Overview

In Philippine practice, a Secretary’s Certificate is one of the most commonly required corporate documents for bank dealings. It is typically a certification by the corporate secretary (or an authorized officer/custodian of records) that the board of directors (or the proper corporate authority) validly approved a resolution authorizing a specific bank transaction—most often the opening of accounts, appointment of authorized signatories, access to online banking channels, borrowing, creation of security, or changes in bank mandates.

While no single statute lists a universal “bank checklist” for all corporations, Philippine banks almost uniformly require a Secretary’s Certificate because:

Corporations act through their board and duly authorized officers/agents, and banks must confirm who can bind the corporation.
Banks are expected to exercise a high standard of diligence in handling deposits, withdrawals, payments, and credit accommodations, and documentary proof of authority reduces the risk of honoring unauthorized transactions.
Know-your-customer (KYC), anti-money laundering (AML), and internal control requirements make it necessary to document the account mandate and the identities/authority of signatories.

This article explains what banks usually require, how to draft and validate a Secretary’s Certificate for Philippine corporate bank transactions, common variations, and practical risks.

1) What a Secretary’s Certificate Is (and What It Is Not)

1.1 Definition and function

A Secretary’s Certificate is a document signed by the corporate secretary (or equivalent authorized certifying officer) stating, among others, that:

a meeting of the board (or shareholders/members, if required) was duly called and held (or a written action was validly taken);
a quorum was present;
a specific resolution was approved; and
the resolution remains in full force and effect and has not been amended or revoked (as of the date of certification).

Key point: Banks often treat the Secretary’s Certificate as proof of the corporation’s “incumbency” and “authority”—who the officers are and who is authorized to transact.

1.2 Board Resolution vs. Secretary’s Certificate

The board resolution is the corporate act itself (the substance).
The Secretary’s Certificate is evidence/attestation that the act was validly adopted (the authentication).

Many banks ask for a Secretary’s Certificate that “quotes” or “attaches” the board resolution. Some banks accept a board resolution signed by directors plus a certification, but the most common format remains a certificate signed by the corporate secretary.

1.3 “Incumbency Certificate” and “Secretary’s Certificate”

Banks sometimes distinguish:

Secretary’s Certificate (Resolution Certificate): certifies a particular board resolution for a transaction; and
Incumbency Certificate: certifies current officers and authorized signatories.

In Philippine banking, these may be merged into a single document.

2) Legal and Governance Context in the Philippines

2.1 Corporate authority under Philippine corporate law

Under the Revised Corporation Code (RCC), a corporation generally exercises its powers through the board of directors (for stock corporations) or board of trustees (for non-stock corporations), acting as a collegial body. Corporate officers and representatives bind the corporation only to the extent that authority is:

granted by law, the articles/bylaws, or
delegated by the board through resolutions (or by a board-approved framework).

Because banks are third parties dealing with the corporation, they typically require written proof of board authority.

2.2 The corporate secretary’s role

The corporate secretary is ordinarily the custodian of corporate records (minutes, resolutions, stock and transfer book where applicable, etc.) and is the customary officer to certify board actions. Banks rely on the secretary’s certification because it is the corporate recordkeeper’s official attestation.

2.3 Why banks demand strict documentation

Even if a bank’s documentary requirements are “policy-driven,” they are shaped by:

the practical need to confirm authority and avoid unauthorized withdrawals/loans;
AML/KYC rules requiring identity verification and control over account access;
audit, risk, and internal controls (especially for online banking, corporate cards, trade finance, and credit lines).

3) When Banks Typically Require a Secretary’s Certificate

Philippine banks commonly require a Secretary’s Certificate (or its equivalent) for these corporate bank transactions:

3.1 Account opening and account maintenance

Opening a current/checking account, savings, time deposit, or investment placement
Opening accounts in different branches or for affiliates
Maintaining a corporate account after changes in officers/directors
Reactivating dormant accounts or changing account status

3.2 Appointment or change of signatories (“bank mandate”)

Adding/removing signatories
Changing signing rules (e.g., “any one signatory,” “two signatures required,” “joint signatures,” “any two of three”)
Setting transaction limits for checks, fund transfers, and online approvals
Changing specimen signatures and authorized IDs on file

3.3 Online banking and electronic channels

Enrollment in corporate online banking platforms
Issuance of security tokens, OTP devices, approval matrices, maker-checker rules
Authorization of specific users (initiators, approvers, viewers)
Corporate email and phone registrations for OTP and alerts

3.4 Borrowings and credit accommodations

Corporate loans, credit lines, overdraft lines
Trade finance instruments (LCs, TRs, import/export facilities)
Guarantees, avals, comfort letters (banks may request enhanced approvals)
Signing of promissory notes and related documents

