"Officers' certificate" means a certificate signed and verified by the chairperson of the board, the president or any vice president and by the secretary, the chief financial officer, the treasurer or any assistant secretary or assistant treasurer.
As referenced above, a typical officer's certificate certifies that various closing conditions have been satisfied as of the closing date, whereas the secretary's certificate is necessary during the closing to ensure that the selling entity is duly organized or incorporated and capable of effecting the transaction.
An Officers Certificate is a document signed by a company's officer certifying certain facts about the company.
An officer's certificate, or closing certificate, delivered at the closing of an M&A transaction, certifying that the company's representations and warranties in the transaction agreement remain true and correct and that it has completed or met the covenants and conditions precedent set out in the agreement.
Changing officers of a corporation involves filing the articles of incorporation while adhering to Illinois state codes. Directors add officers formally at an annual directors meeting but can do so at any time within the scope of the bylaws.
An Officers Certificate is a document signed by a company's officer certifying certain facts about the company.
Officers of a corporations can be amended by filing Articles of Amendment with the state of formation. Before doing so the board of directors needs to have a meeting and vote on the new officer to replace the old one, and have it reflected in the minutes of that meeting and entered into the bylaws of the corporation.
Officers are usually appointed by a corporation's board of directors ing to its internal policies. There are many corporate officer titles, such as Chief Executive Officer (CEO) and Chief Financial Officer (CFO).
Once you've held the Organizational Meeting and adopted Corporate Bylaws, then the Bylaws should spell out the necessary steps for adding and removing Directors or Officers. At the least, you should document the change in writing and have all parties sign that document.
Officers are appointed by the board of directors during incorporation. The company documents the officers' positions and responsibilities in the corporation's articles, bylaws, or resolutions. It is possible for one employee to fill all positions, providing a range of services to the organization.