always be required in the same way as charter documents, especially where electronic submission and certification mechanisms are used.

However, the GIS usually contains certifications by responsible officers. The corporation must ensure that the signatory is duly authorized and that the report is complete, accurate, and filed on time.

B. Audited Financial Statements

Audited Financial Statements filed with the SEC are generally signed by the company’s responsible officers and independent auditor. The audit report itself is not notarized in the same way as an affidavit, but the submission may include sworn certifications or statements depending on the corporation type, size, industry, or SEC requirement.

C. Beneficial Ownership Declarations

SEC rules on beneficial ownership may require declarations, certifications, or disclosures by responsible officers or beneficial owners. Where the prescribed form requires a sworn statement, notarization is required.

D. Sustainability Reports, Corporate Governance Reports, and Other Disclosures

For covered corporations, certain reports may be filed under SEC-prescribed formats. Notarization depends on the form. Many reports require certification by authorized officers rather than traditional notarization.

E. Secondary License Reports

Entities with secondary licenses, such as financing companies, lending companies, investment houses, brokers, dealers, pre-need companies, and other regulated entities, may be subject to additional notarized certifications, affidavits, and undertakings.

VII. Documents Executed Abroad

Documents executed outside the Philippines require special attention. A document notarized by a foreign notary is not automatically equivalent to a Philippine notarized document for SEC purposes.

Depending on the country and the document, the SEC may require:

consular authentication;
apostille;
notarization by a Philippine consular officer;
certification by the foreign government authority;
certified translation, if not in English;
proof of authority of the foreign signatory.

A. Apostille

For countries that are parties to the Apostille Convention, public documents may be apostilled by the competent authority of the issuing country. An apostille generally replaces traditional consular authentication.

For SEC filings, apostilled documents are commonly used for:

foreign board resolutions;
certificates of incorporation;
certificates of good standing;
powers of attorney;
secretary’s certificates;
charter documents;
authorizations to establish a Philippine branch or subsidiary.

B. Consularization

For documents from countries where apostille treatment is unavailable or not accepted for the document type, consular authentication may still be required.

C. Philippine Consular Notarization

A document may also be acknowledged or sworn before a Philippine embassy or consulate abroad. This is often used when individual signatories abroad need to execute documents for Philippine filing.

D. Translation

If a document is in a foreign language, the SEC may require an English translation. The translation itself may need certification, notarization, or authentication depending on the circumstances.

VIII. Electronic Filing and E-Signatures

SEC filing practice has increasingly moved toward electronic systems. The effect is that notarization requirements may vary depending on whether the SEC system accepts:

scanned notarized documents;
electronic signatures;
digitally generated forms;
online certifications;
documents submitted through SEC portals;
hard-copy originals after online submission.

A document may be electronically submitted but still need to be notarized before scanning or uploading. Conversely, some electronically generated forms may not require traditional notarization if the SEC platform provides its own certification or validation process.

The practical distinction is:

Electronic filing concerns the method of submission.
Electronic signature concerns the method of signing.
Notarization concerns the formal acknowledgment or oath before a notary.
SEC acceptance depends on the applicable SEC system and filing checklist.

For documents that must be notarized, parties should not assume that an e-signature alone replaces notarization unless the SEC expressly allows it for that specific filing.

IX. Remote Notarization Issues

Philippine notarial practice traditionally requires personal appearance before the notary public. This is important because the notary must verify identity and willingness to execute the document.

Remote or online notarization is not universally accepted for Philippine SEC filings unless clearly authorized by applicable rules and accepted by the SEC for the specific document.

For SEC compliance, conservative practice is to ensure that notarized documents are executed with actual personal appearance before a duly commissioned notary public, unless the applicable SEC issuance, court rule, or authorized electronic notarization framework clearly permits otherwise.

X. Competent Evidence of Identity

A notary public must verify the identity of the person appearing before him or her. Commonly accepted government-issued IDs may include:

passport;
driver’s license;
Philippine national ID;
SSS ID;
GSIS ID;
UMID;
PRC ID;
IBP ID;
voter’s ID;
senior citizen ID;
other government-issued identification bearing a photograph and signature.

The notarial certificate should reflect the identification document used, including the ID number and validity details where required.

Failure to properly identify signatories may affect the validity and reliability of the notarization.

