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A Certificate of Secretary proves that a company secretary or director has taken specific actions or made certain decisions on behalf of their organization. In Australia, company officers use these certificates to formally document important corporate matters like share issues, board resolutions, or changes to company records.

Under the Corporations Act 2001, this certificate carries significant legal weight - courts and regulators accept it as evidence that proper corporate procedures were followed. Companies typically include these certificates in their official records and often need them when dealing with banks, regulators, or during major business transactions like mergers or property deals.

Companies need a Certificate of Secretary when documenting major corporate decisions or changes. Common triggers include issuing new shares, appointing directors, changing registered office details, or executing significant contracts. Banks and regulators often request these certificates during financial transactions or compliance reviews.

The certificate becomes especially important during due diligence processes, such as mergers, acquisitions, or property deals. It provides solid evidence that your company followed proper procedures and had authority for key decisions. Many Australian businesses prepare these certificates proactively to maintain clear corporate records and avoid delays in future transactions.

• Basic Corporate Records Certificate: Documents routine company matters like director appointments, registered office changes, and share transfers. Most commonly used for day-to-day corporate governance.
• Financial Transaction Certificate: Confirms authority for specific financial decisions, banking arrangements, or loan agreements. Often required by financial institutions.
• Share Issue Certificate: Specifically validates the proper authorization and issuance of company shares, including compliance with ASIC requirements.
• Meeting Resolution Certificate: Verifies that board or shareholder meetings followed proper procedures and that resolutions were validly passed.
• Due Diligence Certificate: A comprehensive version covering multiple corporate actions, typically prepared for major transactions or regulatory reviews.

• Company Secretaries: Primary drafters and signers of these certificates, responsible for ensuring accuracy and compliance with corporate governance requirements.
• Directors: Often review and rely on Certificates of Secretary to confirm proper authorization of corporate actions.
• Banks and Financial Institutions: Request these certificates as proof of corporate authority during loans or major transactions.
• Legal Advisors: Help prepare and review certificates, especially for complex corporate matters or due diligence.
• ASIC Officials: May reference these certificates during regulatory investigations or compliance checks of Australian companies.

• Company Details: Gather your ACN/ABN, registered office address, and current director information from ASIC records.
• Meeting Records: Collect relevant board or shareholder meeting minutes showing the authorization of the action being certified.
• Supporting Documents: Assemble any related contracts, resolutions, or corporate documents referenced in the certificate.
• Authority Check: Confirm the secretary's appointment and signing powers in the company constitution.
• Digital Platform: Use our automated system to generate a legally compliant Certificate of Secretary, ensuring all required elements are included.
• Final Review: Double-check all dates, names, and corporate details before signing and storing in company records.

• Company Identification: Full legal name, ACN/ABN, and registered office address as recorded with ASIC.
• Secretary's Details: Full name and position title of the certifying company secretary.
• Matter Description: Clear statement of the specific corporate action or decision being certified.
• Authority Reference: Citation of relevant board resolutions or constitutional powers.
• Supporting Documents: List of attached evidence or referenced corporate records.
• Execution Block: Date, signature line, and company seal section (if required).
• Compliance Statement: Confirmation that the action complies with company constitution and Corporations Act 2001.

A Certificate of Secretary is often confused with a Certificate of Incumbency, but they serve different purposes in corporate governance. While both documents verify company information, their scope and use cases differ significantly.

• Purpose and Scope: A Certificate of Secretary confirms specific corporate actions or decisions, while a Certificate of Incumbency primarily verifies the identity of current directors and officers.
• Legal Authority: Certificates of Secretary carry broader authority to certify various corporate matters under Australian law, including share issues and major transactions. Incumbency certificates focus solely on officer verification.
• Common Usage: Banks and regulators typically request Certificates of Secretary for transaction approval, while international business partners often require Incumbency certificates for identity verification.
• Content Requirements: Secretary certificates must detail specific actions and reference supporting documents. Incumbency certificates simply list current officers and their positions.