The Secretary Certificate Template is a crucial document in Australian corporate governance, designed to provide formal certification of company matters by an authorized officer. This document is typically required when a company needs to verify corporate actions, resolutions, or facts for external parties such as banks, regulators, or business partners. The certificate draws its authority from the Corporations Act 2001 (Cth) and related legislation, serving as an official record that can be relied upon in legal and business contexts. It may be used to certify board resolutions, officer appointments, share transfers, constitutional changes, or other significant corporate events. The template is structured to ensure compliance with Australian legal requirements while maintaining flexibility to address various certification needs.
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1. Certificate Header: Identifies the document as a Secretary Certificate, includes company name and ACN/ABN
2. Secretary Details: Full name and position of the certifying secretary
3. Authority Statement: Statement of the secretary's authority to issue the certificate
4. Certification Matters: Clear enumeration of the specific facts, resolutions, or matters being certified
5. Supporting Documents Reference: List of any documents reviewed in making the certification
6. Declaration: Formal declaration of the truth and accuracy of the certified matters
7. Execution Block: Date and signature block for the secretary
1. Director Confirmations: Used when certifying matters relating to director appointments, resignations, or authorities
2. Share Capital Statement: Include when certifying matters relating to share capital, transfers, or issuances
3. Corporate Seal Statement: Required if the company uses a common seal and it's relevant to the certification
4. Witness Block: Optional witness signature block, used when additional verification is desired
5. Historical Events: Used when certifying a sequence of past corporate events or changes
1. Extract of Minutes: Relevant extracts from board or shareholder meeting minutes being certified
2. Corporate Documents: Copies of relevant corporate documents being certified (e.g., constitution, resolutions)
3. Officer Details: Details of relevant officers when certifying appointments or authorities
4. Supporting Evidence: Any additional documentation supporting the certification
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