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A Certificate of Secretary is an official document signed by a company's company secretary confirming specific corporate actions or facts about the organization. In Hong Kong, this certificate carries significant legal weight under the Companies Ordinance and is commonly used to verify board resolutions, shareholding details, or changes in company officers.

Banks, regulators, and business partners often request these certificates when companies need to prove their authority to enter contracts, open accounts, or make important corporate decisions. The company secretary, as a key officer under Hong Kong law, provides this independent verification to help businesses operate smoothly and maintain compliance with local regulations.

You need a Certificate of Secretary when opening bank accounts, bidding on major contracts, or making significant corporate changes in Hong Kong. This document proves your company's authority to take important actions and helps satisfy due diligence requirements from banks, business partners, and regulators.

Common scenarios include verifying board resolutions, confirming officer appointments, certifying shareholding structures, or documenting constitutional changes. Having this certificate ready speeds up business transactions and builds trust with stakeholders. Many organizations prepare these certificates during annual compliance reviews or before entering important negotiations to avoid last-minute delays.

• Basic corporate verification - commonly used to confirm company details, officer appointments, and basic corporate structures for banks and regulators
• Board resolution certification - specifically validates board decisions and authorizes specific corporate actions
• Shareholding confirmation - details ownership structures, share transfers, or capital changes
• Compliance certification - attests to the company's adherence to specific Hong Kong regulatory requirements
• Transaction-specific certificates - tailored to support particular business deals, mergers, or major contracts with specific verification needs

• Company Secretaries: Primary drafters and signers of these certificates, using their authority under Hong Kong law to verify corporate actions
• Board Directors: Review and rely on these certificates when executing major corporate decisions
• Banks and Financial Institutions: Request certificates to verify company authority for account opening and lending
• Business Partners: Accept certificates as proof of corporate authority in major transactions
• Regulatory Bodies: May require certificates as evidence of compliance with Hong Kong Companies Ordinance requirements

• Gather Corporate Details: Collect accurate company name, registration number, and registered office address from official records
• Verify Authority: Confirm your appointment as company secretary and check relevant board resolutions
• Specify Purpose: Clearly identify what corporate action or fact needs certification
• Document Review: Examine supporting documents like meeting minutes, resolutions, or regulatory filings
• Format Selection: Use our platform's templates to ensure all required elements are included under Hong Kong law
• Final Check: Review all facts stated for accuracy and ensure proper signature formatting

• Company Identity: Full legal name, registration number, and registered office address in Hong Kong
• Secretary Statement: Clear declaration of authority as company secretary under the Companies Ordinance
• Subject Matter: Specific corporate action or fact being certified, with relevant dates and details
• Supporting References: Citations of relevant board resolutions, company records, or regulatory filings
• Declaration Language: Formal certification statement confirming the truth of stated facts
• Execution Block: Secretary's full name, signature, company chop (if used), and date of certification

A Certificate of Secretary is often confused with a Certificate of Incumbency, but they serve distinct purposes in Hong Kong's corporate governance framework. While both documents verify company information, their scope and application differ significantly.

• Verification Scope: A Certificate of Secretary focuses on specific corporate actions or decisions, while a Certificate of Incumbency primarily confirms current officers, directors, and shareholders
• Legal Authority: The company secretary issues certificates under their statutory powers, whereas incumbency certificates often require additional verification from registered agents or regulatory bodies
• Usage Context: Secretary certificates typically support internal operations and local transactions, while incumbency certificates are more commonly used for international business dealings and overseas bank accounts
• Content Requirements: Secretary certificates detail specific corporate events or decisions, while incumbency certificates provide a broader snapshot of the company's current leadership structure