Corporate Secretarys Certificate

When the Board of Directors passes a resolution, for example, the Secretary of the corporation must certify the resolution in writing, issuing a Secretary’s Certificate. The Corporate Secretary’s signature and seal appear on the document as well.
What should be in a secretary’s certificate
A certificate issued at closing by the company secretary (or, in the case of an LLC with no officers, the controlling member or manager). Typically, the following information can be found in a secretary’s certificate:
· Copies of the company’s articles of incorporation that have been officially attested to.
· Copies of the resolutions that gave approval for the deal, certified.
· Statements regarding the incumbency of each person signing the operative agreements and any other documents required for the closing of the transaction, if not included in a separate incumbency certificate.

· Ensuring the Board’s fiduciary duties to shareholders are met.
Today’s corporate secretary is the board director, executive, or committee’s “go-to” for counsel, resources, and guidance. The company secretary must find the answer.

· Preparing board and committee minutes to demonstrate the board’s fiduciary responsibility.

The corporate secretary sets the agenda, writes and approves meeting minutes, and plans meetings.

· Advising the board and top management.
The corporate secretary now advises the board on corporate governance. Boards, executives, and other stakeholders need to focus more on corporate governance, which led to this duty. The corporate secretary is the board expert on sustainable governance framework creation and maintenance. The corporate secretary also helps the executive management team implement and support the governance framework.

· The corporate secretary must establish, implement, and maintain the company’s corporate governance system.

Board and committees form the governance system. Audit, finance, compensation, risk, and disclosure committees are common.

· Corporate secretaries oversee legal entity governance.
Directors oversee legal entity governance. The corporate secretary ensures that board directors follow the company’s Articles of Incorporation, bylaws, charters, and other founding documents. Corporate secretaries also serve subsidiaries, joint ventures, and other entities.

Third-party corporate governance service providers are also liaised by the Corporate Secretary. Governance Partners Group, LLC President Paul Marcela names several specialist service providers:

 Agenda and Board reporting software
 Portal suppliers
 LMS providers
 Non-U.S. subsidiary managers

 Registered agents

 Stock transfer agents
 Resources director
 Conference organizers
 Identifying shareholders
 Abandoned property compliance
 Director recruitment services
Corporate secretaries establish and improve governance programs and processes. Companies must update their governance programs as the market evolves swiftly. Corporate secretaries must update and improve governance initiatives to meet best practices.
· The corporate secretary develops board directors.
Board directors often need corporate governance, finance, cybersecurity, and other training. Corporate secretaries oversee board assessments, governance audits, succession planning, and director education, training, and orientation.
· Corporate secretaries help executives collaborate.
Board agendas are set by the corporate secretary. They work with the team to prioritize board and committee discussion items. Executives need help with annual reports, financial press releases, and insurance plans.
· company secretaries manage all company paperwork.
To execute due diligence, several parties require access to sale, acquisition, or divestiture documentation.