XI. Authority of Corporate Signatories

Notarization confirms execution by the person appearing before the notary. It does not automatically prove that the person had corporate authority to sign unless the document itself or a supporting document establishes that authority.

For SEC filings, the signatory’s authority usually comes from:

Articles of Incorporation;
By-Laws;
board resolution;
stockholder resolution;
secretary’s certificate;
power of attorney;
incumbency certificate;
appointment documents.

A notarized document signed by an unauthorized person may still be defective for SEC purposes.

XII. Notarization of Secretary’s Certificates

The Secretary’s Certificate is especially important in SEC practice.

A well-drafted notarized Secretary’s Certificate should show:

the Corporate Secretary’s identity and authority;
the corporation’s full legal name;
the date and place of the board or stockholder meeting;
notice or waiver of notice;
quorum;
exact text of resolutions;
voting approval;
authority granted to specific officers;
confirmation that the resolutions remain valid and unrevoked;
jurat or acknowledgment, depending on the form.

Many SEC delays arise because the Secretary’s Certificate is vague, unsigned, improperly notarized, inconsistent with the Articles or By-Laws, or fails to state quorum and approval thresholds.

XIII. Notarization of Board Resolutions

Board resolutions themselves may be attached to filings. They may be:

certified by the Corporate Secretary;
incorporated into a Secretary’s Certificate;
notarized as a separate document;
submitted as part of corporate records.

The SEC generally prefers formal certification by the Corporate Secretary rather than loose, uncertified board minutes.

XIV. Notarization of Powers of Attorney

A Special Power of Attorney or authorization may be required when a representative signs or files documents on behalf of incorporators, stockholders, directors, foreign corporations, or corporate applicants.

A notarized SPA is often required because it proves that the representative has authority to act.

For foreign-executed SPAs, apostille or consular authentication may be required.

XV. Affidavits Commonly Used in SEC Filings

Affidavits are sworn documents and therefore require notarization through a jurat.

Common affidavits include:

Treasurer’s Affidavit;
Affidavit of Undertaking to Change Corporate Name;
Affidavit of Non-Operation;
Affidavit of Loss;
Affidavit of Publication;
Affidavit of No Creditors or No Objection;
Affidavit of Assumption of Liability;
Affidavit of Compliance;
Affidavit relating to beneficial ownership;
Affidavit relating to foreign equity restrictions;
Affidavit relating to paid-up capital;
Affidavit of Undertaking for foundations or NGOs.

An affidavit that is signed but not notarized is usually treated as unsworn and may be rejected where an affidavit is required.

XVI. Common Defects in Notarized SEC Documents

SEC filings are often delayed because of notarial defects. Common problems include:

1. Missing Notarial Seal

A notarized document should bear the notary’s seal. Absence of the seal may lead to rejection.

2. Missing Notarial Details

The notarial certificate should usually contain:

notarial register number;
page number;
book number;
series year;
date and place of notarization;
notary’s commission details;
roll number;
PTR number;
IBP number, where applicable;
MCLE compliance details, where applicable.

3. Expired Notarial Commission

A notary cannot validly notarize after the expiration of his or her commission.

4. Wrong Venue

The notarial venue should match the place where the notarial act was performed and where the notary is commissioned.

5. No Personal Appearance

A notarization without personal appearance is defective and may expose the parties and notary to sanctions.

6. Incomplete Document at Time of Notarization

A notary should not notarize an incomplete document. Blank dates, missing attachments, unsigned pages, or incomplete schedules can create issues.

7. Inconsistent Names

Names must be consistent across IDs, Articles, By-Laws, passports, foreign corporate records, and SEC forms.

8. Improper Representative Signing

A person signing “for” another must have written authority. The notarial certificate should properly reflect representative capacity.

9. Wrong Notarial Form

Using an acknowledgment when a jurat is required, or using a jurat when acknowledgment is appropriate, can create problems.

10. Foreign Notarization Without Apostille or Consular Authentication

Foreign notarized documents may be rejected if not properly authenticated for Philippine use.

XVII. Difference Between Notarization, Authentication, Apostille, and Certification

These concepts are related but distinct.

Notarization

A notary certifies execution, acknowledgment, oath, or identity of the appearing person.

Authentication

Authentication confirms the authority of the public official who issued or notarized the document.

Apostille

An apostille is a simplified certificate for public documents used between countries that recognize the Apostille Convention.

