Secretary's Certification of Resolution
Definition and meaning
The Secretary's Certification of Resolution is a legal document that confirms a resolution enacted by the Board of Directors of a corporation. This document is essential for assuring that the resolution has been properly adopted during an official meeting, with a quorum present, and that it remains in force. It serves as a record of the decision-making process in corporate governance.
Who should use this form
This form is primarily used by secretaries of corporations who are required to certify resolutions adopted by their Board of Directors. It is essential for those undertaking corporate actions such as issuing shares, entering contracts, or any other significant corporate decisions that require formal documentation to demonstrate compliance with internal governance regulations.
Key components of the form
The Secretary's Certification of Resolution includes several crucial components:
- Name of Secretary: The printed name of the individual serving as the secretary.
- Name of Corporation: The official name of the corporation.
- Date of Meeting: The date when the Board of Directors adopted the resolution.
- Description of the Resolution: A brief statement regarding the resolution that was approved.
- Signature of Secretary: The authorized signature of the secretary to validate the document.
How to complete a form
To complete the Secretary's Certification of Resolution, follow these steps:
- Fill in your name in the designated space for the secretary.
- Insert the name of your corporation as it is officially registered.
- Indicate the state in which your corporation is registered.
- Document the date of the regular meeting when the resolution was adopted.
- Provide a brief but clear description of the resolution.
- Sign the document as the secretary and print your name beneath your signature.
Benefits of using this form online
Using the Secretary's Certification of Resolution form online offers several advantages:
- Convenience: Users can complete and download the form from anywhere at any time.
- Accessibility: Easy access to templates drafted by licensed attorneys, ensuring legal compliance.
- Time-saving: Eliminates the need for manual formatting and allows for quick adjustments.
- Updated information: Online templates are often revised to reflect current laws and regulations.
Common mistakes to avoid when using this form
When completing the Secretary's Certification of Resolution, be mindful of these common errors:
- Failing to include the date of the Board meeting.
- Not signing the document, which can invalidate the certification.
- Leaving out the resolution description or providing unclear language.
- Using outdated versions of the form that do not comply with current regulations.
Form popularity
FAQ
A1 A Secretary's Certificate is a document that is signed and sealed by the Secretary of the Corporation that. states that the Board of Directors has voted to delegate authority to a specific individual or group and whether they have the right to further delegate that authority.
Format the resolution by putting the date and resolution number at the top. Form a title of the resolution that speaks to the issue that you want to document. Use formal language in the body of the resolution, beginning each new paragraph with the word, whereas.
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.
An incumbency certificate is typically signed by a corporation's officers, directors, or shareholders. The incumbency certificate also guarantees that the people who signed the document have the right to enter the corporation into a legally binding agreement.
The Corporate Secretary should present themselves to a notary public where they will swear to the truth of the contents of the Secretary's Certificate and sign the document in front of the notary public. The notary public will then affix their seal and signature on the document.
The name of the organization; The maximum and minimum loan amounts; The names, titles, and signatures of four officers referred to this Resolution; The place of the meeting during which the Resolution was adopted; The exact date of that meeting;
An incumbency certificate (or certificate of incumbency) is an official document issued by a corporation or limited liability company (LLC) that lists the names of its current directors, officers, and, occasionally, key shareholders.
Format the resolution by putting the date and resolution number at the top. Form a title of the resolution that speaks to the issue that you want to document. Use formal language in the body of the resolution, beginning each new paragraph with the word, whereas.
The Corporate Secretary should present themselves to a notary public where they will swear to the truth of the contents of the Secretary's Certificate and sign the document in front of the notary public.Once notarized, the document may be used as necessary.
