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SecCert SCBD

Secretary's Certificate

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Jamila Urbina
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17 views

SecCert SCBD

Secretary's Certificate

Uploaded by

Jamila Urbina
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
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SECRETARY’S CERTIFICATE

I, ___________________________, of legal age, Filipino, and


_____________________________________________________________________, Philippines,
after having been duly sworn to in accordance with law, hereby certify that:

1. I am the duly elected and incumbent Corporate Secretary of


_______________________________________ a corporation duly organized and existing
under and by virtue of the laws of the Republic of the Philippines, with principal
office at _________________________________________________.

2. As such Corporate Secretary, I have custody of the books and records


of the Corporation, including minutes of Stockholders’ meetings and Directors’
meetings.

3. On 15 July 2024, a meeting of the Board of Directors of the


Corporation was duly held at __________________________________________, with all
the incumbent Directors present and at which a quorum was present and acted
throughout.

4. During the said meeting, the following resolutions were unanimously


passed, adopted, and ratified, to wit:

Filing of the General Information Sheet (“GIS”),


Audited Financial Statements (“AFS”), and Other
Annual Reports, and Enrollment to the Electronic
Filing and Submission Tool with the Securities and
Exchange Commission (“SEC”)

The Chairman of the Board informed the Directors that there


is a need to use the Electronic Filing and Submission Tool
(“eFAST”) of the Securities and Exchange Commission
(“SEC”) to file the AFS and GIS and other annual reports
pursuant to the SEC’s Memorandum Circular No. 3 Series of
2021, “Schedule and Procedure for the Filing of the Annual
Financial Statements, General Information Sheet and Other
Annual Reports”

After some discussion, upon motion made, and seconded,


the Board of directors unanimously approved and passed
the following resolution:

WHEREAS, the Securities and Exchange Commission (“SEC”)


is requiring all non-stock and stock corporations to enroll and
submit reportorial requirements through its Electronic Filing
and Submission Tool (“eFAST”) (formerly OST);

RESOLVED, that the Board of Directors of


________________________ hereby approves the enrollment of
the Corporation with SEC’s e-FAST to submit its AFS, GIS,
and other applicable reports as required by SEC
Memorandum Circular No. 3, Series of 2021;

RESOLVED FINALLY, that the Corporate Secretary be, and is


hereby authorized to issue certification covering the foregoing
resolutions adopted by the Directors of the Corporation.

Appointment of Authorized Filer for the Electronic


Filing and Submission Tool (“eFAST”) (formerly OST)
with the Securities and Exchange Commission (“SEC”)

The Chairman of the Board informed the members of the


Board of Directors of the need to designate an authorized
filer for the Electronic Filing and Submission Tool (“eFAST”)
(formerly OST) with the Securities and Exchange Commission
(“SEC”);

After some discussion, upon motion made, seconded, the


Board of Directors unanimously approved and passed the
following resolutions:

That during the special meeting by the


___________________________held last 15 July 2024, at 1:00
p.m. where a quorum was present and acted all throughout,
the Board of Directors, by unanimous vote, resolved and
approved to designate _________________________________, to
represent the Corporation and act for it in the submission of
reportorial requirements with the SEC through the e-FAST.

The foregoing Resolution is valid and existing, until


withdraw, revoked, or modified by the Corporation.

5. I hereby certify that the foregoing resolutions are full, true and correct
copies of the resolutions of the Corporation.

6. I further certify that the said resolutions are still in force and effect and have not
been amended or revoked.
IN WITNESS WHEREOF, I have hereunto set my hands this ____________ at Makati
City, Philippines.

______________________________________
Corporate Secretary

SUBSCRIBED AND SWORN to before me this ______________ at Makati City, affiant


exhibited to me her ____________________________

Doc. No. _____;


Page No. ______ ;
Book No. ______;
Series of 2024.

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