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Secretary's Certificate
Practical Law Glossary Item 1-382-3792 (Approx. 3 pages)
Glossary
Secretary's Certificate
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.
- Certified copies of the authorizing resolutions for the transaction.
- If not contained in a separate incumbency certificate, statements as to the incumbency of all individuals executing the operative agreements and all other documents necessary for the consummation of the transaction.
For examples of secretary's certificates, see the following Standard Documents: