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Certificate of Secretary
I need a Certificate of Secretary to confirm the authenticity of a board resolution passed by the company's board of directors, including details of the meeting date, resolution number, and the specific decision made. The document should be signed by the company secretary and include the company seal for validation.
What is a Certificate of Secretary?
A Certificate of Secretary is an official document where a company secretary confirms specific facts or actions about their organization. In India, company secretaries use these certificates to verify important corporate matters like board resolutions, share transfers, or compliance with the Companies Act, 2013.
These certificates carry significant legal weight under Indian law and are often required during major corporate events, mergers, or regulatory filings. Banks, regulators, and business partners rely on them as trustworthy proof of company decisions and compliance status, since company secretaries are recognized professionals under the Company Secretaries Act, 1980.
When should you use a Certificate of Secretary?
Companies need a Certificate of Secretary during key corporate changes and transactions in India. It's essential when registering new board resolutions, updating authorized signatories with banks, or documenting major company decisions. The certificate proves these actions were properly approved and recorded.
Use it to support regulatory filings with the Ministry of Corporate Affairs, verify compliance during mergers or acquisitions, or validate share transfers. Indian banks and business partners often request this certificate before finalizing significant deals or updating account mandates. It protects both your company and stakeholders by providing official confirmation of corporate actions.
What are the different types of Certificate of Secretary?
- Basic Corporate Resolution Certificate: Verifies board decisions, meeting minutes, and company policies
- Banking Authority Certificate: Confirms authorized signatories and banking mandates for financial institutions
- Compliance Status Certificate: Documents adherence to Companies Act requirements and regulatory obligations
- Share Transfer Certificate: Validates proper execution of share transfers and ownership changes
- Merger and Acquisition Certificate: Certifies corporate approvals and compliance for business combinations
Who should typically use a Certificate of Secretary?
- Company Secretaries: Primary drafters and signers who certify corporate facts and compliance based on their professional expertise
- Board of Directors: Review and rely on these certificates when making major corporate decisions
- Banks and Financial Institutions: Request certificates to verify authorized signatories and corporate approvals
- Regulatory Bodies: Accept these certificates as proof of compliance during mandatory filings
- Business Partners: Rely on certificates during significant transactions to confirm corporate authority
How do you write a Certificate of Secretary?
- Corporate Records: Gather relevant board resolutions, meeting minutes, and company register details
- Subject Matter: Identify the specific corporate action or fact that needs certification
- Supporting Documents: Collect any referenced policies, filings, or regulatory submissions
- Verification Process: Review original documents and confirm accuracy of all stated facts
- Format Selection: Use our platform's templates to ensure proper structure and legal compliance
- Final Review: Double-check all dates, names, and corporate details before signing
What should be included in a Certificate of Secretary?
- Company Details: Full legal name, CIN, registered office address, and incorporation details
- Subject Matter: Clear statement of the specific facts or actions being certified
- Authority Statement: Professional designation and capacity of the company secretary
- Document References: List of reviewed records and supporting materials
- Compliance Declaration: Confirmation of adherence to Companies Act requirements
- Signature Block: Name, membership number, date, and company seal placement
- Verification Statement: Declaration of truth and accuracy of certified information
What's the difference between a Certificate of Secretary and a Certificate of Incumbency?
A Certificate of Secretary differs significantly from a Certificate of Incumbency, though they're often confused in corporate governance. While both documents verify company information, their scope and application vary considerably.
- Purpose and Scope: A Certificate of Secretary confirms specific corporate actions or compliance matters, while a Certificate of Incumbency primarily verifies the identity of company officers and directors
- Legal Authority: Company secretaries issue their certificates based on professional verification of corporate records, whereas incumbency certificates typically require additional director signatures
- Usage Context: Secretary certificates support various corporate transactions and regulatory filings, while incumbency certificates are mainly used for international business dealings and bank account openings
- Content Focus: Secretary certificates can cover a broad range of corporate matters, but incumbency certificates strictly focus on officer positions and appointment details
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