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above-mentioned resolution has not been amended, modified or rescinded, and is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.