3.5 Security documents and collateral

Chattel mortgage, real estate mortgage (REM), pledge, assignments, hold-out, negative pledge arrangements
Authority to open trust accounts or escrow arrangements
Authority to sign undertakings, board waivers, intercompany documents supporting credit

3.6 High-risk or high-value transactions

Large-value fund transfers, interbank transfers, outward remittances
Corporate investments through the bank
Closure of accounts and release of deposits/hold-outs

Practical note: Many banks require a new or updated Secretary’s Certificate if the previous one is “stale” (commonly 30–90 days old for credit facilities), or if key officers/directors have changed.

4) Core Requirements: What a Bank-Ready Secretary’s Certificate Usually Must Contain

Banks vary, but a robust Philippine Secretary’s Certificate for bank transactions typically includes the following:

4.1 Corporate identification details

Full corporate name (exactly as registered)
SEC registration number (and/or TIN, where requested)
Principal office address
Type of corporation (domestic stock/non-stock; sometimes the bank asks)

4.2 Details of the board action

Date and place of the board meeting
Statement that the meeting was duly called with proper notice per bylaws (or that notice was waived)
Statement that a quorum was present
Statement of the vote (unanimous or majority, as applicable)
Confirmation that the resolution is in full force and effect and not revoked/amended

If the action is by written consent (where allowed), the certificate should state the mode of approval and that it complied with the corporation’s governance rules.

4.3 The resolution text (substance)

For banking matters, resolutions usually cover:

(a) Account opening authority

Name of the bank and branch (sometimes required)
Type of account(s) to be opened
Authorized person(s) to open the account and sign account opening documents

(b) Authorized signatories and signing rule

Names, positions, and specimen signatures of authorized signatories
Signing combinations (e.g., “any two of the following”; “President and Treasurer jointly”; etc.)
Authority to sign checks, withdrawal slips, bank forms, and instructions

(c) Authority for electronic banking

Authorization to enroll
Identification of authorized users and roles (maker/checker/approver)
Approval matrix and limits
Authority to accept and use the bank’s terms and conditions

(d) Authority to borrow / enter into credit facilities (if applicable)

Authorization to negotiate and obtain loans/credit lines
Authorized signatories for promissory notes and loan documents
Authority to sign security documents (if collateral is involved)
Ceiling amount or limits (many corporations and banks prefer limits stated)

(e) Ratification and continuing authority clauses

Ratifying prior actions done in connection with the transaction
Continuing authority until revoked by a new board resolution and written notice to the bank

4.4 Certification block and execution details

Name and signature of the corporate secretary
Secretary’s printed name and position
Date of issuance

Banks often prefer or require:

Corporate seal (if the corporation uses one)
Notarization (common for credit/security documents; sometimes also for account opening)
Contact details of the corporate secretary for verification

4.5 Attachments commonly requested alongside the certificate

Even when the topic is the Secretary’s Certificate, in practice it is rarely submitted alone. Banks commonly ask for:

Latest General Information Sheet (GIS) (for domestic corporations)
Articles of Incorporation and Bylaws (or the latest amended versions)
Proof of SEC registration / Certificate of Incorporation
Board/Officer list, incumbency details
IDs and specimen signatures of signatories (and sometimes directors)
TIN/BIR registration details
Corporate address proof, beneficial ownership information, and AML/KYC forms

5) Procedural Validity: How to Ensure the Certificate Reflects a Valid Corporate Act

A Secretary’s Certificate is only as good as the corporate action behind it. Common validity issues arise from:

5.1 Improper meeting or quorum issues

No quorum under bylaws or RCC defaults
Lack of proper notice (without a valid waiver)
Board acting without required approvals (e.g., matters reserved for shareholders/members in some cases)

Practical approach: The certificate should not over-explain, but it must state the essentials: notice/waiver, quorum, approval.

5.2 Authority to delegate signing powers

Boards commonly authorize officers to sign bank documents and operate accounts. Banks like clear authority because:

corporate officers’ “usual” authority may not always cover borrowing or granting security; and
internal disputes often arise from unclear delegations.

For borrowings and security creation, many institutions expect explicit board authorization, sometimes with limits.

5.3 Consistency with bylaws and officer designations

Banks sometimes reject certificates when:

the signatory titles do not match the GIS/bylaws (e.g., “Managing Director” vs. “President”)
the corporation uses unrecognized titles without proof of appointment
the certificate conflicts with internal signing policies on file

5.4 Written actions and alternative approval modes

If the corporation used written consents instead of a meeting, the certificate should reflect the valid mode of approval and that it is consistent with governing rules.

