In the corporate landscape of the Philippines, the Corporate Secretary serves as the custodian of official records, the gatekeeper of board resolutions, and the primary liaison between the corporation and the Securities and Exchange Commission (SEC). When a corporation undergoes a change in this vital position—whether due to resignation, removal, or death—a specific legal procedure must be followed to formalize the transition.
Central to this process is the Secretary’s Certificate, a sworn document that serves as the official evidence of a corporate act. However, a common legal dilemma arises: Who signs the certificate that certifies the appointment of the person signing it?
The General Rule: The "Outgoing" vs. "Incoming" Dilemma
Under the Revised Corporation Code (RCC) and SEC guidelines, a Secretary’s Certificate must be signed by the duly appointed Corporate Secretary. This creates a "chicken and egg" scenario when the purpose of the certificate is to announce that the previous secretary is no longer in office.
1. The Incumbent/Outgoing Secretary
Ideally, the outgoing Secretary signs the certificate attesting to the Board Resolution that appoints their successor. Since they are still the Secretary of record in the General Information Sheet (GIS) filed with the SEC, their signature carries the weight of "presumptive authority."
2. The New/Incoming Secretary
If the outgoing Secretary is unavailable (e.g., they have already left the company, are incapacitated, or were removed under hostile circumstances), the incoming Secretary may sign the certificate. However, to be legally robust, this certificate must often be accompanied by further proof of authority to prevent "self-certification" issues.
Necessary Signatories and Attestations
To ensure the validity of a Secretary's Certificate replacing an officer, the following signatures and "countersignatures" are typically required:
The Corporate Secretary (Incoming or Acting)
The primary signatory is the individual currently holding the office. If the GIS has not yet been updated, the SEC and banks often require the certificate to be notarized, making it a public document.
The "Mutual Clause" or President’s Counter-Signature
To prevent fraud, it is standard legal practice in the Philippines for the President or a Director to "counter-sign" or "attest" to the certificate. This is often phrased as:
"Attested by: [Name of President], President"
This secondary signature confirms that the Board of Directors indeed met, a quorum was present, and the individual signing as the new Secretary was lawfully appointed.
SEC Filing Requirements: The Notice of Resignation/Cessation
The transition is not complete upon the mere signing of a certificate. Under SEC Memorandum Circular No. 3, Series of 2018, corporations must comply with strict reporting timelines:
- Reporting Period: The corporation must file a notice of the officer's cessation from office within thirty (30) days from the date of resignation, removal, or death.
- The Amended GIS: Within thirty (30) days of the new appointment, an updated General Information Sheet (GIS) must be filed, reflecting the new Corporate Secretary’s name, TIN, and address.
Special Circumstances
Hostile Removal or Abandonment
If a Secretary is removed for cause or abandons the post and refuses to sign a transition certificate, the Board of Directors must issue a Board Resolution expressly authorizing the President or another Director to certify the minutes of the meeting where the new Secretary was elected. This "Special Certificate" acts as a bridge until the new Secretary can officially take over the books.
Death of the Secretary
In the event of death, the Assistant Corporate Secretary (if one is appointed and registered) usually assumes the duty of certifying the board action. If no Assistant Secretary exists, the Board must appoint an Acting Secretary specifically for the meeting held to elect a permanent successor.
Best Practices for Legal Compliance
To avoid the rejection of documents by the SEC or financial institutions, corporations should observe the following:
- Verification of Quorum: The certificate must explicitly state that a quorum was present during the board meeting.
- Identification of Authority: The certificate should cite the specific Article and Section of the Corporate By-Laws that grants the Board the power to fill vacancies in corporate offices.
- Notarization: Always have the certificate notarized. The Notary Public will require a valid government-issued ID, and for corporate acts, they may request a copy of the Board Resolution itself.
- Consistency: Ensure the signatures match those currently on file with the bank or the SEC to avoid "signature mismatch" delays.
Summary Table of Signatory Roles
| Scenario | Signatory | Attesting Officer |
|---|---|---|
| Standard Succession | Outgoing Secretary | President |
| Immediate Resignation | Incoming Secretary | President / Chairman |
| Removal/Hostility | Acting Secretary (Board Appointed) | Majority of the Board |
| Death of Secretary | Assistant Secretary | President |
The integrity of corporate records depends on the seamless transition of the Secretary's office. By ensuring that the Secretary’s Certificate is signed by the appropriate party and corroborated by the President, the corporation maintains its standing and ensures the legality of all subsequent corporate acts.