In the Philippine jurisdiction, the issuance and authentication of stock certificates are governed primarily by Republic Act No. 11232, otherwise known as the Revised Corporation Code of the Philippines (RCC). Because a stock certificate serves as prima facie evidence of a shareholder’s ownership interest and the bundle of rights attached thereto, the law is prescriptive regarding who must sign these documents to ensure their validity and prevent unauthorized issuance.

The Statutory Requirement: Section 62 of the RCC

Under Section 62 (formerly Section 63 of the old Code) of the Revised Corporation Code, the law explicitly dictates the signatories for a certificate of stock. Every certificate issued by a corporation must be signed by:

The President or Vice-President; AND
The Secretary or Assistant Secretary.

The use of the conjunction "and" signifies a mandatory concurrent requirement. A certificate signed by the President alone, or the Secretary alone, does not strictly comply with the formal requirements of the law and may be challenged for being defectively issued.

The Role of the Corporate Seal

In addition to the manual or facsimile signatures of the aforementioned officers, the law requires that the certificate be sealed with the corporate seal. The seal serves as the corporation's "signature" as a juridical entity, corroborating that the act of issuance is an official act of the board.

Why Two Signatures are Required

The dual-signature requirement serves as an internal "check and balance" mechanism:

Executive Oversight: The President or Vice-President represents the management and executive arm of the corporation, affirming that the issuance aligns with the corporation’s business actions.
Record Integrity: The Secretary or Assistant Secretary is the custodian of the corporate books (specifically the Stock and Transfer Book). Their signature affirms that the person named in the certificate is indeed recorded in the books as a stockholder and that the shares issued do not exceed the authorized capital stock.

Use of Facsimile Signatures

In large public-use corporations or those with a high volume of transactions, manually signing thousands of certificates can be impractical. While the RCC does not explicitly detail the mechanics of facsimile signatures, Philippine jurisprudence and secondary regulations (such as those from the Securities and Exchange Commission) generally allow the use of facsimile signatures, provided that:

The board of directors specifically authorizes their use via a Board Resolution.
Security measures are in place to prevent unauthorized use of the signature stamps or digital templates.
At least one signature (often the Secretary’s or a Transfer Agent’s) is frequently required to be manual in certain contexts to ensure authenticity.

The Role of Independent Transfer Agents

For corporations listed on the Philippine Stock Exchange (PSE), the process is often more rigorous. These corporations typically engage an independent Stock Transfer Agent (usually a specialized banking institution).

While the President and Secretary’s signatures remain the legal baseline, a certificate issued in the context of a public market often requires the "countersignature" of the Transfer Agent and a Registrar to be considered valid for trading and delivery.

Legal Implications of Unauthorized Signatures

If a stock certificate is signed by an unauthorized individual (e.g., the Treasurer or a regular Director who is neither the President nor Secretary), the following consequences may arise:

Invalidity: The certificate may be considered void or voidable, as it fails to meet the mandatory formal requirements of Section 62.
Refusal of Registration: The Corporate Secretary may validly refuse to record a transfer in the Stock and Transfer Book if the underlying certificate was not properly executed.
Liability: Officers who issue certificates without proper authority or in violation of the RCC may be held liable for damages to bona fide purchasers or the corporation itself.

Summary Table: Authorized Signatories

Office	Capacity	Requirement
President	Primary Executive	Mandatory (or Vice-President)
Vice-President	Alternate Executive	Allowed in lieu of President
Secretary	Custodian of Records	Mandatory (or Assistant Secretary)
Assistant Secretary	Alternate Custodian	Allowed in lieu of Secretary
Treasurer	Financial Officer	Not Authorized by law to sign stock certificates
Director	Board Member	Not Authorized unless holding the specific offices above