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


This form of back-up certificate is issued by the officer(s) of a material subsidiary of a company, on behalf of the subsidiary, to company counsel to certify the jurisdictions in which the subsidiary 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 and its material subsidiaries are qualified to do business in all jurisdictions in which they require such qualification”. In practice, company counsel will draft the back-up certificate and send it to the company and/or material subsidiary 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 material...