1. Why You Need a Secretary’s Certificate

Legal due diligence can get complicated. For the acquiring side (and any lenders or insurers), the secretary’s certificate offers reassurance that the company’s board actually authorized the transaction, that the organizational documents are legit, and that the named officers truly hold those positions. In Brad Feld parlance: it’s one part trust, one part verify, and definitely part of your core M&A process hygiene.

2. Key Elements: Resolution, Bylaws, Incumbency

• Organizational Documents: Usually includes a Certificate of Incorporation and Bylaws (or equivalent for LLC/LP). This ensures the buyer sees how your entity is structured and can confirm you’re in good standing.
• Board Resolutions: The board authorizes the deal. The certificate will attach a copy of that resolution, confirming it’s not been modified or canceled.
• Officer Incumbency: Lists which officers are signing what documents, plus their genuine signatures. Helps all parties avoid signing confusion or fraud concerns.

3. Explanation of Signature Blocks

In an M&A closing, you typically have two sign-offs:

1. Secretary’s Execution: The Secretary (or other authorized signatory) swears the documentation is correct and unaltered.
2. Additional Officer Certification (optional): Another officer or director confirms the Secretary is indeed who they say they are. It’s the final stamp of authenticity if your investor or buyer requests it.

Combined, these sign-off blocks assure the receiving party that the “paper trail” is legitimate from top to bottom.

4. Customizable Secretary’s Certificate Template

Below is a ready-to-use template. When finalizing, fill in bracketed items, remove any unneeded paragraphs, and confirm that each Exhibit is attached. If you’re an LLC or limited partnership, modify “Certificate of Incorporation” and “By-Laws” references to your operating agreement or partnership agreement, and rename the “secretary” position as needed. Always keep local and federal laws in mind.

SECRETARY'S CERTIFICATE

I, [NAME], the undersigned, hereby certify that I am the duly elected and acting Secretary of 
[COMPANY NAME], a [STATE OF INCORPORATION OR FORMATION] [TYPE OF ENTITY] (the "Company"), 
and that, as such, I am duly authorized to execute and deliver this Secretary's Certificate 
on behalf of the Company. I hereby further certify on behalf of the Company that:

1. Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of 
   Incorporation of the Company, together with all amendments thereto (the "Certificate"), 
   which Certificate is in full force and effect as of the date hereof.

2. Attached hereto as Exhibit B is a true, correct, and complete copy of the By-Laws of the 
   Company, together with all amendments thereto (the "By-Laws"), which By-Laws are in full 
   force and effect on the date hereof.

3. Attached hereto as Exhibit C is a true, correct, and complete copy of resolutions of the 
   board of directors of the Company (the "Resolutions"). The Resolutions are the only 
   resolutions adopted by the board of directors of the Company in relation to the subject 
   matter thereof and were duly adopted in accordance with the provisions of the Certificate 
   and By-Laws. The Resolutions have not been rescinded, amended, or otherwise modified 
   since the date of their adoption and are in full force and effect on the date hereof.

4. Attached hereto as Exhibit D is a Certificate of Good Standing for the Company certified 
   by the Secretary of State of the State of [STATE OF INCORPORATION OR FORMATION] [and 
   Certificates of Good Standing for the Company certified by the Secretary of State of 
   each state where the Company is required to be qualified to do business].

5. Each of the persons named below is a duly elected, qualified and acting officer of the 
   Company holding the office or offices set forth opposite their name, the signature 
   appearing opposite each name below is the true and genuine signature of that person, 
   and each of the persons named below is authorized to execute and deliver on behalf of 
   the Company each document to which it is a party and all other agreements, documents, 
   and certificates to be delivered by the Company pursuant thereto.

   Name                   Signature                 Office
   -------------------------------------------------------
   [NAME]        ____________________________      [TITLE]
   [NAME]        ____________________________      [TITLE]
   [NAME]        ____________________________      [TITLE]
   [NAME]        ____________________________      [TITLE]

Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to 
them in the [NAME OF TRANSACTION AGREEMENT], dated as of [DATE], [between/among] the Company 
and [NAME(S) OF OTHER PARTY OR PARTIES].

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate on behalf of 
the Company as of this [DAY OF MONTH] day of [MONTH], [YEAR].

[COMPANY NAME]

By: ______________________________
[SECRETARY NAME],
Secretary

The undersigned hereby certifies that the person named above is the duly elected, qualified 
and acting Secretary of the Company, and that the signature appearing above is such person's 
true and genuine signature.

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate on behalf of 
the Company as of the date set forth above.

[COMPANY NAME]

By: _____________________________
[NAME],
[TITLE]

Make sure to attach the relevant Exhibits: Certificate of Incorporation (Exhibit A), By-Laws (Exhibit B), Board Resolutions (Exhibit C), and Good Standing Certificates (Exhibit D). As your deal progresses, additional Exhibits or disclaimers might be necessary based on specific buyer or lender needs.