NLF answer page. Primary sources checked for drafting: 24 August 2026.
Who can bind a Philippine corporation?
Direct answer
Governing documents, board or stockholder actions where relevant, delegated authority, transaction type, certificates or other evidence, prior conduct, ratification, and apparent-authority issues can all matter. The Supreme Court has stated that an unauthorized officer act does not bind a corporation unless the corporation ratifies it or holds the officer out as authorized.
What management should verify
Identify the current articles, bylaws, authority records, consequence of the transaction, proposed signatory, and supporting delegation. This page does not say that a board resolution is always required or that a particular certificate is sufficient.
Primary sources
University of Mindanao, Inc. v. Bangko Sentral Pilipinas, G.R. Nos. 194964-65, 11 January 2016; Republic Act No. 11232, Revised Corporation Code.