Mr. Francisco Colayco
SEC Opinion • Securities and Exchange Commission • Opinions • Apr 21, 1988
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April 21, 1988 Mr. Francisco Colayco Sir : This has reference to your letter dated April 14, 1988, requesting for the opinion of this Commission on the following query: cdll "Which persons are authorized to make entries in a corporation's Stock and Transfer Book so that such entries will be binding on the corporation and its stockholders? Relative thereto, please be informed that it is generally the secretary's duty to make and keep the corporate records, and to make proper entries . . . required to be entered on the records." (In re Drive-In Development Corp. 371 F2d 215 cited in Fletcher's, Vol. 2A, p. 180). "The secretary is charged with duty of making and is legal custodian of the corporate records." (Helberg v. Zuck, 201 Iowa 860, 208 NW 209). "A secretary or other officer of a private corporation has only the authority delegated to him by the by-laws and the board of directors. (Berman v. Riverside Casino Corp. -1 247 F Supp 243, affd 354 F 2d 43, supra, p. 181). llcd Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman
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