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A Certificate of Secretary documents official actions and decisions made by a company's board or shareholders in the Netherlands. It's a formal statement, signed by the corporate secretary, that confirms specific events took place - like board appointments, policy changes, or important corporate resolutions.

Under Dutch corporate law, this certificate carries significant legal weight and serves as proof when dealing with banks, regulators, or business partners. Companies often need it to verify their internal decisions to external parties, especially during major transactions or when updating their registration at the Dutch Chamber of Commerce (KVK).

Use a Certificate of Secretary when your Dutch company needs to prove internal decisions to outside parties. Banks typically require one to open accounts or change signatories. You'll also need it when registering major corporate changes with the KVK (Chamber of Commerce), like new board appointments or amendments to company articles.

The certificate becomes essential during mergers, acquisitions, or significant contracts - situations where other parties need official confirmation of your company's actions. It's particularly valuable when dealing with international partners who may be unfamiliar with Dutch corporate governance structures and need clear documentation of authority.

• Basic Board Meeting Certificate: Documents routine board decisions and appointments, commonly used for KVK registrations and bank account changes
• Shareholder Resolution Certificate: Verifies shareholder voting outcomes and major corporate decisions like mergers or capital changes
• Specimen Signature Certificate: Confirms authorized signatories and their signing powers for financial institutions
• Corporate Authority Certificate: Details the scope of director or officer powers, often needed for international transactions
• Compliance Certificate: Attests to the company's adherence to specific regulatory requirements or contractual obligations

• Corporate Secretary: Drafts and signs the certificate, taking responsibility for its accuracy and legal compliance
• Board of Directors: Reviews and relies on the certificate to document their decisions and demonstrate corporate authority
• Banks and Financial Institutions: Request these certificates when setting up accounts or verifying signing authority
• Dutch Chamber of Commerce (KVK): Accepts certificates as supporting documentation for corporate registry updates
• Business Partners: Use certificates to verify the authority of company representatives during major transactions

• Meeting Details: Gather exact date, time, and location of the relevant board or shareholder meeting
• Resolution Content: Document the specific decisions made, including exact wording of passed resolutions
• Attendee Information: List all present board members, shareholders, or officers with their full legal names and roles
• Company Information: Include complete legal name, KVK number, and registered address
• Supporting Documents: Collect copies of articles of association, previous minutes, and any referenced documents
• Signature Authority: Confirm who has proper authority to sign the certificate under Dutch law

• Company Details: Full legal name, registered address, and KVK number of the company
• Meeting Reference: Date, location, and type of meeting where the decision was made
• Resolution Text: Exact wording of the approved resolution or corporate action
• Quorum Statement: Confirmation that proper quorum was present per Dutch law
• Authority Declaration: Statement confirming the secretary's authority to issue the certificate
• Execution Block: Date, secretary's full name, signature, and company seal if applicable
• Compliance Statement: Confirmation of compliance with articles of association and Dutch law

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

• Purpose and Scope: A Certificate of Secretary focuses on specific corporate actions and board decisions, while a Certificate of Incumbency primarily confirms the identity and positions of company officers
• Timing and Usage: Secretary certificates are issued after specific events or decisions, while incumbency certificates provide a snapshot of current leadership structure
• Legal Weight: Secretary certificates carry more authority for proving specific corporate actions under Dutch law, while incumbency certificates mainly serve for third-party verification of officer roles
• International Recognition: Incumbency certificates are more commonly used in international transactions, while secretary certificates are primarily used for domestic Dutch corporate matters