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Certificate of Secretary
I need a Certificate of Secretary to confirm the resolutions passed by the board of directors, including the approval of the annual financial statements and the appointment of new officers, ensuring compliance with UAE corporate governance regulations.
What is a Certificate of Secretary?
A Certificate of Secretary is an official document where a company secretary confirms key corporate actions or decisions in the UAE. It proves that specific company activities - like board resolutions, shareholder meetings, or changes in company leadership - happened according to UAE corporate law and the company's own rules.
UAE businesses need these certificates when dealing with government authorities, opening bank accounts, or handling major transactions. The document carries legal weight because company secretaries have special authority under UAE Commercial Companies Law to verify corporate matters. Banks and regulatory bodies in Dubai, Abu Dhabi, and free zones often request these certificates as proof of proper corporate governance.
When should you use a Certificate of Secretary?
Your business needs a Certificate of Secretary when making major corporate changes in the UAE. Common triggers include opening new bank accounts, registering with government authorities, or documenting important board decisions. This certificate proves your company followed proper procedures and has the authority to act.
UAE banks and regulators typically request this certificate during mergers, leadership changes, or when updating signing authorities. It's especially important in free zones like DIFC and ADGM, where strict corporate governance rules apply. Getting this certificate ready early helps avoid delays in time-sensitive transactions and maintains compliance with UAE commercial regulations.
What are the different types of Certificate of Secretary?
- Basic Corporate Verification: The standard Certificate of Secretary confirms routine company decisions and basic corporate facts for UAE businesses
- Board Resolution Certificate: Details specific board decisions and authorizes company actions, commonly used for bank requirements
- Shareholder Action Certificate: Documents shareholder meetings and votes, particularly important in UAE free zones
- Incumbency Certificate: Verifies current officers, directors, and authorized signatories for regulatory compliance
- Special Purpose Certificate: Tailored for specific transactions like mergers or major contracts under UAE commercial law
Who should typically use a Certificate of Secretary?
- Company Secretaries: Primary drafters who prepare and sign Certificates of Secretary, ensuring accuracy of corporate records under UAE law
- Board Members: Review and rely on these certificates when making major company decisions or proving their authority
- Banks: Request and verify these certificates before opening accounts or processing significant transactions
- Government Regulators: Accept these documents as proof of corporate compliance in UAE free zones and mainland
- Legal Counsel: Review and advise on certificate content to ensure it meets UAE legal requirements and protects company interests
How do you write a Certificate of Secretary?
- Company Details: Gather trade license, company registration number, and official registered address in UAE
- Corporate Records: Collect relevant board minutes, resolutions, or shareholder decisions being certified
- Officer Information: List current directors, managers, and authorized signatories with their full legal names
- Meeting Documentation: Note dates, locations, and attendance records of relevant corporate meetings
- Format Requirements: Use our platform's UAE-compliant template to ensure all mandatory elements are included
- Verification Process: Double-check all facts against official company records before final certification
What should be included in a Certificate of Secretary?
- Company Identification: Full legal name, trade license number, and registered UAE address
- Secretary Declaration: Clear statement of authority and capacity under UAE corporate law
- Subject Matter: Specific corporate action or fact being certified with relevant dates
- Supporting References: Citations of relevant board minutes or company documents
- Compliance Statement: Confirmation of adherence to UAE Commercial Companies Law
- Authentication Details: Secretary's signature, company seal, and date of certification
- Governing Law: Express statement that UAE law governs the certificate's interpretation
What's the difference between a Certificate of Secretary and a Certificate of Incumbency?
A Certificate of Secretary differs significantly from a Certificate of Incumbency in UAE corporate governance, though they're often confused. While both documents verify corporate information, their scope and purpose vary considerably.
- Scope of Authority: A Certificate of Secretary covers a broader range of corporate actions and decisions, while a Certificate of Incumbency focuses specifically on verifying current officers and directors
- Primary Purpose: Secretary certificates validate specific corporate actions or resolutions, whereas incumbency certificates serve mainly to confirm who holds official positions
- Legal Weight: Secretary certificates carry more extensive legal authority in UAE business transactions, being used for multiple corporate purposes beyond just proving leadership roles
- Timing Requirements: Incumbency certificates need regular updates when leadership changes, while secretary certificates are typically issued for specific events or transactions
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