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A Certificate of Secretary is a formal document signed by a corporate secretary confirming specific company actions or facts. It's commonly used to verify board resolutions, officer appointments, or changes to company bylaws - essentially providing official proof that something important happened within the organization.

Corporate lawyers and banks often request these certificates during major transactions like loans, mergers, or property deals. The secretary's signature carries legal weight because they serve as the official record-keeper under state corporate laws. Think of it as a notarized statement from someone who has the authority to confirm what the company has decided or done.

You need a Certificate of Secretary when your company takes significant actions that other parties need to verify. Banks typically require one before finalizing major loans, showing that your board actually approved the borrowing. Similarly, business partners often request these certificates during mergers, acquisitions, or major contracts.

The certificate proves critical during real estate transactions, stock issuances, and leadership changes. For example, when selling company property, the buyer's attorney will ask for a certificate confirming the board authorized the sale and the signing officers have proper authority. It protects everyone by documenting that corporate decisions followed proper procedures.

• Basic Verification Certificate: Confirms simple facts like officer appointments or address changes
• Corporate Resolution Certificate: Documents board decisions about loans, property sales, or major contracts
• Incumbency Certificate: Verifies the identity and authority of current officers and directors
• Transaction-Specific Certificate: Details particular actions for mergers, stock issuance, or asset sales
• Compliance Certificate: Confirms the company follows specific regulatory requirements or loan covenants

• Corporate Secretary: Signs and prepares the certificate, verifying company actions and maintaining official records
• Board of Directors: Makes the decisions that need certification and often reviews the final document
• Banks and Lenders: Request these certificates as proof before closing loans or extending credit
• Business Partners: Rely on certificates to verify authority during major transactions or contracts
• Corporate Attorneys: Draft and review certificates, ensuring legal compliance and proper documentation
• Company Officers: Often referenced in the certificate regarding their authority or appointments

• Board Minutes: Gather relevant meeting minutes showing the approved action being certified
• Company Details: Collect exact legal name, state of incorporation, and registered address
• Officer Information: Document current officers' names, titles, and terms of appointment
• Corporate Documents: Have bylaws and articles of incorporation ready for reference
• Specific Action: Detail the exact corporate action being certified, including dates and terms
• Signature Authority: Confirm who has proper authority to sign based on bylaws
• Supporting Documents: Attach relevant resolutions or other referenced materials

• Company Identification: Full legal name, state of incorporation, and principal office address
• Secretary Declaration: Clear statement of the secretary's position and authority
• Action Description: Specific details of the corporate action being certified
• Resolution Reference: Date and summary of relevant board or shareholder resolutions
• Verification Statement: Express confirmation that certified facts are true and accurate
• Document References: List of any attached or referenced supporting materials
• Signature Block: Secretary's signature, printed name, title, and date of execution
• Corporate Seal: Space for official seal if required by bylaws

A Certificate of Secretary is often confused with a Certificate of Incumbency, but they serve different purposes in corporate governance. Let's explore their key differences:

• Scope and Purpose: A Certificate of Secretary verifies specific corporate actions or decisions, while a Certificate of Incumbency focuses solely on confirming the identity and authority of current officers and directors
• Content Focus: Secretary certificates can cover any board-approved action (loans, sales, contracts), whereas incumbency certificates only list leadership positions and appointments
• Timing and Updates: Secretary certificates are typically one-time documents for specific events, while incumbency certificates need regular updates as leadership changes
• Usage Context: Banks often request secretary certificates for specific transactions, but incumbency certificates are commonly used for ongoing business relationships and international dealings