Beruflich Dokumente
Kultur Dokumente
JD 3
FORM 108
Secretarys Certificate to sell Real Property
As held by the Supreme Court under Esguerra vs. Court of Appeals, 267 SCRA 380
[1997]
- A corporate secretary's certification, when regular on its face, is sufficient for a
third party to rely on. It need not investigate the truth of the facts contained in
such certification. Otherwise, business transactions of corporations would
become tortuously slow and unnecessarily hampered.
However,
- The secretary is still merely a ministerial officer who cannot bind the corporation
unless he is especially authorized to do so.
Purpose
- to certify that the contents of this form is based on at a regular/ special meeting
made by the Board of Directors (held at the principal place of business) with
quorum
- the main content of this is to establish that the President of the Corporation is to
be authorized to act for and behalf of the corporation to either SELL, TRANSFER
and CONVEY a specific property of the corporation, and other powers/authority
to do and perform acts necessary to carry it into effect
- also to certify that the secretary making said form is the designated officer of the
corporation to perform such act (duly elected in accordance by the by-laws of the
corporation)
FORM 110
Certificate of Amendment of the Articles of Incorporation and By-Laws
Increasing the Authorized Capital Stock
Purpose: to certify
- that there was a meeting held with the stockholders and the majority of the Board
- that at the meeting of the stockholders of the said corporation was held in
accordance with Sec. 38 of the Corporation Code. That no corporation shall
increase or decrease its capital stock or incur, create or increase any bonded
indebtedness unless approved by a majority vote of the board of directors and, at
a stockholder's meeting duly called for the purpose, two-thirds (2/3) of the
outstanding capital stock shall favor the increase or diminution of the capital
stock, or the incurring, creating or increasing of any bonded indebtedness.
- that any increase or decrease in the capital stock or the incurring, creating or
increasing of any bonded indebtedness shall require prior approval of the
Securities and Exchange Commission.