Introduction

In the Philippine corporate landscape, the Secretary's Certificate plays a pivotal role in authenticating corporate actions, resolutions, and authorizations. Issued by the corporate secretary, it serves as prima facie evidence of board decisions, officer appointments, and delegated powers, facilitating transactions with third parties such as banks, government agencies, and business partners. The signing authority for this certificate is strictly regulated to ensure corporate governance, prevent fraud, and uphold the integrity of corporate records. Rooted in the Revised Corporation Code of the Philippines (Republic Act No. 11232) and Securities and Exchange Commission (SEC) regulations, the authority to sign is vested primarily in the duly elected corporate secretary, with limited exceptions for assistants or interim appointees. This article exhaustively examines the legal foundations, qualifications, procedures, limitations, and implications of signing authority for Secretary's Certificates in Philippine corporations, providing a comprehensive guide for compliance and best practices.

Legal Framework

The authority to sign a Secretary's Certificate derives from foundational corporate laws and regulatory issuances:

Revised Corporation Code (RA No. 11232, 2019): Superseding the old Corporation Code (Batas Pambansa Blg. 68), it mandates the appointment of a corporate secretary (Section 24) who must be a Filipino citizen and resident, distinct from the president. The secretary is responsible for maintaining corporate records, including minutes of meetings (Section 73), and certifying extracts thereof. Section 23 emphasizes that corporate powers are exercised through the board, with officers acting as agents.
SEC Rules and Memoranda: SEC Memorandum Circular No. 6, Series of 2006 (Guidelines on Corporate Governance), and subsequent circulars like MC No. 19, Series of 2016 (Code of Corporate Governance for Publicly-Listed Companies), outline the secretary's duties. For non-public companies, general principles apply. The SEC requires Secretary's Certificates for filings such as amendments to articles of incorporation, increases in capital stock, or mergers.
Civil Code Provisions: Articles 1874-1910 on agency and representation indirectly govern, as the certificate often authorizes agents to act on behalf of the corporation.
Notarial Law (RA No. 8792, as amended): Certificates are typically notarized to enhance evidentiary value, requiring the signatory to appear personally before a notary public.

Judicial precedents, such as China Banking Corporation v. Court of Appeals (G.R. No. 118864, 1997), affirm that a properly executed Secretary's Certificate binds the corporation if issued by an authorized officer, underscoring the importance of verifying signing authority to avoid ultra vires acts.

Qualifications and Appointment of the Corporate Secretary

The signing authority begins with the proper appointment of the secretary:

Eligibility Requirements: Under Section 24 of the Revised Corporation Code, the secretary must be a natural person, a Philippine resident and citizen, of legal age, and possessing integrity and competence. They cannot hold the presidency simultaneously to ensure checks and balances. For publicly-listed companies (PLCs), additional qualifications under the SEC's Corporate Governance Code include relevant experience and no conflicts of interest.
Election Process: Elected annually by the board of directors during organizational meetings (Section 24). The appointment is recorded in the minutes and reflected in the General Information Sheet (GIS) filed with the SEC annually.
Term and Removal: Serves at the board's pleasure, removable for cause or without, but with due process to avoid wrongful termination claims under labor laws.
Assistant Corporate Secretaries: Larger corporations may appoint assistants (Section 24 allows), who can sign certificates if expressly authorized by board resolution. However, the principal secretary retains primary responsibility.

In family corporations or close corporations (Sections 95-104), the secretary role may be combined with other positions, but signing authority remains tied to the elected officer.

