Certificate of Secretary Template for South Africa

A Certificate of Secretary is a formal document issued by a company secretary in South Africa to verify key corporate actions or decisions. It typically confirms important details like board resolutions, shareholder decisions, or changes in company leadership, making it a crucial tool for legal compliance under the Companies Act 71 of 2008.

Financial institutions, government departments, and business partners often require these certificates as proof of proper corporate governance. The document carries significant legal weight because company secretaries, as prescribed officers, must ensure all stated facts are accurate and truthful - making it a reliable way to demonstrate corporate authority and decision-making.

Get a Certificate of Secretary when your company needs to prove its authority to act - like opening bank accounts, signing major contracts, or changing directors. Banks and business partners in South Africa often request this document to verify that your company has properly authorized specific actions through board resolutions.

It's particularly valuable during corporate transactions, property deals, and when registering with government agencies. For example, if you're securing a large loan or entering into a significant lease agreement, the certificate helps demonstrate that your company representatives have the proper authority to bind the organization under the Companies Act.

• Basic Corporate Resolution Certificate: Confirms standard board decisions and company authority for routine matters like banking and contracts
• Share Transfer Certificate: Verifies shareholder changes and share capital modifications as required by the Companies Act
• Officer Appointment Certificate: Documents the appointment or removal of directors, prescribed officers, or company secretaries
• Special Resolution Certificate: Validates major corporate actions like name changes, amendments to the MOI, or structural changes
• Compliance Status Certificate: Confirms the company's good standing and compliance with regulatory requirements

• Company Secretaries: Draft and certify these documents, ensuring accuracy of corporate records and compliance with the Companies Act
• Directors: Rely on these certificates to prove their authority when acting on behalf of the company
• Banks and Financial Institutions: Request Certificates of Secretary when opening accounts or processing major transactions
• Legal Practitioners: Use these certificates during due diligence processes and corporate transactions
• Government Departments: Accept these certificates as proof of corporate authority and compliance status

• Company Details: Gather current registration number, registered address, and director information from CIPC records
• Board Resolution: Locate the relevant resolution or meeting minutes that authorize the action being certified
• Authority Check: Confirm your appointment as company secretary is properly recorded and current
• Document Purpose: Clearly identify what corporate action or decision needs certification
• Supporting Documents: Collect any referenced documents like MOI changes or shareholder approvals
• Digital Platform: Use our automated system to generate a legally compliant certificate, ensuring all required elements are included

• Company Information: Full legal name, registration number, and registered address as per CIPC records
• Secretary Details: Full name, designation, and confirmation of appointment status
• Resolution Reference: Specific details of the board resolution or corporate action being certified
• Statement of Truth: Clear declaration that the certified information is accurate and complete
• Date and Location: When and where the certificate is executed
• Official Signature: Company secretary's signature with professional designation
• Company Seal: If required by the company's MOI or internal policies

A Certificate of Secretary is often confused with a Certificate of Incumbency, but they serve distinct purposes in South African corporate governance. While both documents verify company information, their scope and application differ significantly.

• Authority Scope: A Certificate of Secretary focuses on specific corporate actions and board resolutions, while a Certificate of Incumbency primarily confirms the identity and positions of current directors and officers
• Primary Use: Secretarial certificates validate particular decisions or transactions, whereas incumbency certificates serve as general proof of who holds official positions
• Legal Weight: Both carry legal significance, but secretarial certificates specifically authenticate corporate decisions under the Companies Act
• International Recognition: Incumbency certificates are more commonly used for international business, while secretarial certificates typically serve domestic corporate governance needs