Sometime ago, I came across a transaction on a sale of a condominium in Makati. The Seller was a corporation and the Buyer was a married couple. They both agreed that the President of the Corporation was going the sign the Deed of Absolute Sale and this of course, was evidenced by the Secretary’s Certificate and Board Resolution prepared by the Corporation.
On the closing date of the transaction, the President was sick and couldn’t make it to the meeting so a new set of Secretary’s Certificate and Board Resolution authorizing the Corporate Secretary to sign the Deed of Sale in behalf of the Corporation was prepared.
The Buyer conferred with their lawyer and was advised that they should not sign the Contract since upon checking the Articles of Incorporation, the Corporate Secretary shares at the Corporation was minimal in comparison to the President who owned majority shares of the Corporation.
It was then decided and agreed that same day that the President of the Corporation sign the Deed of Absolute Sale for everyone’s peace of mind.
Take note that even though it looked alright for the Corporate Secretary to sign in behalf of the President given that there was sufficient documents provided by the Corporation, there was still a concern on the ownership of shares as this may lead to a problem in the future. Better safe than sorry ……
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