secretary's certificate

secretary's certificate
USA
A certificate signed by the secretary of a company (or for an LLC without officers, a manager or managing member) and delivered at the closing of a transaction. The secretary's certificate typically contains the following:
• Certified copies of the constituent documents of the company.
• Certified copies of the authorizing resolutions for the transaction.
• If not contained in a separate incumbency certificate, incumbency of all individuals executing the operative agreements and all other documents necessary for the consummation of the transaction.

Practical Law Dictionary. Glossary of UK, US and international legal terms. . 2010.

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