Certificate of Secretary Template for the UK
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What is a Certificate of Secretary?
A Certificate of Secretary provides formal written proof that a company's board decisions or corporate actions were properly authorized. It's commonly used in UK businesses when dealing with banks, entering contracts, or completing major transactions, as it confirms the secretary's verification of specific company resolutions or proceedings.
Under English company law, this certificate carries significant legal weight - third parties can rely on it as evidence that internal procedures were followed correctly. Company secretaries typically issue these certificates during share transfers, property deals, or when opening new bank accounts, helping streamline business operations while maintaining proper governance standards.
Sample clauses: standard wording in a UK certificate of secretary
2. Certification of Resolutions and Corporate Records
2.1 I, [Name], being the duly appointed company secretary of [Company Name] (registered in England and Wales with company number [Company Number]) (the "Company"), certify that the resolutions set out in the Schedule to this certificate were duly passed at a meeting of the board of directors of the Company held on [Date], at which a quorum was present and acting throughout, and that those resolutions remain in full force and effect and have not been amended, revoked or superseded.
2.2 I further certify that the copy of the Company's articles of association attached at Appendix [1] is a true, complete and up to date copy of the articles in force at the date of this certificate, and that the persons named in Appendix [2] hold the offices and have the specimen signatures there shown.
2.3 I certify that the passing of the resolutions and the entry by the Company into the transaction contemplated by them do not contravene the Company's articles of association, any provision of the Companies Act 2006, or any agreement binding on the Company of which I am aware.
2.4 Each certification in this clause 2 is given by me in my capacity as company secretary and on behalf of the Company, and not so as to impose any personal liability on me.
3. Reliance, Authority and Notification of Change
3.1 This certificate is given to [Recipient] and to its successors and assigns, each of whom may rely on it without further enquiry in connection with [the Transaction] until it receives written notice from the Company to the contrary.
3.2 The Company confirms that the persons identified in Appendix [2] are authorised to sign and deliver documents on the Company's behalf in relation to [the Transaction], and that such authority has not been withdrawn or limited.
3.3 The Company shall notify [Recipient] in writing promptly, and in any event within [5] business days, if any statement in this certificate ceases to be accurate in any material respect.
Illustrative extract showing typical drafting under the law of England and Wales. Documents generated with GenieAI are tailored to your rules, standards and context.
Frequently Asked Questions
When should you use a Certificate of Secretary?
You need a Certificate of Secretary when executing major company decisions or transactions in England and Wales. Banks often require it when opening corporate accounts or arranging financing. It's essential during share transfers, property deals, and significant contracts where third parties need proof that company actions are properly authorized.
The certificate becomes particularly important during corporate restructuring, mergers, or when dealing with regulatory bodies. Many businesses prepare these certificates proactively before board meetings or important transactions to avoid delays later. Having it ready helps demonstrate good governance and speeds up business processes when time matters most.
What are the different types of Certificate of Secretary?
- Basic Resolution Certificate: Documents standard board decisions and confirms proper voting procedures
- Corporate Transaction Certificate: Details specific authorizations for major business deals, acquisitions, or financial arrangements
- Banking Certificate: Verifies signatory powers and account management authorities for financial institutions
- Regulatory Compliance Certificate: Confirms adherence to specific UK regulatory requirements or filing obligations
- Omnibus Certificate: Comprehensive version covering multiple corporate actions and authorizations in a single document
Who should typically use a Certificate of Secretary?
- Company Secretaries: Primary drafters and signers who verify corporate decisions and maintain official records
- Board Directors: Rely on these certificates to document their decisions and demonstrate proper governance
- Banks and Financial Institutions: Request certificates as proof of authority for corporate accounts and transactions
- Legal Counsel: Review and advise on certificate content, ensuring compliance with UK company law
- Third-Party Organizations: Accept certificates as evidence that company actions are properly authorized
How do you write a Certificate of Secretary?
- Board Minutes: Gather relevant meeting minutes and resolutions that need certification
- Company Details: Confirm accurate company name, registration number, and registered office address
- Authority Check: Verify who has proper authorization to sign the certificate under your articles of association
- Supporting Documents: Collect any referenced agreements, contracts, or corporate documents
- Signature Requirements: Identify all required signatories and arrange proper witnessing if needed
- Template Selection: Use our platform to generate a legally sound certificate tailored to your specific needs
What should be included in a Certificate of Secretary?
- Company Identification: Full legal name, registration number, and registered office address
- Resolution Details: Specific board or shareholder decisions being certified, with dates and meeting references
- Authority Statement: Clear declaration of the secretary's power to certify under company articles
- Factual Declarations: Precise statements about the matters being certified, avoiding ambiguous language
- Document References: List of any attached or referenced corporate documents
- Execution Block: Secretary's signature, printed name, date, and company seal space if required
What's the difference between a Certificate of Secretary and a Certificate of Incumbency?
A Certificate of Secretary is often confused with a Certificate of Incumbency, but they serve distinct purposes in UK corporate governance. While both documents verify company information, their scope and applications differ significantly.
- Primary Purpose: A Certificate of Secretary confirms specific board decisions and corporate actions, while a Certificate of Incumbency lists current directors, officers, and shareholders
- Legal Usage: Secretary certificates validate individual transactions or resolutions, whereas incumbency certificates provide a snapshot of company leadership
- Timing: Secretary certificates are issued for specific events or transactions, while incumbency certificates are often used for ongoing reference
- Third-Party Reliance: Banks typically request incumbency certificates for general account opening, but secretary certificates for specific transaction approvals
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About the Certificate of Secretary
- Board Minutes: Gather relevant meeting minutes and resolutions that need certification
- Company Details: Confirm accurate company name, registration number, and registered office address
- Authority Check: Verify who has proper authorization to sign the certificate under your articles of association
- Supporting Documents: Collect any referenced agreements, contracts, or corporate documents
- Signature Requirements: Identify all required signatories and arrange proper witnessing if needed
- Template Selection: Use our platform to generate a legally sound certificate tailored to your specific needs
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