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A Certificate of Secretary serves as an official statement by a company secretary in Ireland, confirming specific corporate actions or details. Company secretaries typically issue these certificates to verify board resolutions, share transfers, officer appointments, or other key company decisions that need formal documentation.

Under Irish company law, this certificate carries significant legal weight because it comes from the secretary - an officer who maintains corporate records and ensures compliance. Banks, regulators, and business partners often request these certificates as proof that company actions were properly authorized and executed according to the company's constitution and the Companies Act 2014.

Get a Certificate of Secretary when your Irish company needs to prove important corporate decisions to outside parties. Common situations include opening new bank accounts, transferring shares, changing company officers, or completing major contracts - these all need proof that your company properly authorized the action.

The certificate becomes essential during due diligence processes, like mergers or fundraising rounds, where investors and legal teams need verification of past company decisions. It's also valuable when dealing with regulatory bodies or during audits, as it provides clear evidence that your company followed proper governance procedures under Irish company law.

• Basic Board Resolution Certificate: Verifies standard board decisions like officer appointments or policy changes
• Share Transfer Certificate: Documents proper authorization of share transfers between parties
• Corporate Authority Certificate: Confirms who has power to sign contracts or make binding decisions
• Compliance Status Certificate: Attests that the company meets specific regulatory requirements
• Specimen Signature Certificate: Validates authorized signatories for banking and legal documents

• Company Secretaries: Primary drafters who prepare and sign these certificates, using their official position to verify corporate actions
• Board Directors: Often request or rely on these certificates to confirm their decisions were properly recorded and executed
• Banks and Financial Institutions: Request certificates as proof of corporate authority when opening accounts or processing major transactions
• Legal Advisors: Review and rely on certificates during due diligence, mergers, or corporate restructuring
• Regulatory Bodies: May require certificates as evidence of compliance with Irish company law and governance requirements

• Board Minutes Review: Locate and verify the exact board resolution or company action being certified
• Company Details: Gather current company registration number, registered address, and officer information
• Authorization Check: Confirm your authority as company secretary and verify signing powers
• Supporting Documents: Collect relevant corporate documents that support the certification
• Legal Requirements: Check Companies Act 2014 requirements for the specific action being certified
• Format Selection: Use our platform's templates to ensure all mandatory elements are included correctly

• Company Identification: Full legal name, registration number, and registered office address
• Secretary Details: Name, position, and confirmation of authority to issue the certificate
• Resolution Reference: Date and specific details of the board meeting or resolution being certified
• Certification Statement: Clear declaration of what is being certified, using precise and unambiguous language
• Supporting Facts: Relevant details that validate the certification, like quorum presence or voting results
• Execution Block: Date, secretary's signature, company seal space (if required), and witness details

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

• Purpose and Scope: A Certificate of Secretary specifically verifies board decisions and corporate actions, while a Certificate of Incumbency focuses on confirming the identity of current directors, officers, and shareholders
• Legal Authority: The Secretary's certificate carries weight for specific corporate actions and decisions, while an Incumbency certificate serves as a broader snapshot of company leadership
• Typical Use Cases: Secretary certificates are used for bank transactions, share transfers, and regulatory compliance, while Incumbency certificates are more common in international business dealings and due diligence
• Verification Level: Secretary certificates detail specific actions and their authorization, while Incumbency certificates simply state who holds which positions