6) Notarization, Apostille/Consularization, and Cross-Border Situations

6.1 Notarization (Philippine setting)

Banks frequently require notarization for:

loan documents,
security documents (REM/chattel mortgage/pledge/assignments),
corporate undertakings,
and, at times, the Secretary’s Certificate itself (especially for higher-risk transactions).

If notarized in the Philippines, the corporate secretary must comply with personal appearance and notarial requirements.

6.2 Foreign corporations and offshore approvals

For a foreign corporation (e.g., branch office or representative office) dealing with Philippine banks:

the authorizing resolution may be issued abroad by the head office or board;
Philippine banks often require that it be apostilled (or authenticated under applicable rules) and sometimes accompanied by a certified translation if not in English.

The “Secretary’s Certificate” may be replaced by:

an overseas corporate secretary’s certification,
an incumbency certificate from the home jurisdiction,
or a board resolution with proper authentication.

7) Special Cases and Practical Variations

7.1 One Person Corporation (OPC)

An OPC has a different governance structure than a traditional corporation. In practice, banks may accept:

a written resolution executed by the single stockholder (who is also the sole director), and/or
a certification by the appropriate corporate officer/record custodian (often the treasurer or an authorized representative if a corporate secretary is not appointed).

Because bank policies differ, OPC account opening typically involves enhanced documentation and KYC to compensate for the absence of a multi-person board.

7.2 Non-stock corporations

Non-stock corporations transact through the board of trustees and authorized officers. The certificate is similar, but signatories and the approving body may differ.

7.3 Close corporations / family corporations

These commonly rely on tight signatory rules. Banks may insist on:

explicit authority limits,
joint signatures,
and clear revocation processes to reduce internal dispute risk.

7.4 Government-owned or controlled entities (GOCCs) and regulated entities

Some entities may have additional approval layers (e.g., enabling laws, governance commissions, internal procurement rules). Banks may require proof of compliance beyond a basic Secretary’s Certificate.

8) Validity Period, Updates, Revocation, and “Continuing Authority”

8.1 Is a Secretary’s Certificate “permanent”?

Legally, a resolution remains valid until amended or revoked. However, banks impose their own “freshness” rules, especially for credit facilities. Common approaches:

Account mandates: treated as continuing until the bank receives a new mandate in writing.
Loans/credit: banks often require a certificate dated within a recent period (commonly 30–90 days) and may require updated GIS/officer lists.

8.2 Changing signatories and revoking authority

Best practice is to issue a new board resolution (certified by the secretary) that:

clearly revokes prior signatory authority (or supersedes previous mandates),
instructs the bank to update records immediately,
and addresses operational controls (return of checkbooks, disabling tokens, changing passwords, stopping authority of former officers).

Banks often require written notice and their own forms; the board resolution supports and legitimizes the instruction.

9) Liability and Risk: Why Accuracy Matters

9.1 Risks to the corporation

A defective or ambiguous certificate can lead to:

rejected transactions,
frozen account access,
disputes over unauthorized withdrawals or loans,
delays in disbursement and payments.

9.2 Risks to the bank

If a bank honors transactions based on questionable authority, it can face:

deposit liability issues,
claims for honoring unauthorized withdrawals,
internal audit exceptions and regulatory findings.

9.3 Risks to signatories and the corporate secretary

A corporate secretary who issues a false or misleading certificate may be exposed to:

internal corporate liability (disciplinary action, damages),
potential civil claims,
and, in serious cases, criminal exposure if the act constitutes falsification or fraud under applicable laws.

10) Drafting Checklist: Bank-Grade Secretary’s Certificate (Philippines)

A practical checklist for a Secretary’s Certificate intended for bank transactions:

A. Header and identification

Corporate name, SEC Reg. No., principal office address
Title: “Secretary’s Certificate” or “Secretary’s Certificate (Bank Account / Signatories / Credit Facility)”

B. Authority and meeting facts

Statement that the signatory is the duly elected corporate secretary
Date/place of board meeting (or written action)
Confirmation of due notice/waiver and quorum
Approval statement and vote

C. Resolution text

Exact bank name and branch (if required)
Account types and authority to open/maintain
Names/positions of signatories
Signing rules and limits
Online banking authorization and user roles/limits (if applicable)
Borrowing/security authority and limits (if applicable)
Ratification and continuing authority clause
Revocation/supersession clause (if updating prior mandates)

D. Certification

“Certified true and correct” language
“In full force and effect” language
Date and place of signing

E. Execution

Corporate secretary signature, printed name, position
Corporate seal (if used)
Notarization (if required by the bank or transaction type)

F. Attachments (as needed)

GIS, AOI, bylaws, IDs, specimen signatures, and bank forms

11) Sample Secretary’s Certificate Templates (Illustrative)

11.1 For account opening and signatories (basic)

SECRETARY’S CERTIFICATE

I, [Name], of legal age, Filipino, and with office address at [address], after having been duly sworn, hereby certify that I am the duly elected and acting Corporate Secretary of [Corporate Name] (the “Corporation”), a corporation duly organized and existing under Philippine laws, with SEC Registration No. [SEC No.] and principal office at [address].

