SECRETARY'S CERTIFICATE

Sample of Secretary’s Certificate

SECRETARY'S CERTIFICATE

The undersigned [NAME OF CORPORATE SECRETARY], being the duly elected and qualified Corporate Secretary of [NAME OF CORPORATION], a corporation duly organized and existing under the laws of the Philippines, with offices at [ADDRESS OF THE CORPORATION] (the “Company”), is authorized to certify, and hereby certifies on behalf of the Company, that: 

1.         The following resolution was adopted and approved by the Board of Directors of the Company on [DATE OF MEETING]:

RESOLVED, that the Corporation hereby declares cash dividends in the total amount of Six Hundred Million United States Dollars (US$600,000,000), to be distributed among shareholders of record as of December 31, 2020 pro-rata to their respective shareholdings, based on the number of shares held by them as of December 31, 2020.

RESOLVED FURTHER, that the cash dividends shall be paid not later than ____________.

RESOLVED FINALLY, that the Treasurer be and is hereby authorized and directed to arrange payment of the cash dividends (net of withholding tax, if any) on the due date to the shareholders entitled to the cash dividends.

2.         The above-mentioned resolution has not been amended, modified or rescinded, and is in full force and effect as of the date hereof.

3.         The foregoing statements are true and correct and in accordance with the records of the Company.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this ____ day of _________ 2021 at Makati City.

 

         Corporate Secretary 

REPUBLIC OF THE PHILIPPINES  )

CITY OF MAKATI                              ) S.S.

Before me, a notary public in and for the city named above, personally appeared ______________________ with Community Tax Certificate No. __________ issued on ___________ at ______________, who is personally known to me to be the same person who presented the foregoing instrument and signed the instrument in my presence, and who took an oath before me as to such instrument.

Witness my hand and seal this ____ day of ____________ 2021.

Doc. No.  ____;

Page No.  ____;

Book No. ____;

Series of 2021.