Certificate of Secretary Template for Switzerland

A Certificate of Secretary verifies key company decisions and officer appointments in Swiss organizations. It's a formal document, signed by the company secretary, that confirms important corporate actions like board resolutions, management changes, or signature authority assignments have been properly approved and recorded.

Under Swiss corporate law, this certificate carries significant weight when dealing with banks, government agencies, or business partners. It streamlines administrative processes by providing a single, authoritative document that proves the legitimacy of company actions - especially useful for international business transactions where Swiss entities need to demonstrate proper corporate governance.

A Certificate of Secretary proves essential when your Swiss company needs to demonstrate proper authority for significant business actions. Banks typically require it when opening accounts or updating signing privileges. It's also crucial when registering changes with the Swiss Commercial Register or conducting major transactions like property deals or contract signings.

Many international partners request this certificate to verify that your company representatives have the power to act. Swiss subsidiaries of foreign companies often need it to show their parent companies that local governance requirements are met. Having it ready speeds up time-sensitive deals and prevents delays in critical business operations.

• Basic Verification Certificate: Confirms board resolutions and routine corporate decisions, commonly used for bank account management and simple business transactions
• Comprehensive Authority Certificate: Details multiple officer appointments, signing powers, and complex corporate authorizations in one document
• Meeting Minutes Certificate: Specifically verifies decisions made during specific shareholder or board meetings, including exact voting results
• Specimen Signature Certificate: Combines officer verification with authorized signature samples, particularly useful for Swiss banks and international dealings
• Standing Resolution Certificate: Documents ongoing authorizations and powers that remain valid until explicitly revoked

• Company Secretary: Prepares and signs the certificate, verifying corporate decisions and maintaining official records
• Board Members: Rely on the certificate to document their decisions and demonstrate proper governance
• Swiss Banks: Request these certificates when opening accounts or updating signing authorities
• Commercial Register Officials: Use certificates to verify proper authorization for company changes
• Business Partners: Accept certificates as proof of corporate authority in transactions and contracts
• Legal Counsel: Reviews and advises on certificate content to ensure compliance with Swiss law

• Company Details: Gather current extract from Commercial Register, articles of association, and internal regulations
• Meeting Records: Collect relevant board or shareholder meeting minutes that document the decisions being certified
• Authority Chain: Document the sequence of appointments showing how current officers gained their positions
• Signature Specimens: Obtain fresh signature samples from all authorized persons mentioned in the certificate
• Format Check: Use our platform's Swiss-compliant template to ensure all mandatory elements are included
• Internal Review: Have board members verify accuracy of all stated facts and authorizations before finalizing

• Company Identification: Full legal name, CHE number, registered address, and incorporation details
• Resolution Details: Specific reference to board or shareholder decisions being certified, including meeting dates
• Authority Statement: Clear declaration of the secretary's position and power to certify corporate actions
• Verification Language: Explicit confirmation that stated facts are true and align with company records
• Corporate Seal: Space for official company stamp if required by articles of association
• Signature Block: Date, place, secretary's signature, and any required witness signatures
• Document References: List of attached supporting documents or referenced meeting minutes

People often confuse a Certificate of Secretary with a Certificate of Incumbency. While both documents verify corporate information, they serve distinct purposes in Swiss business practice.

• Scope of Verification: A Certificate of Secretary focuses on specific corporate actions and decisions, while a Certificate of Incumbency primarily confirms the identity and positions of company officers
• Timing and Duration: Secretary certificates typically verify point-in-time decisions, while incumbency certificates establish ongoing officer status
• Legal Application: Secretary certificates are used for transaction-specific authority, while incumbency certificates serve broader identification needs with banks and authorities
• Required Details: Secretary certificates must include specific meeting references and resolution details, while incumbency certificates focus on biographical data and appointment dates