Things you need to know about Secretary's Certificate for Representative to Transact with the BIR.

1. What is a Secretary’s Certificate?

A Secretary's Certificate is a written document by the Corporate Secretary used to certify corporate acts or records (e.g. Board Resolutions passed by the Board of Directors). It is also signed and sealed by the Corporate Secretary.

2. When do you need a Secretary’s Certificate?

A Secretary's Certificate is needed to show the authority of a person who will enter into transactions, such as transacting with the Bureau of Internal Revenue ("BIR"), on the corporation’s behalf.

3. What does this Secretary’s Certificate state?

This Secretary’s Certificate certifies that the Board of Directors passed the following Board Resolutions:

1. That certain individuals (to be named by the corporation) are authorized to represent the corporation before the BIR.
2. That certain individuals can sign and submit on the corporation’s behalf all documents necessary to the BIR.
3. The authority granted to the above individuals will automatically terminate upon the termination of their employment or engagement with the Corporation or an affiliate of the Corporation (as the case may be) or upon revocation of such authority by the Board of Directors of the Corporation, whichever comes earlier.

4. What information do you need to create a Secretary’s Certificate?

To create your Secretary’s Certificate you’ll need the following minimum information:

1. The details of the Corporate Secretary (e.g. name, office address).
2. The details of the corporation (e.g. name, office address).
3. The date of the Board Meeting when the Board Resolutions to which the Secretary’s Certificate refers to was held.
4. The names of the authorized signatories of the corporation.

5. How much is the document?

The document costs PHP 50 for a one-time purchase. Once purchased, you have unlimited use and revisions of this type of document.

You can also avail of Premium subscription at PHP 1,000 and get (a) unlimited use of our growing library of documents (from affidavits to contracts); and (b) unlimited use of our “Ask an Attorney” service, which lets you consult an expert lawyer anytime for any legal concern you have.