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Things you need to know about Secretary's Certificate authorizing individuals to receive and use corporate funds.

1. What is a Secretary’s 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.

2. When do you need a Secretary’s Certificate?

A Secretary's 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. Specifically, it is needed to certify:

  1. the list of stockholders at the date of approval of the increase or decrease of the authorized capital stock;
  2. that stockholders who did not subscribe to the increase waived their pre-emptive rights; and
  3. that there is no pending case involving intra-corporate dispute.

A Secretary's Certificate may also be needed to show the authority of a person who will enter into transactions, such as contracts, on the corporation’s behalf.

3. What does this Secretary’s Certificate state?

This Secretary’s Certificate certifies that the following Board Resolutions were passed by the Board of Directors:

  1. The corporation authorized certain individuals (to be named by you) to receive corporate funds
  2. These individuals are authorized to apply the corporate funds received for certain purposes on the corporation’s behalf (i.e. to pay the corporation’s debts)
  3. The authority granted to the above individuals will automatically terminate upon the termination of their employment or engagement with the Corporation or an affiliate of the Corporation (as the case may be) or upon revocation of such authority by the Board of Directors of the Corporation, whichever comes earlier.

4. How can this Secretary’s Certificate protect you?

A contract is voidable if the individual that signed the contract on the corporation’s behalf did not have the authority to do so.  The best way to prove that an individual is authorized to act on a corporation behalf (i.e. to sign a contract on the corporation’s behalf) is to ask for a "Secretary's Certificate" stating that the Board of Directors have voted to delegate authority to a specific individual or group to sign and enter into such contract. If you have a signed and sealed Secretary's Certificate stating that the corporation has delegated authority to that individual, any contract signed by that individual on the corporation's behalf would be binding on the corporation.

5. What information do you need to create a Secretary’s Certificate?

To create your Secretary’s Certificate you’ll need the following minimum information:

  1. The details of the Corporate Secretary (i.e. name, office address)
  2. The details of the corporation (i.e. name, office address)
  3. The date of the Board Meeting when the Board Resolutions to which the Secretary’s Certificate pertains was held
  4. The names of the authorized signatories of the corporation
  5. The amount of corporate funds the authorized signatories are authorized to receive and the purpose for which the corporate funds should be used

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