Certification

Certification may be done by a corporate officer, government agency, or custodian of records. A certified true copy is not necessarily notarized unless the certifier’s act is notarized.

For SEC filings, a document may need one or more of these depending on origin and purpose.

XVIII. Original Copies, Scanned Copies, and Certified Copies

SEC practice may require original notarized documents, scanned copies, or certified copies depending on the filing channel.

Original Notarized Documents

These may be required for incorporation, amendment, dissolution, or documents filed physically.

Scanned Copies

Electronic submission systems often require scanned copies of notarized documents. The filer should retain the original.

Certified True Copies

The SEC may require certified true copies of corporate documents, or the applicant may need to submit certified copies issued by government agencies.

Multiple Originals

For major transactions, corporations often prepare multiple notarized originals to satisfy SEC, bank, tax, local government, and internal requirements.

XIX. Notarization and the Revised Corporation Code

The Revised Corporation Code modernized Philippine corporate law, including provisions on incorporation, one person corporations, perpetual corporate term, electronic communications, remote participation, and corporate governance.

However, modernization of corporate law does not automatically remove notarization requirements. Where an SEC form, affidavit, undertaking, Articles, By-Laws, or corporate authorization requires formal execution, notarization may still be needed.

The Revised Corporation Code also places importance on accurate corporate records and truthful filings. Notarized submissions carry legal consequences because the signatories may be liable for false statements, fraud, or misrepresentation.

XX. Notarization and False Statements in SEC Filings

A notarized SEC filing is not merely administrative paperwork. False statements may result in:

rejection of the filing;
revocation or suspension of registration;
administrative penalties;
director, officer, or incorporator liability;
criminal liability, where applicable;
perjury exposure for sworn statements;
civil liability to shareholders, creditors, or third parties.

Where the filing is an affidavit or sworn certification, the signatory should carefully verify the truth and completeness of the statements before signing.

XXI. Special Considerations for Foreign Equity and Nationality Restrictions

Certain industries in the Philippines are subject to nationality restrictions. SEC filings involving foreign equity may require notarized or sworn declarations on ownership, control, and compliance.

Examples of sensitive areas include:

landholding corporations;
public utilities or public service sectors subject to applicable restrictions;
mass media;
advertising;
educational institutions;
retail trade, where capitalization and statutory conditions apply;
financing and lending activities;
security-related or regulated industries.

SEC documents in these areas may require notarized undertakings or certifications confirming Filipino ownership, foreign equity levels, or compliance with the Constitution and special laws.

XXII. Special Considerations for Regulated Entities

Companies subject to secondary SEC regulation may face additional notarization requirements.

These may include:

lending companies;
financing companies;
investment companies;
investment houses;
brokers and dealers;
securities market participants;
pre-need companies;
foundations;
non-stock, non-profit organizations;
companies dealing with virtual assets or financial technology, where relevant regulatory approvals are involved.

Applications for licenses, renewals, amendments, or compliance filings may require notarized declarations, affidavits, undertakings, and certifications by directors, officers, compliance officers, or responsible persons.

XXIII. Notarial Requirements for Incorporators, Directors, Trustees, and Officers

Incorporators

Incorporators sign foundational documents. Their signatures on Articles and related forms may require notarization or acknowledgment.

Directors and Trustees

Directors and trustees may sign certificates, consents, undertakings, or reports. If the document contains a sworn statement or formal acknowledgment, notarization is required.

Corporate Secretary

The Corporate Secretary frequently signs notarized certificates to prove board and stockholder action.

Treasurer

The Treasurer may sign affidavits relating to subscriptions, capital, funds, or financial compliance.

President or Authorized Representative

The President or authorized representative may sign applications, undertakings, certifications, and cover sheets. Notarization depends on the form required.

XXIV. Notarization of Amendments Involving Capital Stock

Capital stock amendments are among the most document-heavy SEC filings.

The SEC may review:

stockholder approval;
board approval;
subscription details;
paid-up capital;
treasurer’s affidavit;
valuation of non-cash consideration;
nationality restrictions;
pre-emptive rights;
creditors’ rights, in case of decrease;
compliance with minimum capital requirements.

Notarization supports the authenticity of resolutions, certificates, and affidavits used to establish these facts.

XXV. Notarization in Corporate Name Changes

For corporate name changes, the SEC often requires:

amended Articles;
board approval;
stockholder approval;
notarized Secretary’s Certificate;
undertaking to change name if later required by law or SEC order;
name verification documents.

