SECRETARY’S CERTICATE

I, ____________, of legal age, Filipino, being the duly elected and qualified
Corporate Secretary of _____________________., a corporation duly organized under the
laws of the Philippines with the office address at __________________________, state as
follows;

At the special meeting of the Board of Directors of the Corporation held at its
principal place of business on _______________________ wherein a quorum was present
and acting throughout. The following resolutions were unanimously passed and approved.

WHEREAS; the ______________________., wishes to apply for registration to the

Bureau of Internal Revenue (BIR).

NOW, THEREFORE, be it resolved, as it hereby resolved, that the Board authorized

the Corporation to proceed with it’s application for the registration with the BIR; and

RESOLVED FURTHER, as it hereby resolved, that the Board authorized

_______________________ to be the designated representative of
the___________________________ in all dealing and transactions with the BIR in relation
to the registration of the Corporation with the BIR.

IN WITNESS WHEREOF, I have hereunto affixed my signature this ____th day of

_____________________.

_________________________
Corporate Secretary
TIN