Meaning
Certifying documents provide a reliable way for outside parties to verify that the internal records of a company are authentic. A secretary certificate is signed by the corporate secretary and usually carries the official seal of the corporation. It confirms that the attached resolutions were passed at a valid meeting of the board.
Officer Attestation
The individual holding this role takes responsibility for the accuracy of the minutes and the bylaws presented to a bank or a lawyer. By signing a secretary certificate, the officer declares that the information is current and has not been revoked by a later action. This act bridges the gap between the private books of the firm and the public needs of a counterparty.
Transactional Requirement
Lenders almost always demand this document before they will wire funds for a loan. The secretary certificate serves as the proof that the people requesting the money have the board’s permission to take on the debt. It is a standard part of the closing checklist for any significant corporate event.
Without it, the counterparty would have to review every page of the company’s minute book themselves to be certain of the authority.
Personal Liability
Knowingly signing a false statement can lead to serious legal consequences for the officer involved. A secretary certificate is a sworn statement that carries weight in a court of law. The duty of the secretary ends at the point of verifying the record, as they are not typically responsible for the business wisdom of the resolution itself.
