Philippine Board Resolution and Secretary's Certificate Generator

A secretary's certificate proves a recorded corporate act; it cannot repair an invalid meeting, vote, conflict process, or missing higher approval.

This records a genuine corporate action and does not create authority or replace another required approval

Corporation type

Domestic stock corporationDomestic nonstock corporationClose corporation whose articles satisfy the RCCOne Person Corporation (OPC)Foreign corporation or Philippine branch—home-law review required

The corporation is vested with public interest or subject to independent-director requirements

A bank, insurer, public utility, school, listed company, foundation, or another specially regulated corporation is involved

Action being approved

Document to generate

Secretary's Certificate—certified evidence for a recipientCertified Board ResolutionSecretary's Certificate with certified resolution extractOPC written resolution recorded in lieu of a meeting

Exact action, transaction, parties, amount or subject, and business purpose

Current articles, bylaws, board composition, officer authority, restrictions, and transaction documents were checked