Secretary’s Certificate
(IPO)

Summary

This secretary’s certificate template is intended to be used in the closing of an initial public offering (IPO). This template includes practical guidance and drafting notes. In an IPO, the underwriting agreement will include as a condition to closing the delivery to the underwriters of a secretary’s certificate to which the company’s key governance and organizational documents and resolutions will be appended. The form of secretary’s certificate is typically provided in or as an exhibit to the underwriting agreement and is not heavily negotiated. This template contains standard representations and provisions for a secretary’s certificate for an underwritten offering, including certifications on the company’s organizing documents, resolutions approving the IPO and related documents and transactions, and authority of the officers signing the documents in the offering and at closing. For additional information on IPOs and IPO related templates, see Understanding the Initial Public Offering Process, Initial Public Offerings Resource Kit, and Top 10 Practice Tips: Initial Public Offerings. For templates of secretary’s certificates in other contexts, see Secretary’s Certificate (Registered Debt Offerings),Secretary’s Certificate (PIPE Offering), and Secretary’s Certificate (Subsidiary; Registered Offering of Securities).