A Secretary Certificate is a crucial corporate governance document used in the Netherlands to provide formal verification of company actions and authorities. This document is typically required when a company needs to prove to external parties (such as banks, business partners, or regulatory authorities) that specific corporate actions have been properly authorized or that certain individuals have the authority to act on behalf of the company. The certificate must comply with Dutch corporate law requirements, particularly those set out in Book 2 of the Dutch Civil Code and the Dutch Corporate Governance Code. It serves as an official record that can be relied upon by third parties and may require notarial authentication for certain purposes. The Secretary Certificate is commonly used in various business contexts, including opening bank accounts, executing significant contracts, implementing major corporate changes, or confirming the authority of corporate representatives.
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1. Header and Date: Official company letterhead, date of certification, and certificate reference number
2. Company Information: Full legal name of the company, registration number, registered address, and other identifying details
3. Secretary Identification: Full name and title of the certifying secretary, confirmation of their position and authority
4. Matter Being Certified: Clear statement of the specific corporate action, decision, or authority being certified
5. Confirmation of Authority: Statement confirming the secretary's authority to issue the certificate
6. Certification Statement: Formal certification of the specific matters, including reference to relevant board/shareholder resolutions
7. Execution: Date, signature block for the secretary, and any required witnessing details
1. Reference to Board Minutes: Include when certifying matters decided in specific board meetings
2. Reference to Shareholder Resolutions: Include when certifying matters requiring shareholder approval
3. Corporate Seal: Include when required by company articles or specific transaction requirements
4. Notarial Authentication: Include when the certificate requires notarial verification
5. Term of Validity: Include when the certification needs to specify a limited validity period
6. Limitations of Authority: Include when there are specific limitations or conditions on the certified authority
1. Extract of Relevant Board Resolution: Copy or extract of the relevant board resolution being certified
2. Extract of Articles of Association: Relevant excerpts from the company's articles regarding the secretary's authority
3. Trade Register Extract: Recent extract from the Dutch Trade Register showing the secretary's position
4. Power of Attorney: If applicable, copy of relevant power of attorney being certified
5. Specimen Signatures: When certifying authorized signatories, include specimen signatures
6. Supporting Corporate Documents: Any additional corporate documents referenced in the certificate
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