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A Certificate of Secretary is an official document common in German corporations (Aktiengesellschaften) where a company secretary or board member verifies key corporate actions or decisions. It typically confirms board resolutions, signature authorities, or important company changes that need formal documentation.

Under German corporate law, this certificate helps prove the legitimacy of company decisions to banks, business partners, and government agencies. Many German businesses use it when opening accounts, changing authorized signatories, or documenting major corporate decisions - especially when dealing with international partners who require this type of formal certification.

Get a Certificate of Secretary ready when your German company needs to prove its decision-making authority to external parties. Banks typically require this document for opening corporate accounts or changing authorized signatories. It's also essential when registering changes with the Handelsregister (Commercial Register) or documenting major board decisions.

Many international business partners expect this certification when entering contracts or establishing new relationships with German companies. The certificate becomes particularly important during corporate restructuring, when appointing new officers, or when demonstrating compliance with internal governance rules to auditors or regulatory bodies.

• Basic Certification of Corporate Actions: This version confirms standard board decisions and resolutions, commonly used for bank account changes or contract approvals.
• Extended Governance Certificate: A more detailed format that includes company structure, officer appointments, and full signatory powers - often needed for international business.
• Compliance Documentation Certificate: Specifically focuses on regulatory compliance confirmations, particularly useful for German AG companies dealing with EU requirements.
• Meeting Protocol Certificate: Verifies specific shareholder or board meeting decisions, including attendance and voting records.
• Officer Authority Certificate: Confirms the authority and powers of specific corporate officers, commonly required for major transactions.

• Company Secretaries: Primary drafters and signers of the Certificate, responsible for verifying corporate actions and maintaining official records.
• Board Members: Review and rely on these certificates to document their decisions and demonstrate proper governance.
• Banks and Financial Institutions: Request and verify these certificates when opening accounts or processing major transactions.
• Business Partners: Accept these certificates as proof of corporate authority in commercial dealings.
• Government Agencies: Require these certificates for official filings with the Handelsregister and other regulatory bodies.

• Corporate Details: Gather exact legal name, registration number, and registered office address from the Handelsregister extract.
• Resolution Details: Collect date, type of meeting, and specific decisions being certified.
• Authority Confirmation: Document who attended, voting results, and compliance with Articles of Association.
• Supporting Documents: Prepare meeting minutes, relevant board resolutions, and any referenced attachments.
• Signature Requirements: Verify proper signatories according to company bylaws and German corporate law.
• Format Verification: Our platform ensures all mandatory elements are included in the correct legal format.

• Company Identification: Full legal name, registration number, and registered office as recorded in the Handelsregister.
• Resolution Details: Specific corporate action being certified, including date and meeting reference.
• Authority Statement: Clear declaration of the secretary's position and power to certify.
• Compliance Confirmation: Statement that the action follows company bylaws and German corporate law.
• Signature Block: Official company seal, date, and proper signatory details.
• Authentication Elements: Our platform automatically includes all required legal elements in the correct format under German law.

A Certificate of Secretary is often confused with a Certificate of Incorporation, but they serve distinct purposes in German corporate governance. While both documents relate to company administration, they function differently in practice.

• Timing and Purpose: A Certificate of Incorporation is a one-time document created when establishing a company, while a Certificate of Secretary is issued multiple times to verify ongoing corporate actions.
• Legal Authority: The Certificate of Incorporation comes from the Handelsregister (Commercial Register), whereas a Certificate of Secretary is internally generated by company officials.
• Content Scope: Incorporation certificates contain fundamental company details like capital structure and basic bylaws. Secretary certificates focus on specific decisions, resolutions, or changes in corporate authority.
• Usage Context: Banks and business partners typically request secretary certificates for ongoing transactions, while incorporation certificates prove the company's legal existence and basic structure.