director's certificate

It is a certificate signed by at least one director on behalf of the company certifying that certain documents given to the lender are true, complete and up-to-date on the date the certificate is signed.

The director signing the certificate also gives certain confirmations to the lender about the company in the certificate. A lender may require a director's certificate from each obligor as a condition precedent to lending under a facility agreement.

For a simple loan facility, a director usually certifies the following in a director's certificate:

• That certain copy documents such as the certificate of incorporation (and any certificate of incorporation on change of name), the constitutional documents (or just the articles of association if no memorandum of association is required) and the minutes of a meeting of the board of directors authorising execution of the finance documents are true, complete and up-to-date on the date of the certificate.

• The meeting of the board of directors was duly convened and held, the resolutions were duly passed, have not been amended or revoked and remain in full force and effect.

• The borrowing in full of the loan facility by the borrower will not result in any breach of any borrowing (or guarantee or security) limit binding on the company.

Typically, the certificate also includes:

• The names of the directors of the company and confirms that each is a director on the date the finance documents are signed.

• A specimen of the signature of each director who will sign the finance documents.

A statement that the lender may assume that the certificate remains true and correct unless the director(s) signing the certificate notifies the lender to the contrary.