Secretary’s Certificate: Certifying a Resolution for a Bank or Lender

When you’ll be asked for one

• Opening a bank account or changing signers. In Canada, the bank must keep a copy of the part of your records that deals with the power to bind the corporation (PCMLTF Regulations, s. 12).
• Closing a loan: the lender wants the borrowing resolution, the articles and the bylaws certified as of closing.
• Buying or selling property, when the lawyer, notary or title company checks the signer’s authority.
• Selling the business or bringing in an investor, as part of the closing documents.
• Filing or registering something in another country.

What it certifies

• That the attached resolution was passed by the directors or shareholders on [date], is a true and complete copy, and hasn’t been amended or revoked.
• That the attached articles and bylaws are the ones currently in force.
• Often, who holds which office, with specimen signatures. That part is a certificate of incumbency, and many documents combine the two.
• The date, and the signer’s name, title and signature.

What makes it reliable

In Canada, the federal, Ontario and Alberta statutes let a director or officer sign a certificate stating facts set out in the articles, bylaws or minutes, and in court it is proof of those facts, absent evidence to the contrary, without proof of the signature (CBCA s. 257; Ontario s. 266; Alberta s. 260). The federal statute expressly covers a certified copy of, or extract from, minutes. In British Columbia, a director, officer or the company’s lawyer can certify a record, and the certified copy is evidence of its contents (s. 194). In Quebec, documents that need the corporation’s authentication may be signed by any authorized person (s. 39).

In the US, the job usually sits with the officer who keeps the minutes. Delaware requires one officer to record the proceedings of stockholders’ and directors’ meetings (§ 142(a)), and under the Model Act the bylaws or the board give an officer responsibility for maintaining and authenticating the corporation’s records (s. 8.40(c)).

How to prepare one

• Use the recipient’s form if they have one; banks and lenders often do.
• Attach a clean copy of the signed resolution, not a draft, and check it against the minute book.
• Confirm that nothing later amended or revoked it before you certify that it is in force.
• Date the certificate the day you sign it; the resolution keeps its own date.
• Keep a copy of the certificate and its attachments, noting who received it.

Using it outside the country

For use abroad, the certificate generally has to be notarized and then apostilled or authenticated. The steps are the same as for a certificate of incumbency: Canada has issued apostilles since January 11, 2024, through Global Affairs Canada and the governments of Alberta, British Columbia, Ontario, Quebec and Saskatchewan, and in Delaware the Division of Corporations apostilles documents signed by a Delaware notary.

Secretary’s certificate template

Replace the brackets, attach the documents as schedules, and sign and date it.

• CERTIFICATE OF THE [SECRETARY] OF [CORPORATION LEGAL NAME]
• Certification: I, [name], the [secretary / title] of [legal name] (the “Corporation”), certify that:
• 1. Resolution: attached as Schedule A is a true and complete copy of a resolution of the [directors / shareholders] of the Corporation passed on [date], which has not been amended or revoked and is in full force and effect.
• 2. Articles and bylaws: attached as Schedules B and C are true and complete copies of the [articles / certificate of incorporation] and bylaws of the Corporation, as amended and in force on the date of this certificate.
• 3. Officers: [if needed: the persons named below hold the offices shown, and the signature beside each name is that person’s genuine signature: [name, title, signature].]
• Signature: Dated [date]. [Signature], [name], [title].

Common questions