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A Certificate of Secretary provides official verification of key company decisions and actions under Danish corporate law. This formal document, signed by a company's secretary or board member, confirms important details like board resolutions, officer appointments, or changes to company bylaws.

In Danish business practice, these certificates play a vital role when companies need to prove their internal decisions to banks, government authorities, or business partners. They carry special weight because the secretary acts as the authorized record-keeper under the Danish Companies Act, making these certificates essential for maintaining proper corporate governance and completing many business transactions.

Use a Certificate of Secretary when Danish banks, investors, or regulatory bodies need proof of your company's internal decisions. This document becomes essential during major business moves like opening new bank accounts, securing loans, or completing significant contracts where third parties need verification of your company's authority to act.

The certificate proves particularly valuable during corporate changes such as appointing new officers, modifying company bylaws, or authorizing specific transactions. Danish financial institutions often require it for compliance with anti-money laundering regulations, while business partners may need it to confirm your representatives have proper signing authority under Danish law.

• Board Resolution Certificates: Verify specific decisions made by the board of directors, including major financial decisions or strategic changes
• Officer Appointment Certificates: Document the appointment or removal of company officers, directors, or authorized signatories
• Corporate Action Certificates: Confirm general company actions like bylaw amendments or share issuances
• Banking Authority Certificates: Specifically tailored for financial institutions, documenting who can access and manage company accounts
• Merger and Acquisition Certificates: Verify board approvals and corporate authority for major business combinations under Danish corporate law

• Company Secretaries: Primary drafters and signers of the certificate, responsible for ensuring accuracy and compliance with Danish corporate law
• Board Members: Review and rely on these certificates to document their decisions and demonstrate proper governance
• Banks and Financial Institutions: Request and verify certificates when companies open accounts or apply for financing
• Business Partners: Use certificates to confirm the authority of company representatives in major transactions
• Regulatory Bodies: May require certificates as evidence of proper corporate decision-making and compliance with Danish regulations

• Corporate Records: Gather relevant board minutes, resolutions, and company registry details from the Danish Business Authority
• Meeting Details: Document the date, location, and participants of the board meeting where decisions were made
• Authority Check: Confirm the secretary's current appointment status and signing authority under company bylaws
• Resolution Content: Clearly state the specific decisions or actions being certified, using precise language
• Verification Steps: Double-check all names, titles, and company details against official records
• Format Selection: Use our platform's automated template to ensure compliance with Danish legal requirements

• Company Information: Full legal name, CVR number, and registered address as per Danish Business Authority records
• Meeting Details: Date, time, location, and confirmation of proper notice given under bylaws
• Decision Statement: Clear description of the specific resolutions or actions being certified
• Authority Declaration: Secretary's confirmation of proper authorization under Danish corporate law
• Signature Block: Secretary's name, title, date, and official company seal if required
• Compliance Statement: Confirmation that actions comply with company bylaws and Danish Companies Act
• Supporting References: Citations of relevant board minutes or corporate documents

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

• Purpose and Scope: A Certificate of Secretary focuses on specific board decisions and corporate actions, while a Certificate of Incumbency primarily verifies the identity and positions of company officers
• Legal Authority: The Secretary's Certificate carries weight for internal decisions and transactions, whereas an Incumbency Certificate serves as proof of authority to external parties
• Timing and Updates: Secretary Certificates are issued for specific actions or decisions, while Incumbency Certificates provide a snapshot of current leadership structure
• International Recognition: Incumbency Certificates are more commonly used for international transactions, while Secretary Certificates typically serve domestic Danish corporate needs