The undertaking is commonly notarized because it imposes a formal commitment on the corporation.

XXVI. Notarization in Change of Principal Office

A change of principal office may require amended Articles and a supporting Secretary’s Certificate. Notarization confirms the execution of the amendment and the certification of the approving corporate action.

The principal office address must be specific and consistent with SEC requirements.

XXVII. Notarization in Change of Corporate Purpose

Changing the primary purpose may significantly affect the corporation’s powers, licenses, and regulatory obligations. SEC filings may require notarized:

amended Articles;
Secretary’s Certificate;
board and stockholder resolutions;
undertakings;
secondary license documents, if the new purpose is regulated.

XXVIII. Notarization in Extension or Shortening of Corporate Term

Where corporate term provisions are amended, the SEC may require formal approval documents. Notarized certificates help prove that the required board and stockholder approvals were obtained.

XXIX. Notarization in Increase or Decrease of Directors or Trustees

Amending the number of directors or trustees usually requires an amendment to the Articles and supporting corporate approvals. These documents are commonly notarized.

XXX. Notarization in Corporate Dissolution

Dissolution requires careful documentation because it affects creditors, shareholders, employees, and public records.

Notarized documents may include:

application or petition;
board resolution;
stockholder resolution;
Secretary’s Certificate;
affidavit of publication;
affidavit of no opposition;
undertaking to settle liabilities;
tax clearance documents;
liquidation-related certifications.

Improper notarization can delay dissolution approval.

XXXI. Notarization in Revocation or Withdrawal of SEC Applications

If a corporation withdraws a pending application or revokes an authorization, the SEC may require a notarized board resolution, Secretary’s Certificate, or letter signed by an authorized officer.

XXXII. Notarization and Corporate Record-Keeping

The corporation should retain originals of notarized SEC documents in its corporate records.

These records may be needed for:

future SEC amendments;
bank account opening;
tax registration;
local business permits;
due diligence;
financing transactions;
mergers and acquisitions;
litigation;
audits;
shareholder inspection;
regulatory investigations.

A corporation should maintain a minute book, stock and transfer book, and file of notarized SEC submissions.

XXXIII. Practical Checklist Before Submitting Notarized SEC Documents

Before submission, verify the following:

The correct SEC form or template was used.
The document is signed by the proper person.
The signatory has corporate authority.
The signatory personally appeared before the notary.
The notarial act matches the document type.
The notary’s commission was valid on the date of notarization.
The notarial venue is correct.
The notarial seal is clear.
The notarial register details are complete.
The names match IDs and corporate records.
Dates are consistent across documents.
Attachments referred to in the document are complete.
Foreign documents are apostilled or consularized, if required.
Translations are certified, if needed.
Scanned copies are legible.
Originals are retained.

XXXIV. Common SEC Rejection or Deficiency Scenarios

The SEC may issue comments or require resubmission when:

the notarization is illegible;
the notarial certificate is incomplete;
the document is not notarized despite being required;
the wrong officer signed;
the Corporate Secretary’s authority is unclear;
the notary’s commission details are missing;
the document was notarized abroad without apostille or consular authentication;
signatures are inconsistent;
the jurat or acknowledgment is defective;
dates conflict;
the uploaded scan omits pages;
the notarial seal is cut off;
the document was altered after notarization;
attachments referenced in the notarized document are missing.

XXXV. Best Practices for Lawyers, Corporate Secretaries, and Compliance Officers

1. Review the SEC Checklist First

Always begin with the SEC checklist for the specific filing. Notarization requirements differ by transaction.

2. Match the Notarial Act to the Document

Use a jurat for sworn statements and affidavits. Use acknowledgment for documents where the signatory acknowledges voluntary execution.

3. Confirm Authority Before Signing

Do not rely on notarization alone. Ensure there is a valid board resolution, stockholder approval, or written authority.

4. Avoid Last-Minute Notarization

Rushed notarization often causes errors in dates, names, page numbers, and attachments.

5. Use Consistent Names and Capacities

The signatory’s name and title should match the Secretary’s Certificate, board resolution, and SEC forms.

6. Prepare Foreign Documents Early

Apostille or consular authentication can take time. Foreign corporate approvals should be prepared well before filing deadlines.

7. Keep Originals

Even if the SEC accepts uploaded copies, retain the original notarized documents.

