Secretary’s Certificate

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REPUBLIC OF THE PHILIPPINES )

CITY/MUNICIPALITY OF [CITY/MUNICIPALITY] ) S.S.

SECRETARY’S CERTIFICATE

I, [FULL NAME OF CORPORATE SECRETARY], Filipino, of legal age, with office address at [OFFICE ADDRESS], after having been duly sworn in accordance with law, certify that:

1. I am the duly elected and qualified Corporate Secretary of [CORPORATE NAME] (the "Corporation"), a corporation organized and existing under Philippine law, with SEC Registration No. [SEC REGISTRATION NUMBER] and principal office at [PRINCIPAL OFFICE ADDRESS];

2. As Corporate Secretary, I have custody of the corporate books and records, including the minutes of the meetings of the Board of Directors;

3. At the [REGULAR/SPECIAL] meeting of the Board of Directors held on [DATE] at [PLACE] [AND THROUGH REMOTE COMMUNICATION], at which a quorum was present and acted throughout, the following resolution(s) were [UNANIMOUSLY] approved:

Board Resolution No. [YEAR]-[NUMBER]

"RESOLVED, as it is hereby resolved, that the Corporation be authorized to [STATE THE CORPORATE ACT — e.g., open and maintain a [CURRENT/SAVINGS] account with [BANK AND BRANCH]/purchase the property covered by TCT No. [NUMBER]/enter into a [CONTRACT] with [COUNTERPARTY]] [ON THE FOLLOWING TERMS: [TERMS]];

"RESOLVED FURTHER, that [FULL NAME], [POSITION], [AND/OR [FULL NAME], [POSITION]], be, as [HE/SHE/THEY] hereby [IS/ARE], authorized to sign, execute and deliver, for and on behalf of the Corporation, all documents necessary to implement the foregoing resolution, and to do all acts needed for that purpose;

"RESOLVED FINALLY, that all acts previously done by the said officer(s) in connection with the foregoing are hereby ratified and confirmed."

4. The foregoing resolution(s) are in accordance with the Articles of Incorporation and By-laws of the Corporation, [THE APPROVAL OF THE STOCKHOLDERS REQUIRED BY LAW WAS OBTAINED ON [DATE]], and have not been amended or revoked and remain in full force and effect;

5. The specimen signature(s) of the authorized officer(s) are as follows:

Name Position Specimen signature

[FULL NAME] [POSITION]

IN WITNESS WHEREOF, I have signed this certificate this [DAY] day of [MONTH] 2026 at [CITY/MUNICIPALITY], Philippines. ______________________________ [FULL NAME OF CORPORATE SECRETARY] Corporate Secretary

[OPTIONAL] Attested by: ______________________________ [FULL NAME OF PRESIDENT/CHAIRPERSON] [PRESIDENT/CHAIRPERSON]

SUBSCRIBED AND SWORN TO before me this [DAY] day of [MONTH] 2026 at [CITY/MUNICIPALITY], Philippines, by [FULL NAME OF CORPORATE SECRETARY], Corporate Secretary of [CORPORATE NAME], who personally appeared before me, signed the foregoing affidavit in my presence, and exhibited to me competent evidence of identity bearing [HIS/HER] photograph and signature, namely, [ID TYPE] No. [ID NUMBER] issued on [DATE OF ISSUE] by [ISSUING AGENCY] [valid until [EXPIRY DATE]]. The affiant took an oath before me as to the truth of the contents of this affidavit. Doc. No. ______; Page No. ______; Book No. ______; Series of 2026. __________________________________ [FULL NAME OF NOTARY PUBLIC] Notary Public for [CITY/PROVINCE] Notarial Commission No. [NUMBER] Commission valid until December 31, [YEAR] Roll of Attorneys No. [NUMBER] PTR No. [NUMBER]; [DATE]; [PLACE OF ISSUE] IBP No. [NUMBER]; [DATE]; [CHAPTER] MCLE Compliance No. [NUMBER]; [DATE] Office: [OFFICE ADDRESS OF NOTARY]

DRAFTING NOTES FOR THE LAWYER — delete this page before printing

• Revised Corporation Code (R.A. No. 11232): Sec. 22 (board exercises corporate powers); Sec. 24 (the corporate secretary must be a resident and citizen of the Philippines); Sec. 52 (quorum is a majority of the number of directors in the articles; decisions by majority of directors present at a meeting with quorum; election of officers needs a majority of all directors; participation and voting through remote communication allowed). Check the By-laws for a higher quorum.

• Some acts also need stockholder approval, e.g., sale of all or substantially all assets (Sec. 39), amendment of articles (Sec. 15), investment in another corporation (Sec. 41). One Person Corporations use a director’s/corporate secretary’s certificate adapted to Secs. 115–132.

• Banks, the BIR, the Registry of Deeds and government procurement (R.A. No. 12009 and its IRR) often prescribe their own form — ask first.

• Notarial act: jurat (the secretary swears to the truth of the certificate). If the receiving party asks for an acknowledgment instead, use the acknowledgment form in the other templates.

• In the specimen-signature table the third column is intentionally left blank for signing.

Field labels in [SQUARE BRACKETS, CAPITALS] must be completed or deleted. Alternatives are separated by a slash (e.g., [HIS/HER]). © Layers (layers.md), licensed under CC BY 4.0 (https://creativecommons.org/licenses/by/4.0/). You may adapt and reuse this template with attribution. Template — review by a Philippine lawyer before use. Not legal advice.

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