Officers’ Certificate


This form of officers’ certificate may be used by the issuer in an initial public offering (IPO) in satisfaction of the closing conditions in the underwriting agreement. It certifies to the underwriters that the company’s representations and warranties in the underwriting agreement are truthful and certain other obligations have been met. This form includes practical guidance and drafting notes.Underwriters, in order to satisfy their due diligence requirements in securities offerings, will generally require officers of the issuer to make these certifications at closing. The form of officers’ certificate is typically provided in, or as an exhibit to, the underwriting agreement and is not heavily negotiated. This form is usually executed by the chief executive and chief financial officer of the company and signed by the company’s secretary to confirm the identity and signature of the other officers. However, you should tailor this form to the requirements of the specific underwriting ...