8. Do Not Notarize Blank or Incomplete Documents

All material blanks and attachments should be complete before notarization.

9. Ensure Legibility

SEC examiners must be able to read the notarial seal, register details, names, and dates.

10. Coordinate With the Notary

The notary should understand whether the document needs an acknowledgment or jurat.

XXXVI. Consequences of Defective Notarization

Defective notarization may result in:

SEC rejection;
delay in approval;
requirement to re-execute documents;
additional filing costs;
missed deadlines;
penalties for late filing;
questions about corporate authority;
evidentiary problems;
administrative liability for the notary;
possible liability for false statements or improper execution.

In serious cases, defective notarization may affect the validity or enforceability of the underlying document, especially if the notarized form is required by law or by the SEC as a condition for approval.

XXXVII. Notarization Compared With SEC Approval

Notarization does not mean the SEC has approved the document. It only concerns execution and authentication. SEC approval is a separate regulatory act.

For example, notarized Amended Articles are not effective merely because they are notarized. They generally require SEC filing and approval before the amendment becomes effective, depending on the type of amendment.

Similarly, a notarized Secretary’s Certificate proves that a corporate action was certified by the Corporate Secretary, but the SEC may still reject the filing if the underlying action is legally deficient.

XXXVIII. Special Issue: Notarized Documents and Corporate Fraud

Because SEC filings are public-facing corporate records, notarized documents may be misused in fraud. Examples include:

unauthorized amendments;
forged Secretary’s Certificates;
falsified stockholder approvals;
fake treasurer’s affidavits;
sham incorporators;
nominee arrangements violating nationality laws;
undisclosed beneficial owners;
false capital declarations.

Notarization is one safeguard, but it does not replace substantive due diligence by the corporation, counsel, banks, investors, and regulators.

XXXIX. Recommended Form Clauses

A. Sample Acknowledgment Clause

Before me, a Notary Public for and in the above jurisdiction, personally appeared the above-named person, who was identified by me through competent evidence of identity, and who acknowledged that he or she voluntarily executed the foregoing instrument.

B. Sample Jurat Clause

Subscribed and sworn to before me this date, affiant personally appearing before me and exhibiting competent evidence of identity, and declaring that the statements in the foregoing instrument are true and correct based on personal knowledge and/or authentic records.

These are simplified examples. Actual clauses should be adapted to the document, applicable rules, and notarial practice.

XL. Practical Classification of SEC Documents

Document Type	Usually Notarized?	Common Notarial Act
Articles of Incorporation	Yes	Acknowledgment
By-Laws	Yes	Acknowledgment
Amended Articles	Yes	Acknowledgment
Amended By-Laws	Usually	Acknowledgment
Secretary’s Certificate	Usually	Jurat or acknowledgment
Treasurer’s Affidavit	Yes	Jurat
Affidavit of Undertaking	Yes	Jurat
Board Resolution	Sometimes	Certification or acknowledgment
Power of Attorney	Yes	Acknowledgment
GIS	Depends on form/system	Certification; notarization if required
AFS	Usually not as a notarial document	Officer/auditor signatures; certifications if required
Beneficial Ownership Declaration	Depends on form	Jurat if sworn
Foreign Board Resolution	Yes, if submitted	Apostille/consular authentication may be needed
Dissolution Documents	Usually	Jurat or acknowledgment
Merger Documents	Usually	Acknowledgment/certification
Secondary License Applications	Often	Jurat/acknowledgment

XLI. Key Takeaways

Notarization remains a central feature of Philippine SEC practice, especially for incorporation, amendments, capital changes, foreign corporation registration, dissolution, mergers, affidavits, undertakings, and authority documents.

The essential points are:

Not all SEC filings require notarization.
Many foundational and authority-based filings do.
Affidavits and sworn statements require a jurat.
Formal execution documents usually require acknowledgment.
Foreign documents may require apostille or consular authentication.
Electronic submission does not automatically eliminate notarization.
Notarization does not cure lack of corporate authority.
Defective notarization can delay or invalidate SEC filings.
Corporations should retain original notarized documents.
SEC requirements must be checked per filing type.

In Philippine corporate practice, notarization is best viewed as both a compliance requirement and a risk-control mechanism. It supports the integrity of corporate records, protects the reliability of SEC filings, and helps ensure that important corporate acts are properly authorized, executed, and documented.