REPUBLIC OF THE PHILIPPINES)

CITY OF __________ S.S.)

SECRETARY’S CERTIFICATE

I, ____________, of legal age, Filipino, with resident/office address at

_____________________________ after being duly sworn, depose and state that:

1. I am the duly elected and qualified Corporate Secretary

of_________________________, a corporation duly organized and
existing under and virtue of the laws of the Republic of the Philippines with
principal address at ________________, Philippines;

2. I certify that the Securities and Exchange Commission (SEC), upon

evaluation of the latest reports of the corporation, has notified the
corporation of its violation/s of the provision of Commonwealth Act No.
108, as amended, otherwise known as the Anti-Dummy Law particularly
Section 2-A therefore;

3. I hereby declare that, upon receipt of such notice from SEC, the
corporation has immediately undertaken proper corrective measures to be
compliant with the requirements of Section 2-A of the Anti-Dummy Law, by
_____________________________________________, as shown in the
corporation’s most recent General Information Sheet, submitted to SEC on
__________________________, copy of which is hereto attached as
Annex “I”;

4. I further certify that the corporation, through its board of

Directors/Trustees, acknowledge that the SEC is neither estopped in such
evaluation of the reports, nor is it precluded from further notifying the
corporation to take corrective measures for any previously undetermined
and/or newly ascertained violation of the Anti-Dummy Law and other
related SEC rules and guidelines or from initiating appropriate action/s
against the corporation in the exercise of its supervisory and monitoring
function over registered corporation;

5. I hereby attest to the truth of all of the foregoing information.

Issued at____________City, Philippines on ___day of _____, 20_____.

_____________________
Corporate Secretary

SUBSCRIBED AND SWORN TO before me this _____ day of

_________________ 2016 in _________ affiant exhibited to me her _______________
issued at ________________ on _____________..

NOTARY PUBLIC

Doc. No:_____;
Page No.:_____;
Book No.:_____;
Series of 2016.
ANTI-DUMMY LAW RELATED MATTERS
1
What is the coverage of the Anti-dummy Law?
.
Section 2-A of the Anti-Dummy Law prohibits the employment by any person, corporation, or
association of an alien, who shall intervene in the management, operation, administration or control
thereof, whether as officer, employee, laborer, when the exercise or enjoyment of the property or of the
franchise, privilege, or business engaged in by such person, corporation or association “is expressly
reserved by the Constitution or the law to the citizens of the Philippines” or “corporations or
associations at least 60%of the capital of which is owned by such citizens.” Hence, the Anti-Dummy
Law comes into operation if the corporation concerned is engaged in a wholly or partially nationalized
activity.

2 If the corporation is covered by Anti-dummy Law, can a foreigner be elected as an director? or

. officer?

A foreigner may elected as board of directors in proportion to their allowable

participation.

However, The foreigner cannot be an officer in a corporation engaged in a

nationalized or partly nationalized activity within the coverage of Anti-dummy
Law.