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The function of the incumbency certificate is to prove that the specified individuals are authorized to enter into legally binding transactions on behalf of the company. An incumbency certificate may be a standalone certificate or included in the secretarys certificate.
The secretarys certificate typically contains the following: Certified copies of the organizational documents of the company. Certified copies of the authorizing resolutions for the transaction.
A1 A Secretarys 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 Secretarys Certificate is required when amending the Articles of Incorporation to show that the 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 Secretarys 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.
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A corporate resolution tells us who is authorized to act on behalf of a company to open a brokerage account, place orders on the account, and execute documents needed for the account (e.g., requests to add account features like margin or options).
A Secretarys Certificate is a written document executed by the Corporate Secretary confirming the actions and resolutions of the Board of Directors. When regular on its face, third parties may rely on the Secretarys Certificate without need of further investigation on the veracity of the facts contained therein.

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