Secretary's Certificate in the Philippines: Uses and Rules

A secretary’s certificate is a signed statement in which the corporate secretary confirms that a resolution was validly passed and still stands. Banks, government offices, and the SEC ask for one when they need proof that your company approved a transaction and that a named person can act for it. This page covers what the certificate contains, who may sign it under RA 11232, and when notarisation or an apostille applies.

What a secretary’s certificate says

The certificate sits on top of a resolution. The board resolution is the decision. The secretary’s certificate is the corporate secretary’s confirmation that the decision was made. According to Respicio’s guide to corporate bank transactions, a bank usually expects the certificate to confirm three things:

• that a quorum was present when the resolution was approved
• that the specific resolution was approved
• that the resolution remains in full force and effect and has not been amended or revoked, as of the date of certification

The certificate also usually names the authorised signatories, with their positions and specimen signatures. Read the resolution and the certificate together. If they do not match, the bank or agency will ask questions.

Our guide to the corporate secretary, resident agent, and director roles explains which role does what.

Common uses

• Bank accounts and signatories. Respicio reports that Philippine banks commonly require a secretary’s certificate for corporate bank transactions. That covers opening an account and appointing or changing signatories. Our corporate bank account guide covers the rest of the bank file.
• Loans and security documents. Banks frequently require notarisation for loan documents, security documents, and corporate undertakings. They sometimes require it for the certificate itself, especially for higher-risk transactions.
• BIR registration. The BIR accepts board resolutions and secretary’s certificates that name the person filing for the company. According to Grant Thornton, RMC 91-2025, issued on 8 October 2025, amended RMC 74-2025 so that assistant corporate secretaries can sign them. Our BIR registration guide explains the wider filing.
• SEC amendments. According to Tribune’s report on SEC Memorandum Circular No. 21, Series of 2026, issued on 17 July 2026, select amendments can be filed on the eAMEND portal. The application must include a separately signed and notarised secretary’s certificate with an undertaking.

Who may sign it under RA 11232

Section 24 of the Revised Corporation Code lists the corporate officers. It says that the secretary “must be a citizen and resident of the Philippines.” The same section says that the same person may hold two or more positions, but that no one may act as president and secretary at the same time, unless the Code allows it.

For a foreign-owned company, this means the secretary’s role goes to a qualified Filipino who is a citizen and resident. Foreign founders can still sign board resolutions as directors. A foreign director, however, cannot sign a secretary’s certificate in the secretary’s role.

The BIR’s rule is looser than the Code on one point. Under RMC 91-2025, the BIR accepts certificates signed by assistant corporate secretaries. That rule applies to business registration filings. Do not assume it applies to a bank or a government bid, because those parties set their own requirements.

Notarisation and apostille

Notarisation depends on the recipient, and there is no single rule. Two points are firm:

• SEC eAMEND filings. As reported by Tribune, the application must include a separately signed and notarised secretary’s certificate with an undertaking.
• Apostille. According to Triple i Consulting, private documents become eligible for an apostille only after notarisation. The Philippines joined the Apostille Convention on 14 May 2019.

If the certificate will be used abroad, ask the receiving party first. Triple i Consulting notes that apostilles work for countries that are party to the Convention. For other countries, consularisation is the route. The receiving party decides which one it needs, so confirm before you pay for notarisation or an apostille.

Common mistakes

• Certifying a resolution that has since changed. The certificate speaks as of the date it is signed. If the board amends the resolution, prepare a new certificate.
• Using a foreign director as secretary. Section 24 rules this out, so a certificate signed in that role has no basis under the Code.
• Assuming one template works everywhere. Respicio describes the certificate as generally a bank requirement rather than a single statutory one. Ask each recipient for its form.
• Skipping notarisation to save time. A recipient that wants a notarised certificate may refuse one that is not, and an apostille cannot be applied to a non-notarised document.
• Letting the certificate and minutes drift apart. A certificate for a decision the minutes do not record leaves the company with a records problem.

How Chamberlain prepares it

Chamberlain drafts the resolution and the certificate for your corporate secretary to sign. We check the signatory against Section 24 and tell you which notarisation or apostille step the receiving party needs before you book it. Our corporate secretarial services cover the board and stockholder records these documents depend on.

Our pricing page lists three fixed-fee packages: incorporation at ₱80,000 to ₱250,000, visa and work-permit work at ₱40,000 to ₱120,000 per applicant, and compliance retainers at ₱15,000 to ₱60,000 per month. A single secretary’s certificate is not one of those packages. We give a fixed quote before work starts. Statutory government fees, notarisation, and bank charges are disclosed separately.

Need a certificate for a bank, a permit, or a filing? Talk to us. We will confirm which document the receiving party needs, then give you a fixed quote.

Sources

• Republic Act No. 11232, Revised Corporation Code of the Philippines, Section 24: https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html
• Respicio, “Secretary’s Certificate Requirements for Corporate Bank Transactions in the Philippines”: https://www.respicio.ph/commentaries/secretarys-certificate-requirements-for-corporate-bank-transactions-in-the-philippines
• Grant Thornton Philippines, “BIR clarifies documentary requirements for business registration”: https://www.grantthornton.com.ph/insights/articles-and-updates1/tax-notes/bir-clarifies-documentary-requirements-for-business-registration/
• Tribune, “SEC cuts paperwork for corporate amendments” (20 July 2026): https://tribune.net.ph/2026/07/20/sec-cuts-paperwork-for-corporate-amendments
• Triple i Consulting, “Legal Documents in the Philippines: Apostillization, Consularization, and Authentication Explained”: https://www.tripleiconsulting.com/legal-documents-philippines-apostillization-consularization-authentication-explained/