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What is a Assistant Secretary certificate?

Secretary's Certificate means a certificate, in Proper Form, of the Secretary or an Assistant Secretary of a corporation as to (a) the resolutions of the Board of Directors of such corporation authorizing the execution, delivery and performance of the documents to be executed by such corporation; (b) the incumbency and ...

What is the purpose of secretary certificate?

A Secretary's Certificate is a written document by the Corporate Secretary used to certify corporate acts or records (i.e. Board Resolutions passed by the Board of Directors). It is also signed and sealed by the Corporate Secretary.

What is a Assistant Secretary certificate?

Secretary's Certificate means a certificate, in Proper Form, of the Secretary or an Assistant Secretary of a corporation as to (a) the resolutions of the Board of Directors of such corporation authorizing the execution, delivery and performance of the documents to be executed by such corporation; (b) the incumbency and ...

What is Officer's certificate?

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.

What is a secretary's Certificate of a corporation?

A1 A \u201cSecretary's Certificate\u201d 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.

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Is an officer's certificate the same as secretary's Certificate?

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.

What does a Corporate Secretary do?

Corporate secretaries are the lead people who administer board evaluations, conduct corporate governance audits, help to resolve succession planning issues and assist directors with education, training and orientation programs. Corporate secretaries play an integral role in collaborating with the executive team.

Who will make secretary 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.

Is an officer's certificate the same as secretary's Certificate?

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.

Who signs a certificate of secretary?

The certification must bear an original signature by an officer of the corporation, preferably the Secretary, and one other than the person authorized to sign the contract.

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