Scope of Signing Authority

The corporate secretary's authority to sign certificates is inherent but limited:

Content of the Certificate: Typically certifies board resolutions, such as authorizing contracts, loans, property dispositions, or officer signatories. It includes excerpts from minutes, date and place of meeting, quorum confirmation, and voting results.
Inherent Powers: As custodian of records, the secretary can certify without additional board approval for routine matters. For significant actions, the certificate often attaches the enabling resolution.
Delegated Authority: The board may delegate signing to an assistant via resolution, but this must be specific and time-bound. In emergencies (e.g., secretary's absence), an acting secretary can be appointed temporarily.
Limitations: Cannot sign for self-dealing transactions without disclosure (Section 31). For PLCs, compliance with disclosure rules under the Securities Regulation Code (RA No. 8799) is mandatory. Signing without basis constitutes falsification under the Revised Penal Code (Article 171).

Procedures for Issuance and Signing

Executing a Secretary's Certificate follows a structured process:

Board Action: A valid board meeting or written assent (for close corporations) adopts the resolution. Quorum (majority of directors) and voting requirements (majority of quorum) must be met (Section 52).
Preparation: The secretary drafts the certificate, verifying accuracy against minutes. Standard format includes corporate letterhead, jurat or acknowledgment, and attachments like resolution copies.
Signing: The secretary signs personally, affixing their name, position, and date. If an assistant signs, the certificate must reference the delegating resolution.
Notarization: Recommended for legal weight; the signatory swears to the truthfulness before a notary. For international use, apostille under the Hague Convention may be required.
Distribution and Filing: Copies are provided to relying parties. For SEC submissions, e-filing via the SEC's online system is used, with the certificate as attachment.
Record-Keeping: Originals are filed in the corporate books, accessible for inspection (Section 73).

For electronic signatures, the Electronic Commerce Act (RA No. 8792) allows digital signing if certified by a recognized authority, increasingly common post-COVID-19 via SEC Memorandum Circular No. 5, Series of 2020.

Special Considerations and Variations

One-Person Corporations (OPCs): Under Section 118, the single stockholder acts as secretary, with self-signing authority, but must maintain separate records.
Non-Stock Corporations: Similar rules apply (Sections 87-94), with the secretary elected by trustees.
Foreign Corporations: Branch offices require a resident agent (Section 144), who may issue equivalent certifications, but the home office secretary's authority must comply with Philippine laws for local acts.
In Cases of Vacancy: If the secretary resigns or dies, the board appoints a replacement immediately (Section 24). Interim signatories must be board-authorized.
Multiple Signatories: For high-stakes matters, the certificate may require co-signing by the chairperson or president to add assurance.
Liability Issues: Erroneous signing exposes the secretary to civil liability (damages), criminal charges (falsification), or administrative sanctions (SEC fines up to PHP 1 million). Third parties can rely on the certificate under the doctrine of apparent authority (Professional Services, Inc. v. Agana, G.R. No. 126297, 2008).

Implications for Corporate Transactions

Banking and Finance: Banks require Secretary's Certificates for account openings, loans, or signatory changes, verifying authority to mitigate risks.
Government Filings: Essential for BIR, DTI, or LGU permits, ensuring corporate actions are duly authorized.
Mergers and Acquisitions: Certifies board approvals for due diligence.
Litigation: Serves as evidence in court, with presumptive validity if notarized.

Non-compliance can void transactions, leading to rescission or damages. Best practices include regular board training on governance and annual audits of corporate records.

Challenges and Reforms

Common issues include forged signatures, outdated resolutions, or conflicts in family-run firms. The SEC's push for digital governance (e.g., MC No. 28, Series of 2020, on remote meetings) has modernized processes, allowing virtual signings. Ongoing reforms aim to enhance transparency, such as mandatory e-filing for all corporations by 2025.

Conclusion

The signing authority for Secretary's Certificates in Philippine corporations is a cornerstone of accountable governance, ensuring that corporate decisions are transparently and legitimately communicated. Vested in the corporate secretary with safeguards for delegation, it balances efficiency with oversight under the Revised Corporation Code and SEC rules. By adhering to qualifications, procedures, and limitations, corporations can mitigate risks, foster trust with stakeholders, and comply with legal standards. As the business environment evolves, maintaining robust practices in this area remains essential for sustainable corporate operations and legal security.