I further certify that at a meeting of the Board of Directors duly called and held on [date] at [place], with [a quorum] present and acting throughout, the Board unanimously / by majority vote approved the following resolutions:

“RESOLVED, that the Corporation be, as it is hereby, authorized to open and maintain [type of account/s] with [Bank Name], [Branch], under such terms and conditions as the Bank may require;

RESOLVED FURTHER, that the following officers/persons are hereby authorized to sign, execute, and deliver all account opening documents, signature cards, deposit/withdrawal instruments, checks, instructions, and other documents required by the Bank in connection with said account(s), subject to the signing rule below:

[Name], [Position]
[Name], [Position]
[Name], [Position]

Signing Rule: [e.g., Any two (2) of the above signatories jointly / Any one (1) signatory / President and Treasurer jointly].

RESOLVED FURTHER, that the authority granted herein shall remain effective until the Bank is notified in writing of any revocation, amendment, or superseding resolution.”

IN WITNESS WHEREOF, I have hereunto signed this Certificate on [date] at [place], Philippines.

[Signature] [Name] Corporate Secretary [Corporate Name]

(If notarized: include proper acknowledgment/jurat.)

11.2 For online banking (maker-checker-approver)

Add resolution clauses specifying:

enrollment in online banking platform,
named users and roles (Maker/Checker/Approver/Admin),
approval matrix (e.g., single approval up to ₱X; dual approval above ₱X),
authority to accept terms and designate emails/mobile numbers for OTP.

11.3 For loans and security (enhanced)

Include resolution clauses specifying:

maximum facility amount,
authorized negotiators/signatories,
authority to execute promissory notes, disclosures, security documents,
authority to pledge/encumber identified assets (or general authority where acceptable),
authority to sign board waivers, undertakings, hold-out agreements.

12) Common Bank Rejection Reasons (and How to Avoid Them)

Mismatch with SEC/GIS data (wrong corporate name, outdated officers, inconsistent titles)
Unclear signing rule (missing “jointly,” “any two,” unclear combination)
No specific authority for borrowing/security (especially for credit facilities)
Missing “in full force and effect” statement
Missing bank name/branch where the bank’s forms require it
No notarization when the bank requires notarized corporate documents
Certificate signed by the wrong person (not the corporate secretary or not properly authorized)
Stale documents (bank requires recent certificate/GIS, especially for credit)

13) Frequently Asked Questions

Is a Secretary’s Certificate legally required to open a corporate bank account?

It is generally a bank requirement rather than a single universal statutory requirement. Banks require it as proof of authority and as part of their risk controls and KYC/AML compliance.

Must the Secretary’s Certificate be notarized?

Often yes for credit/security documentation, and sometimes for account opening depending on bank policy. Even when not strictly required, notarization can reduce verification friction.

Can a bank rely solely on an SPA (Special Power of Attorney) instead of a board resolution?

Banks typically prefer a board resolution (certified by the secretary) because the SPA itself must be authorized by the corporation through proper authority. An SPA may be used as an implementing instrument, but corporate authority still traces back to board action.

How do we remove a signatory quickly?

Issue a new board resolution (certified), submit the bank’s change forms, and ensure operational controls are handled (retrieve checkbooks, disable online access, change credentials, notify relevant departments).

What if the corporate secretary is unavailable?

Some banks accept certification by an authorized officer or alternative corporate record custodian, but many insist on the corporate secretary. The practical solution is usually to appoint/confirm a secretary or obtain a properly authorized certification arrangement consistent with corporate governance documents and bank policy.

Conclusion

In Philippine corporate banking, the Secretary’s Certificate functions as the bank’s primary evidence that a corporation has validly authorized (1) the transaction and (2) the individuals who will bind the corporation. A bank-acceptable certificate is not just a formality: it must track a valid board act, accurately reflect current officers and signing rules, and align with the bank’s mandate and risk controls. Errors typically lead to rejection, delays, or—worse—disputes over authority and liability.