Secretary's Certificate
About this form
A Secretary's Certificate is a formal document used in corporate settings to certify certain corporate actions, such as stockholder approvals. This form serves as an official record that a decision has been duly approved and adopted by the stockholders of a corporation. It distinguishes itself from other corporate documents by specifically verifying the approval process for significant corporate decisions.
Key components of this form
- Certificate title identifying the company.
- Certification by the secretary of the company.
- Details of the corporate action approved by stockholders.
- Signature of the secretary and the company seal.
- Date of certification.
When to use this form
This form should be used when a corporation needs to document approval from its stockholders for a specific action, such as changes in corporate bylaws, appointment of directors, or any other major company decisions. It provides legal proof that necessary approvals have been obtained according to corporate governance procedures.
Intended users of this form
This form is ideal for:
- Corporate secretaries responsible for maintaining company records.
- Business owners or officers needing to confirm stockholder decisions.
- Legal professionals assisting corporations with governance documentation.
How to complete this form
- Enter the name of the company at the top of the certificate.
- Fill in the name of the secretary who is certifying the document.
- Specify the type of document being certified and confirm the stockholder approval.
- Include the date of certification in the designated area.
- Have the secretary sign and affix the company seal where indicated.
Notarization guidance
In most cases, this form does not require notarization. However, some jurisdictions or signing circumstances might. US Legal Forms offers online notarization powered by Notarize, accessible 24/7 for a quick, remote process.
Common mistakes
- Failing to include the company seal, which is essential for validation.
- Not providing the correct name of the document attached to the certificate.
- Omitting the signature of the secretary or dating the certificate correctly.
- Using outdated corporate information or failing to check for compliance with state-specific requirements.
Advantages of online completion
- Easy to download and customize according to your needs.
- Access to legal templates drafted by licensed attorneys ensures compliance.
- Convenient to complete on any device, allowing for quick submissions.
- Secure storage of your completed certificate in electronic format.
State-specific requirements
This form is a general template that may be used in several states. Because requirements differ, review your state’s laws and adjust the document before using it.
Legal use & context
- The Secretary's Certificate can be used as legal evidence of corporate decisions in case of disputes.
- It is essential for ensuring corporate governance and compliance with state regulations.
- Proper execution of the certificate helps protect the interests of the company and its stockholders.
Main things to remember
- A Secretary's Certificate is crucial for documenting stockholder approvals legally.
- It must be completed accurately to ensure validity and compliance.
- Available for use across multiple states, but check local requirements.
Form popularity
FAQ
A Secretary's Certificate is required when amending the Articles of Incorporation to show that the amendments or amendments have been duly approved by the required vote of the stockholders or members of the corporation. It is also needed when increasing or decreasing the authorized capital stock.
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.
A Corporate Secretary is responsible for ensuring that the records, or minutes of the Board's actions during a Board meeting, reflect the proper exercise of those fiduciary duties.
A certified board resolution is a written document that provides an explanation of the actions of a company's board of directors that has been verified by the secretary of the organization and approved by the board's president.Both are important records of the activities of the board of directors of a company.
A certificate signed by the secretary of a company (or for an LLC without officers, a manager or managing member) and delivered at the closing of a transaction. The secretary's certificate typically contains the following: Certified copies of the organizational documents of 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.
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.
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.
