In the Philippines, a secretary's certificate is a crucial document that serves as proof of corporate actions, resolutions, or decisions made by the board of directors. When this document is notarized, it holds even greater weight as it is presumed to be valid and binding.
Public Officers: Typically report to top management or legal departments. Company Secretaries: Often report directly to the board of directors.
A Secretary's Certificate is defined as an official document signed by the corporate secretary, certifying that certain corporate actions, usually decisions made by the board or shareholders, have taken place.
An Officers Certificate is a document signed by a company's officer certifying certain facts about the company.
As referenced above, a typical officer's certificate certifies that various closing conditions have been satisfied as of the closing date, whereas the secretary's certificate is necessary during the closing to ensure that the selling entity is duly organized or incorporated and capable of effecting the transaction.
The certificate can be used for a variety of purposes, such as to confirm the authority of the signatory to enter into a transaction, to confirm the accuracy of financial statements, or to confirm compliance with legal or contractual requirements.
A Certificate of Authority shows that you are authorized to do business in a state other than your original formation state.
An officer's certificate, or closing certificate, delivered at the closing of an M&A transaction, certifying that the company's representations and warranties in the transaction agreement remain true and correct and that it has completed or met the covenants and conditions precedent set out in the agreement.
"Officers' certificate" means a certificate signed and verified by the chairperson of the board, the president or any vice president and by the secretary, the chief financial officer, the treasurer or any assistant secretary or assistant treasurer.