Sec Cert Cash Dividend Declaration

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Republic of the Philippines)

Makati City ) S.S.

SECRETARY’S CERTIFICATE

I, ____, of legal age, Filipino, with office address at ________, after having been sworn in
accordance with law, do hereby depose and state that:

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


(“Corporation”), a corporation duly organized and existing under Philippine
laws, with principal office and place of business at _______;

2. As the Corporate Secretary, I am the custodian of the corporate records of the


Corporation including the minutes of the meetings of the Board of Directors
and the Stockholders;

3. At the special meeting the Board of Directors of the Corporation duly held on
_______, at which meeting, a quorum was present and acted throughout, the
following resolutions were adopted and approved:

“WHEREAS, per its 2018 Audited Financial


Statements, ____________(the “Corporation”) has
unrestricted retained earnings in the amount of
___________________, which is not appropriated by the
Corporation;

“RESOLVED, AS IT IS HEREBY RESOLVED,


that the Board of Directors of ________________(the
“Corporation”) authorizes, as it is hereby authorized, to
declare cash dividends in the total amount of
_______________________ equivalent to _____________
per share, to stockholders of record as of 31 December 2018,
payable on or before 30 March 2019.

“RESOLVED, AS IT IS HEREBY RESOLVED,


that the Board of Directors the Corporation authorizes, as it is
hereby authorized, ______________, the Corporation’s
Treasurer, to notify and pay all stockholders of the said cash
dividends and to sign and execute all and any documents
relating to the cash dividend declaration.”

“RESOLVED FINALLY, that the Corporation


hereby confirms and ratifies any and all acts or deeds
performed and/or executed by the above-mentioned authorized
representative in connection with the matters indicated herein,
which the latter may have already done prior to the execution
hereof, and hereby ratifying and confirming all that they shall
do or cause to be done under and by virtue of these presents.”

4. The above Board Resolutions are still in full force and effect.

1
IN WITNESS WHEREOF, I have hereunto set my hand this ________________
at ________.

__________________________________
NAME
Corporate Secretary

SUBSCRIBED AND SWORN to before me this _______________ 2019 in Makati


City, affiant exhibited to me his ___________________.

Doc. No. _____


Page No. _____
Book No. _____
Series of 2019.

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