Back-up Certificate
(Company’s Qualification to Do Business)


This form of back-up certificate is issued by the officer(s) of a company, on behalf of the company, to the company’s counsel to certify the jurisdictions in which the company is required to be qualified to transact business. The certificate assists counsel in rendering its opinion in an offering. This form includes practical guidance and drafting notes.Typically, company’s counsel will request such a back-up certificate if it is required (as a deliverable under the offering agreements) to deliver a legal opinion to the effect of “the company is qualified to do business in all jurisdictions in which it requires such qualification”. In practice, company counsel will draft the back-up certificate and send it to the company for completion and execution.This back-up certificate assists with the counsel’s preparation of its legal opinion by setting forth an exhaustive list of jurisdictions where the company is required to be qualified to transact business by virtue of property ownership, ...